As filed with the Securities and Exchange Commission on August 27, 2020
1933 Act File No. 2-50409
1940 Act File No. 811-2464
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 112
AND
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 105
MFS® SERIES TRUST IX
(Exact Name of Registrant as Specified in Charter)
111 Huntington Avenue, Boston, Massachusetts 02199-7632
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 617-954-5000
Christopher R. Bohane, Massachusetts Financial Services Company,
111 Huntington Avenue, Boston, MA 02199-7632
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
☐ | immediately upon filing pursuant to paragraph (b) |
☒ | on August 28, 2020, pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a) |
☐ | on [date], pursuant to paragraph (a) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | on [date], pursuant to paragraph (a)(2) of rule 485 |
If appropriate, check the following box:
☐ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment |
August 28, 2020 |
|
PROSPECTUS
MFS® Corporate Bond Fund
The investment objective of the fund is to seek total return with an emphasis on current income, but also considering capital appreciation.
CLASS |
|
TICKER
|
Class A |
|
MFBFX |
Class B |
|
MFBBX |
Class C |
|
MFBCX |
Class I |
|
MBDIX |
Class R1 |
|
MFBGX |
Class R2 |
|
MBRRX |
Class R3 |
|
MFBHX |
Class R4 |
|
MFBJX |
Class R6 |
|
MFBKX |
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the complete reports will be made available on the fund’s website (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you are already signed up to receive shareholder reports by email, you will not be affected by this change and you need not take any action. You may sign up to receive shareholder reports and other communications from the fund by email by contacting your financial intermediary (such as a broker-dealer or bank) or, if you hold your shares directly with the fund, by calling 1-800-225-2606 or by logging on to MFS Access at mfs.com.
Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you can call 1-800-225-2606 or send an email request to orderliterature@mfs.com to let the fund know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the MFS fund complex if you invest directly.
Table of contents
2 |
|
5 |
|
8 |
|
9 |
|
12 |
|
16 |
|
18 |
|
A-1 |
The Securities and Exchange Commission has not approved or disapproved the fund’s shares or determined whether this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.
MFB-PRO-082820
MFS Corporate Bond Fund
Summary of Key Information
Investment Objective
The fund’s investment objective is to seek total return with an emphasis on current income, but also considering capital appreciation.
Fees and Expenses
This table describes the fees and expenses that you may pay when you buy and hold shares of the fund. Investors may also pay commissions or other fees to their financial intermediaries when they buy and hold shares of the fund, which are not reflected below.
You may qualify for sales charge reductions if, with respect to Class A shares, you and certain members of your family invest, or agree to invest in the future, at least $100,000 in MFS funds. More information about these and other waivers and reductions is available from your financial intermediary and in “Sales Charges and Waivers and Reductions” on page 10 and “Appendix A – Waivers and Reductions of Sales Charges” on page A-1 of the fund’s prospectus.
Shareholder Fees (fees paid directly from your investment):
Share Class |
|
A |
|
B |
|
C |
|
I |
|
R1 |
|
R2 |
|
R3 |
|
R4 |
|
R6 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
|
4.25 |
% |
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) |
|
1.00 |
%# |
4.00 |
% |
1.00 |
% |
None |
|
None |
|
None |
|
None |
|
None |
|
None |
2
MFS Corporate Bond Fund
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
Share Class |
|
A |
|
B |
|
C |
|
I |
|
R1 |
|
R2 |
|
R3 |
|
R4 |
|
R6 |
|
Management Fee |
|
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
Distribution and/or Service (12b-1) Fees |
|
0.25 |
% |
1.00 |
% |
1.00 |
% |
None |
|
1.00 |
% |
0.50 |
% |
0.25 |
% |
None |
|
None |
|
Other Expenses |
|
0.15 |
% |
0.15 |
% |
0.15 |
% |
0.15 |
% |
0.15 |
% |
0.15 |
% |
0.15 |
% |
0.15 |
% |
0.05 |
% |
Total Annual Fund Operating Expenses |
|
0.78 |
% |
1.53 |
% |
1.53 |
% |
0.53 |
% |
1.53 |
% |
1.03 |
% |
0.78 |
% |
0.53 |
% |
0.43 |
% |
# This contingent deferred sales charge (CDSC) applies to shares purchased without an initial sales charge and redeemed within 18 months of purchase.
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that: you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods (unless otherwise indicated); your investment has a 5% return each year; and the fund’s operating expenses remain the same.
Although your actual costs will likely be higher or lower, under these assumptions your costs would be:
|
|
1 YEAR |
|
3 YEARS |
|
5 YEARS |
|
10 YEARS |
|
||||
Class A Shares |
|
$ |
501 |
|
$ |
664 |
|
$ |
840 |
|
$ |
1,350 |
|
Class B Shares assuming |
|
|
|
|
|
|
|
|
|
||||
redemption at end of period |
|
$ |
556 |
|
$ |
783 |
|
$ |
1,034 |
|
$ |
1,621 |
|
no redemption at end of period |
|
$ |
156 |
|
$ |
483 |
|
$ |
834 |
|
$ |
1,621 |
|
Class C Shares assuming |
|
|
|
|
|
|
|
|
|
||||
redemption at end of period |
|
$ |
256 |
|
$ |
483 |
|
$ |
834 |
|
$ |
1,824 |
|
no redemption at end of period |
|
$ |
156 |
|
$ |
483 |
|
$ |
834 |
|
$ |
1,824 |
|
Class I Shares |
|
$ |
54 |
|
$ |
170 |
|
$ |
296 |
|
$ |
665 |
|
Class R1 Shares |
|
$ |
156 |
|
$ |
483 |
|
$ |
834 |
|
$ |
1,824 |
|
Class R2 Shares |
|
$ |
105 |
|
$ |
328 |
|
$ |
569 |
|
$ |
1,259 |
|
Class R3 Shares |
|
$ |
80 |
|
$ |
249 |
|
$ |
433 |
|
$ |
966 |
|
Class R4 Shares |
|
$ |
54 |
|
$ |
170 |
|
$ |
296 |
|
$ |
665 |
|
Class R6 Shares |
|
$ |
44 |
|
$ |
138 |
|
$ |
241 |
|
$ |
542 |
|
Portfolio Turnover
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These transaction costs, which are not reflected in “Annual Fund Operating Expenses” or in the “Example,” affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 36% of the average value of its portfolio.
Principal Investment Strategies
MFS (Massachusetts Financial Services Company, the fund’s investment adviser) normally invests at least 80% of the fund’s net assets in corporate debt instruments. MFS may also invest the fund’s assets in U.S. Government securities.
MFS invests the majority of the fund’s assets in investment grade quality debt instruments, but may also invest in below investment grade quality debt instruments.
MFS may invest the fund’s assets in foreign securities.
MFS normally invests the fund’s assets across different industries and sectors, but MFS may invest a significant percentage of the fund’s assets in issuers in a single industry or sector.
While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives include futures, forward contracts, options, swaps, and certain complex structured securities.
MFS uses an active bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers. Quantitative screening tools that systematically evaluate instruments may also be considered. In structuring the fund, MFS also considers top-down factors.
For purposes of the fund’s 80% policy, net assets include the amount of any borrowings for investment purposes.
Principal Risks
As with any mutual fund, the fund may not achieve its objective and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
The principal risks of investing in the fund are:
Investment Selection Risk: MFS’ investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests.
Debt Market Risk: Debt markets can be volatile and can decline significantly in response to, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets or the debt markets generally. Certain events can have
3
MFS Corporate Bond Fund
a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or segment of a debt market.
Interest Rate Risk: In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for instruments with longer maturities, or that do not pay current interest.
Credit Risk: The price of a debt instrument depends, in part, on the credit quality of the issuer, borrower, counterparty, or other entity responsible for payment, or underlying collateral or assets and the terms of the instrument. The price of a debt instrument can decline in response to changes in, or perceptions of, the financial condition of the issuer, borrower, counterparty, or other entity, or underlying collateral or assets, or changes in, or perceptions of, specific or general market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions.
Below investment grade quality debt instruments (commonly referred to as “high yield securities” or “junk bonds”) can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality debt instruments are regarded as having predominantly speculative characteristics. Below investment grade quality debt instruments tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments.
Foreign Risk: Exposure to foreign markets through issuers or currencies can involve additional risks relating to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These factors can make foreign investments, especially those tied economically to emerging and frontier markets, more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to these conditions than the U.S. market.
Focus Risk: Issuers in a single industry, sector, country, or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions, and the fund’s performance will be affected by the conditions in the industries, sectors, countries and regions to which the fund is exposed.
Prepayment/Extension Risk: Instruments subject to prepayment and/or extension can reduce the potential for gain for the instrument’s holders if the instrument is prepaid and increase the potential for loss if the maturity of the instrument is extended.
Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to the risks of the underlying indicator(s) on which the derivative is based. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Derivatives can involve leverage.
Leveraging Risk: Leverage involves investment exposure in an amount exceeding the initial investment. Leverage can cause increased volatility by magnifying gains or losses.
Counterparty and Third Party Risk: Transactions involving a counterparty or third party other than the issuer of the instrument are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction.
Liquidity Risk: It may be difficult to value, and it may not be possible to sell, certain investments, types of investments, and/or investments in certain segments of the market, and the fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs.
Large Shareholder Risk: From time to time, shareholders of the fund (which may include institutional investors, financial intermediaries, or other MFS funds) may make relatively large redemptions or purchases of fund shares. These transactions may cause the fund to sell securities or invest additional cash, as the case may be, at disadvantageous prices. Redemptions of a large number of shares also may increase transaction costs or have adverse tax consequences for shareholders of the fund by requiring a sale of portfolio securities.
Performance Information
The bar chart and performance table below are intended to provide some indication of the risks of investing in the fund by showing changes in the fund’s performance over time and how the fund’s performance over time compares with that of a broad measure of market performance.
The fund’s past performance (before and after taxes) does not necessarily indicate how the fund will perform in the future. Updated performance is available online at mfs.com or by calling 1-800-225-2606.
Class A Bar Chart. The bar chart does not take into account any sales charges (loads) that you may be required to pay upon purchase or redemption of the fund’s shares. If these sales charges were included, they would reduce the returns shown.
The total return for the six-month period ended June 30, 2020, was 5.87%. During the period(s) shown in the bar chart, the highest quarterly return was 5.53% (for the calendar quarter ended March 31, 2019) and the lowest quarterly return was (2.94)% (for the calendar quarter ended June 30, 2013).
4
MFS Corporate Bond Fund
Performance Table.
Average Annual Total Returns
(For the Periods Ended December 31, 2019)
Share Class |
|
1 YEAR |
|
5 YEARS |
|
10 YEARS |
|
Returns Before Taxes |
|
|
|
|
|
|
|
B Shares |
|
9.60 |
% |
3.25 |
% |
4.84 |
% |
C Shares |
|
12.53 |
% |
3.58 |
% |
4.68 |
% |
I Shares |
|
14.70 |
% |
4.61 |
% |
5.72 |
% |
R1 Shares |
|
13.52 |
% |
3.58 |
% |
4.68 |
% |
R2 Shares |
|
14.13 |
% |
4.11 |
% |
5.20 |
% |
R3 Shares |
|
14.41 |
% |
4.37 |
% |
5.46 |
% |
R4 Shares |
|
14.61 |
% |
4.61 |
% |
5.72 |
% |
R6 Shares |
|
14.81 |
% |
4.72 |
% |
5.80 |
% |
A Shares |
|
9.55 |
% |
3.47 |
% |
5.00 |
% |
Returns After Taxes on Distributions |
|
|
|
|
|
|
|
A Shares |
|
8.18 |
% |
2.06 |
% |
3.42 |
% |
Returns After Taxes on Distributions and Sale of Fund Shares |
|
|
|
|
|
|
|
A Shares |
|
5.62 |
% |
2.00 |
% |
3.19 |
% |
Index Comparison (Reflects no deduction for fees, expenses, or taxes) |
|
|
|
|
|
|
|
Bloomberg Barclays U.S. Credit Bond Index |
|
13.80 |
% |
4.39 |
% |
5.32 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your own tax situation, and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. The after-tax returns are shown for only one of the fund’s classes of shares, and after-tax returns for the fund’s other classes of shares will vary from the returns shown.
Investment Adviser
MFS serves as the investment adviser for the fund.
Portfolio Manager(s)
Portfolio Manager |
|
Since |
|
Title |
Alexander Mackey |
|
2017 |
|
Investment Officer of MFS |
Henry Peabody |
|
December 2019 |
|
Investment Officer of MFS |
Robert Persons |
|
2005 |
|
Investment Officer of MFS |
Effective June 30, 2021, Robert Persons will no longer be a portfolio manager of the fund.
Purchase and Sale of Fund Shares
You may purchase and redeem shares of the fund each day the New York Stock Exchange (the NYSE) is open for trading. You may purchase or redeem shares either by having your financial intermediary process your purchase or redemption, or through MFS Service Center, Inc. (MFSC) by overnight mail (MFSC, Suite 219341, 430 W 7th Street, Kansas City, MO 64105-1407), by mail ([Fund Name], P.O. Box 219341, Kansas City, MO 64121-9341), by telephone (1-800-225-2606), or via the Internet at mfs.com (MFS Access).
The fund’s initial and subsequent investment minimums generally are as follows:
Class |
|
Initial Minimum |
|
Subsequent Minimum |
Class A, Class B, Class C |
|
None – automatic investment plans and certain asset-based fee programs
|
|
$50 – by check and non-systematic written exchange request, and via MFSC telephone representatives
|
Class I, Class R1, Class R2, Class R3, Class R4, Class R6 |
|
None |
|
None |
Purchases of Class B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B shares for the same share class of another MFS fund.
Taxes
If your shares are held in a taxable account, the fund’s distributions will be taxed to you as ordinary income and/or capital gains. If your shares are held in a tax-advantaged account, you will generally be taxed only upon withdrawals from the account.
Payments to Broker/Dealers and Other Financial Intermediaries
If you purchase shares of the fund through a broker/dealer or other financial intermediary (such as a bank), the fund, MFS, and/or MFS’ affiliates may pay the financial intermediary for the sale of shares of a fund and/or the servicing of shareholder accounts. These payments may create a conflict of interest by influencing your broker/dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your financial intermediary or visit your financial intermediary’s website for more information.
Investment Objective, Strategies, and Risks
Investment Objective
The fund’s investment objective is to seek total return with an emphasis on current income, but also considering capital appreciation. The fund’s objective may be changed without shareholder approval.
Principal Investment Strategies
MFS normally invests at least 80% of the fund’s net assets in corporate debt instruments. MFS may also invest the fund’s assets in U.S. Government securities.
MFS invests the majority of the fund’s assets in investment grade quality debt instruments, but may also invest in below investment grade quality debt instruments.
MFS may invest the fund’s assets in foreign securities.
MFS normally invests the fund’s assets across different industries and sectors, but MFS may invest a significant percentage of the fund’s assets in issuers in a single industry or sector.
While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market,
5
MFS Corporate Bond Fund
segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments.
MFS uses an active bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers in light of the issuers’ financial condition and market, economic, political, and regulatory conditions. Factors considered may include the instrument’s credit quality and terms, any underlying assets and their credit quality, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features may also be considered. In structuring the fund, MFS also considers top-down factors, including sector allocations, yield curve positioning, duration, macroeconomic factors, and risk management factors.
For purposes of the fund’s 80% policy, net assets include the amount of any borrowings for investment purposes.
Principal Investment Types
The principal investment types in which the fund may invest are:
Debt Instruments: Debt instruments represent obligations of corporations, governments, and other entities to repay money borrowed, or other instruments believed to have debt-like characteristics. The issuer or borrower usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the instrument. Debt instruments generally trade in the over-the-counter market and can be less liquid than other types of investments, particularly during adverse market and economic conditions. During certain market conditions, debt instruments in some or many segments of the debt market can trade at a negative interest rate (i.e., the price to purchase the debt instrument is more than the present value of expected interest payments and principal due at the maturity of the instrument). Some debt instruments, such as zero coupon bonds or payment-in-kind bonds, do not pay current interest. Other debt instruments, such as certain mortgage-backed securities and other securitized instruments, make periodic payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal.
Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.
U.S. Government Securities: U.S. Government securities are securities issued or guaranteed as to the payment of principal and interest by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity. Certain U.S. Government securities are not supported as to the payment of principal and interest by the full faith and credit of the U.S. Treasury or the ability to borrow from the U.S. Treasury. Some U.S. Government securities are supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security. U.S. Government securities include mortgage-backed securities and other types of securitized instruments guaranteed by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity.
Derivatives: Derivatives are financial contracts whose value is based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure, or index. Derivatives often involve a counterparty to the transaction. Derivatives include futures, forward contracts, options, swaps, and certain complex structured securities.
Principal Risks
The yield and share price of the fund will change daily based on changes in interest rates and market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. As with any mutual fund, the fund may not achieve its objective and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The significance of any specific risk to an investment in the fund will vary over time depending on the composition of the fund’s portfolio, market conditions, and other factors. You should read all of the risk information below carefully, because any one or more of these risks may result in losses to the fund.
The principal risks of investing in the fund are:
Investment Selection Risk: MFS’ investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests. In addition, MFS or the fund’s other service providers may experience disruptions or operating errors that could negatively impact the fund.
Debt Market Risk: Debt markets can be volatile and can decline significantly in response to, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets, or debt markets generally. Certain changes or events, such as political, social, or economic developments, including increasing and negative interest rates or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or a segment of a debt market.
Interest Rate Risk: The price of a debt instrument typically changes in response to interest rate changes. Interest rates can change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for instruments with longer maturities, or that do not pay current interest. In addition, short-term and long-term interest rates, and interest rates in different countries, do not necessarily move in the same direction or by the same amount. An instrument’s reaction to interest rate changes depends on the timing of its interest and principal payments and the current interest rate for each of those time periods. Instruments with floating interest rates can be less sensitive to interest rate changes. The price of an instrument trading at a negative interest rate responds to interest rate changes like other debt instruments; however, an instrument purchased at a negative interest rate is expected to produce a negative return if held to maturity. Changes in government and/or central bank monetary policy may affect the level of interest rates.
6
MFS Corporate Bond Fund
Credit Risk: The price of a debt instrument depends, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due. The price of a debt instrument is likely to fall if an issuer or borrower defaults on its obligation to pay principal or interest, if the instrument’s credit rating is downgraded by a credit rating agency, or based on other changes in, or perceptions of, the financial condition of the issuer or borrower. For certain types of instruments, including derivatives, the price of the instrument depends in part on the credit quality of the counterparty to the transaction. For other types of debt instruments, including securitized instruments, the price of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult.
Below investment grade quality debt instruments can involve a substantially greater risk of default or can already be in default, and their values can decline significantly over short periods of time. Below investment grade quality debt instruments are regarded as having predominantly speculative characteristics with respect to capacity to pay interest and principal. Below investment grade quality debt instruments tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The market for below investment grade quality debt instruments can be less liquid, especially during periods of recession or general market decline.
Foreign Risk: Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies can involve additional risks relating to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, or other confiscation, the fund could lose its entire foreign investment in a particular country. Economies and financial markets are interconnected, which increases the likelihood that conditions in one country or region can adversely impact issuers in different countries and regions. Less stringent regulatory, accounting, auditing, and disclosure requirements for issuers and markets are more common in certain foreign countries. Enforcing legal rights can be difficult, costly, and slow in certain foreign countries, and can be particularly difficult against foreign governments. Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer with exposure to multiple countries as well as affect the U.S. dollar value of foreign currency investments and investments denominated in foreign currencies. Additional risks of foreign investments include trading, settlement, custodial, and other operational risks, and withholding and other taxes. These factors can make foreign investments, especially those tied economically to emerging and frontier markets (emerging markets that are early in their development), more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions than the U.S. market.
Focus Risk: Issuers in a single industry, sector, country, or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions. These conditions include business environment changes; economic factors such as fiscal, monetary, and tax policies; inflation and unemployment rates; and government and regulatory changes. The fund’s performance will be affected by the conditions in the industries, sectors, countries and regions to which the fund is exposed.
Prepayment/Extension Risk: Many types of debt instruments, including mortgage-backed securities, securitized instruments, certain corporate bonds, and municipal housing bonds, and certain derivatives, are subject to the risk of prepayment and/or extension. Prepayment occurs when unscheduled payments of principal are made or the instrument is called or redeemed prior to an instrument’s maturity. When interest rates decline, the instrument is called, or for other reasons, these debt instruments may be repaid more quickly than expected. As a result, the holder of the debt instrument may not be able to reinvest the proceeds at the same interest rate or on the same terms, reducing the potential for gain. When interest rates increase or for other reasons, these debt instruments may be repaid more slowly than expected, increasing the potential for loss. In addition, prepayment rates are difficult to predict and the potential impact of prepayment on the price of a debt instrument depends on the terms of the instrument.
Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to, and potentially greater than, the risks of the underlying indicator(s). Gains or losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Derivatives can involve leverage. Derivatives can be complex instruments and can involve analysis and processing that differs from that required for other investment types used by the fund. If the value of a derivative does not change as expected relative to the value of the market or other indicator to which the derivative is intended to provide exposure, the derivative may not have the effect intended. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments.
Leveraging Risk: Certain transactions and investment strategies can result in leverage. Leverage involves investment exposure in an amount exceeding the initial investment. In transactions involving leverage, a relatively small change in an underlying indicator can lead to significantly larger losses to the fund. Leverage can cause increased volatility by magnifying gains or losses.
Counterparty and Third Party Risk: Transactions involving a counterparty other than the issuer of the instrument, including clearing organizations, or a third party responsible for servicing the instrument or effecting the transaction, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction. If a counterparty or third party fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the fund could miss investment opportunities, lose value on its investments, or otherwise hold investments it would prefer to sell, resulting in losses for the fund.
Liquidity Risk: Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market, or may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, including investors trying to sell large quantities of a particular investment or type of investment, or lack of market makers or other buyers for a particular investment or type of investment. At times, all or a significant portion of a market may not have an active trading market. Without an active trading market, it may be difficult to value, and it may not be possible to sell, these investments and the
7
MFS Corporate Bond Fund
fund could miss other investment opportunities and hold investments it would prefer to sell, resulting in losses for the fund. In addition, the fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs, which could result in dilution of remaining investors’ interests in the fund. The prices of illiquid securities may be more volatile than more liquid investments.
Large Shareholder Risk: From time to time, shareholders of the fund (which may include institutional investors, financial intermediaries, or other MFS funds) may make relatively large redemptions or purchases of fund shares. These transactions may cause the fund to sell securities or invest additional cash, as the case may be, at disadvantageous prices. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on the fund’s performance to the extent that the fund may be required to sell securities or invest cash at times it would not otherwise do so. Redemptions of a large number of shares also may increase transaction costs or have adverse tax consequences for shareholders of the fund by requiring a sale of portfolio securities. In addition, a large redemption could result in the fund’s current expenses being allocated over a smaller asset base, leading to an increase in the fund’s expense ratio.
Other Investment Strategies and Risks
Active and Frequent Trading: MFS may engage in active and frequent trading in pursuing the fund’s principal investment strategies. Frequent trading increases transaction costs, which can reduce the fund’s return. Frequent trading can also increase the possibility of capital gain distributions. Capital gain distributions generally increase your tax liability unless you hold your shares through a tax-advantaged or exempt vehicle.
Temporary Defensive Strategy: In response to adverse market, economic, industry, political, or other conditions, MFS may depart from the fund’s principal investment strategies by temporarily investing for defensive purposes. When MFS invests defensively, different factors could affect the fund’s performance and the fund may not achieve its investment objective. In addition, the defensive strategy may not work as intended.
Further Information on Investment Strategies, Types, and Risks: Information about investment strategies and investment types not described in the prospectus and the risks associated with those investment strategies and investment types are described in the fund’s Statement of Additional Information (SAI).
Management of the Fund
Investment Adviser
MFS, located at 111 Huntington Avenue, Boston, Massachusetts 02199, serves as the investment adviser for the fund. Subject to the supervision of the fund’s Board of Trustees, MFS is responsible for managing the fund’s investments, executing transactions, and providing related administrative services and facilities under an Investment Advisory Agreement between the fund and MFS.
For the fiscal year ended April 30, 2020, the fund paid MFS an effective management fee equal to 0.37% of the fund’s average daily net assets.
The management fee set forth in the Investment Advisory Agreement is 0.39% of the fund’s average daily net assets annually of the first $1.1 billion; 0.38% of the fund’s average daily net assets annually in excess of $1.1 billion and up to $5 billion; 0.35% of the fund’s average daily net assets annually in excess of $5 billion and up to $10 billion; and 0.34% of the fund’s average daily net assets annually in excess of $10 billion.
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the fiscal year ended April 30, 2020, this management fee reduction amounted to 0.01% of the fund’s average daily net assets.
A discussion regarding the basis for the Board of Trustees’ approval of the Investment Advisory Agreement is available in the fund’s semi-annual report for the six-month period ended October 31, 2019.
MFS is America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund, Massachusetts Investors Trust. Net assets under the management of the MFS organization were approximately $507 billion as of June 30, 2020.
Disclosure of Portfolio Holdings. The fund has established a policy with respect to the disclosure of fund portfolio holdings. A description of this policy is provided in the SAI.
The following information is generally available to you at mfs.com/openendfunds by choosing the fund’s name:
Information |
|
Approximate Date of Posting |
Fund’s top 10 holdings as of each month’s end |
|
11 days after month end |
Fund’s full holdings as of each month’s end |
|
19 days after month end |
Holdings also include short positions, if any. Top 10 holdings exclude cash, cash equivalents, short-term investments, currency derivatives, and the cash portion of other derivatives. For purposes of full holdings, cash, cash equivalents, and short-term investments are aggregated and currency derivatives and the cash portion of other derivatives are aggregated.
Note that the fund or MFS may suspend the posting of this information or modify the elements of this Web posting policy without notice to shareholders. Once posted, the above information will generally remain available on mfs.com until at least the date on which the fund files a Form N-CSR or Form N-PORT for the period that includes the date as of which the mfs.com information is current.
Portfolio Manager(s)
Information regarding the portfolio manager(s) of the fund is set forth below. Further information regarding the portfolio manager(s), including other accounts managed, compensation, ownership of fund shares, and possible conflicts of interest, is available in the fund’s SAI.
Portfolio Manager |
|
Primary Role |
|
Five Year History |
Alexander Mackey |
|
Portfolio Manager |
|
Employed in the investment area of MFS since 2001 |
Henry Peabody |
|
Portfolio Manager |
|
Employed in the investment area of MFS since July 2019; Vice President/Portfolio Manager at Eaton Vance Management prior to July 2019 |
Robert Persons |
|
Portfolio Manager |
|
Employed in the investment area of MFS since 2000 |
Effective June 30, 2021, Robert Persons will no longer be a portfolio manager of the fund.
Administrator
MFS provides the fund with certain financial, legal, and other administrative services under a Master Administrative Services
8
MFS Corporate Bond Fund
Agreement between the fund and MFS. Under the Agreement, MFS is paid an annual fee for providing these services.
Distributor
MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund.
Shareholder Servicing Agent
MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, provides dividend and distribution disbursing and transfer agent and recordkeeping functions in connection with the issuance, transfer, and redemption of each class of shares of the fund under a Shareholder Servicing Agent Agreement. MFSC receives a fee based on the costs it incurs in providing these services and a target profit margin. In addition, MFSC is reimbursed for payments made to service providers that provide certain sub-accounting and other shareholder services (shareholder servicing payments) and its out-of-pocket expenses. No shareholder servicing payments are made for Class R6 shares.
Description of Share Classes
The fund offers Class A, Class B, Class C, Class I, Class R1, Class R2, Class R3, Class R4, and Class R6 shares through this prospectus. All classes of the fund have the same investment objective and investments, but each class has its own sales charge and expense structure. Your financial intermediary may also charge you additional fees, commissions, or other charges. You should consult with your financial intermediary to help you determine which class is most appropriate for you.
Purchases of Class B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B shares for the same share class of another MFS fund.
Share Class Eligibility
Your financial intermediary is responsible for determining if you meet any share class eligibility requirements. MFS does not generally monitor any share class eligibility requirements.
Class A, Class B, and Class C shares do not have any share class eligibility requirements.
Class I shares generally are available only to the following eligible investors:
● certain retirement plans established for the benefit of employees and former employees of MFS or its affiliates;
● defined benefit retirement plans, endowments or foundations;
● bank trust departments or law firms acting as trustee or manager for trust accounts;
● investors who purchase shares through asset-based fee programs available through financial intermediaries;
● employees and former employees of MFS and its subsidiaries who were employed by MFS or its subsidiaries on or after January 1, 2013, trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, and joint accounts with such persons’ spouses or legal equivalents under applicable state law; and
● trustees and former trustees of any investment company for which MFD serves as a distributor and who served as trustee on or after January 1, 2013, trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, and joint accounts with such persons’ spouses or legal equivalents under applicable state law.
Class I shares are also available to other institutional investors who have entered into an agreement with MFD to purchase Class I shares and investors who purchase shares through brokerage programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class I shares through such programs. In addition, Class I shares are also available to investors whose Class A, Class B, or Class C shares have been converted to Class I shares as a result of no financial intermediary being specified on the investor’s account. (Please see “Conversion Among Share Classes” below.)
Class R1, Class R2, Class R3, and Class R4 shares generally are available only to eligible retirement plans (401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans any of whose accounts are maintained by the fund at an omnibus level (“Employer Retirement Plans”)), and health savings accounts under Section 223 of the Internal Revenue Code if such accounts are maintained by the fund at an omnibus level.
Class R1, Class R2, Class R3, and Class R4 shares generally are not available to traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, salary reduction only 403(b) plans, and Section 529 tuition plans.
Class R6 shares generally are available only to the following eligible investors:
● Employer Retirement Plans;
● health savings accounts under Section 223 of the Internal Revenue Code if such accounts are maintained by the fund at an omnibus level;
● investment companies distributed by MFD;
● endowments and foundations, local, city and state agencies (or entities acting on their behalf);
● funded welfare benefit plans (e.g., Voluntary Employees’ Beneficiary Association (VEBA) and Other Post-Employment (OPEB) plans);
● unaffiliated registered investment companies;
● collective investment trusts; and
● investors who purchase shares through asset-based fee programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class R6 shares through such programs.
Class R6 shares are also available to other institutional investors who have entered into an agreement with MFD to purchase Class R6 shares and investors who purchase shares through brokerage programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class R6 shares through such programs.
Conversion Among Share Classes
If you hold Class B shares for approximately eight years, they will convert to Class A shares of the fund. For purposes of calculating the conversion date, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month.
All Class B shares you acquire through the reinvestment of dividends and distributions will be held in a separate sub-account. Each time any Class B shares in your account convert to Class A
9
MFS Corporate Bond Fund
shares, a proportionate number of the Class B shares in the sub-account will also convert to Class A shares.
For shareholders invested in Class B shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period. The automatic conversion of Class B shares to Class A shares will not apply to shares held through financial intermediaries that do not track the length of time that a shareholder has held such shares. Please consult your financial intermediary for more information.
If you hold Class C shares for approximately ten years, they will convert to Class A shares of the fund. For purposes of calculating the conversion date, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month.
All Class C shares you acquire through the reinvestment of dividends and distributions will be held in a separate sub-account. Each time any Class C shares in your account convert to Class A shares, a proportionate number of the Class C shares in the sub-account will also convert to Class A shares.
For shareholders invested in Class C shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period. The automatic conversion of Class C shares to Class A shares will not apply to shares held through financial intermediaries that do not track the length of time that a shareholder has held such shares. Please consult your financial intermediary for more information.
Shareholders may be able to convert between Class A shares and Class I shares of the fund if they satisfy eligibility requirements for the other class, if any. Class I shareholders may be able to convert their Class I shares to Class R6 shares of the fund if they satisfy eligibility requirements of Class R6 shares.
Class C shareholders of the fund may be able to convert their shares to Class A shares of the fund if their financial intermediary provides written notification to MFD prior to such conversion that the intermediary has determined that Class A was the appropriate share class at the time of purchase for such shareholder and receives approval of such conversion by MFD. Class C shareholders also may be able to convert their Class C shares not subject to a CDSC to Class I shares of the fund if they satisfy eligibility requirements of Class I shares.
Class A, Class B, or Class C shares in an account held directly with MFSC for which no financial intermediary is specified will be periodically converted to Class I shares as authorized by MFD. If your Class A, Class B, or Class C shares are converted to Class I shares pursuant to this conversion feature, all future purchases in your account will be invested in Class I shares. Shareholders will generally be provided with written notice at least 30 days prior to a conversion of their Class A, Class B, or Class C shares to Class I shares.
If a shareholder converts from one share class to another share class of the fund, as described above, the transaction will be based on the respective net asset value of each class as of the trade date for the conversion. Consequently, the converting shareholder may receive fewer shares or more shares than originally owned, depending on that day’s net asset values. The total value of the initially held shares, however, will equal the total value of the converted shares received. A conversion between share classes in the same fund, as described above, is a nontaxable event for federal income tax purposes.
Sales Charges and Waivers and Reductions
You may be subject to an initial sales charge when you purchase Class A shares, or a CDSC when you redeem Class A, Class B, or Class C shares. These sales charges are paid to MFD.
You may qualify for a sales charge waiver or reduction when you purchase or redeem shares. The waivers or reductions that are applicable to your transaction depend on your financial intermediary and the type of account and transaction. Further details regarding these waivers and reductions are provided in Appendix A of this prospectus. It is your responsibility to inform your financial intermediary or MFSC upon purchasing fund shares of your eligibility for a sales charge waiver or reduction. Waivers or reductions may be eliminated, modified, and added at any time without providing advance notice to shareholders.
Class A Shares. You may purchase Class A shares at the offering price (which includes the applicable initial sales charge).
The amount of the initial sales charge you pay when you buy Class A shares differs depending upon the amount you invest, as follows:
|
|
INITIAL SALES CHARGE AS PERCENTAGE OF: |
|
||
Amount of Purchase |
|
GROSS PURCHASE
|
|
NET AMOUNT
|
|
Less than $100,000 |
|
4.25 |
% |
4.44 |
% |
$100,000 but less than $250,000 |
|
3.25 |
% |
3.36 |
% |
$250,000 but less than $500,000 |
|
2.25 |
% |
2.30 |
% |
$500,000 or more |
|
None |
|
None |
|
* Offering price is calculated by dividing the net asset value of a share by the difference between 1 and the initial sales charge percentage. Because the offering price is rounded to two decimal places, actual sales charges you pay may be more or less than those calculated using these percentages.
You may purchase Class A shares without an initial sales charge when you invest $500,000 or more in Class A shares. However, for purchasers other than Employer Retirement Plans, a CDSC of 1% will generally be deducted from your redemption proceeds if you redeem within 18 months of purchase.
Class B Shares. You may purchase Class B shares at net asset value without an initial sales charge, but if you redeem your shares within the first six years after purchase, you may be subject to a CDSC (declining from 4% during the first year to 0% after six years).
The CDSC is imposed according to the following schedule:
Year of redemption after purchase |
|
1st |
|
2nd |
|
3rd |
|
4th |
|
5th |
|
6th |
|
7th |
|
Contingent deferred sales charge |
|
4 |
% |
4 |
% |
3 |
% |
3 |
% |
2 |
% |
1 |
% |
0 |
% |
Class C Shares. You may purchase Class C shares at net asset value without an initial sales charge. However, a CDSC of 1% will generally be deducted from your redemption proceeds if you redeem within 12 months of your purchase.
Class I Shares. Eligible investors may purchase Class I shares at net asset value without an initial sales charge or a CDSC upon redemption.
Class R1, Class R2, Class R3, Class R4, and Class R6 Shares. Eligible investors may purchase Class R1, Class R2, Class R3, Class R4, and Class R6 shares at net asset value without an initial sales charge or a CDSC upon redemption.
10
MFS Corporate Bond Fund
Calculation Of CDSC. As discussed above, certain investments in Class A, Class B, and Class C shares are subject to a CDSC. For purposes of calculating the CDSC, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month. The CDSC is based on the original purchase cost or the current market value of the shares being sold, whichever is less. For purposes of determining the CDSC, if you sell only some of your shares, shares not subject to a CDSC are sold first, followed by shares held the longest.
Shares acquired through reinvestment of distributions are not subject to a CDSC.
Distribution and Service Fees
The fund has adopted a plan in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Distribution Plan”). Under the Distribution Plan, the fund pays distribution and/or service fees to MFD to support the sale and distribution of Class A, Class B, Class C, Class R1, Class R2, and Class R3 shares, and/or shareholder servicing and account maintenance activities. These distribution and/or service fees equal on an annual basis up to the following maximum percentages of average daily net assets of the class:
CLASS |
|
MAXIMUM
|
|
MAXIMUM SERVICE
|
|
MAXIMUM TOTAL
|
|
Class A |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
Class B |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class C |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class R1 |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class R2 |
|
0.25 |
% |
0.25 |
% |
0.50 |
% |
Class R3 |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
These fees are paid out of fund assets of the applicable class of shares. Because these fees are an ongoing expense of the fund, they increase the cost of your investment over time and may cost you more than other types of sales charges.
MFD has voluntarily agreed to rebate to the class a portion of such class’ 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to seed money of MFS or an affiliate. The fund has not adopted a Rule 12b-1 plan with respect to its Class I, Class R4, or Class R6 shares.
Financial Intermediary Compensation
The term “financial intermediary” refers to any broker/dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, third-party administrator, insurance company, and any other institution having a selling, administration, or any similar agreement with MFD, MFS, or any of their affiliates.
Financial intermediaries receive various forms of compensation in connection with the sale of shares of a fund and/or the servicing of shareholder accounts. Financial intermediaries may receive such compensation (i) in the form of up-front commissions and ongoing asset-based compensation paid by MFD based on sales charges received and expected to be received by MFD from shareholders and Distribution Plan distribution and service payments received by MFD from the fund, (ii) in the form of shareholder servicing payments paid by an affiliate of MFD based on the receipt of such payments by MFD or its affiliates from the fund, and (iii) in the form of payments paid by MFD from MFD’s own additional resources.
Financial intermediaries may receive up-front commissions of up to the following percentage amounts for sales of the following share classes:
SHARE CLASS |
|
UP FRONT COMMISSION AS A
|
|
Class A |
|
4.25 |
% |
Class B |
|
3.75 |
% |
Class C |
|
1.00 |
% |
In addition, financial intermediaries may receive payments from MFD from MFD’s own additional resources as incentives to market the MFS funds, to cooperate with MFD’s promotional efforts and/or in recognition of their marketing, administrative services, and/or transaction processing support. This compensation from MFD is not reflected in the fees and expenses listed in the fee table section of the fund’s prospectus. MFD compensates financial intermediaries based on criteria established by MFD from time to time that consider, among other factors, the distribution potential of the financial intermediary, the types of products and programs offered by the financial intermediary, the level and/or type of marketing and administrative support provided by the financial intermediary, the level of assets attributable to and/or sales by the financial intermediary and the quality of the overall relationship with the financial intermediary.
These additional payments by MFD may take the form of payments to financial intermediaries that provide marketing support and administrative services to MFD with respect to fund shares sold or held through the financial intermediary’s distribution network and/or through programs such as retirement programs, qualified tuition programs, fund supermarkets, fee-based advisory or wrap fee programs, bank trust programs, and insurance (e.g., individual or group annuity) programs. MFD may also make payments to financial intermediaries to help offset the cost associated with client account maintenance support, statement preparation, and transaction processing. To the extent permitted by U.S. Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) rules and other applicable laws and regulations, MFD may make other payments or allow other promotional incentives or payments to financial intermediaries.
The types of payments described above are not exclusive and such payments can be significant to the financial intermediary. In addition, the compensation that financial intermediaries receive may vary by class of shares sold and among financial intermediaries. Depending upon the arrangements in place at any particular time, financial intermediaries may have a financial incentive to recommend a particular fund or share class.
You can find further details in the SAI about the payments made by MFD and its affiliates and the services provided by financial intermediaries. Financial intermediaries may charge you additional fees and/or commissions other than those disclosed in this prospectus. You can ask your financial intermediary for information about any payments it receives from MFD and its affiliates and any services it provides, as well as about fees and/or commissions it charges. Financial intermediaries that sell fund shares may also act as a broker/dealer in connection with a MFS fund’s purchase or sale of portfolio securities. However, the fund and MFS do not consider financial intermediaries’ sales of shares of an MFS fund as a factor when choosing broker/dealers to effect portfolio transactions for the MFS funds.
11
MFS Corporate Bond Fund
How To Purchase, Redeem, and Exchange Shares
You may purchase, redeem, and exchange shares of the fund in the manner described below. The fund is generally only available to U.S. residents with a valid U.S. tax identification number (and to certain other qualified investors). If you buy or sell shares of a fund through a retirement account, Section 529 plan, or financial intermediary, the procedures for buying, selling, and exchanging shares of the fund and the features, policies, and fees may differ from those discussed in this prospectus. Investment minimums may be waived or reduced for certain types of investors and investments and your financial intermediary may have additional minimums.
How to Purchase Shares
Your shares will be bought at the offering price (the net asset value per share plus any applicable initial sales charge) next calculated after your purchase order is received in proper form. Your financial intermediary is responsible for transmitting your purchase order to the fund in proper form and in a timely manner. MFSC reserves the right to reject any purchase order that is not in proper form. The specific requirements for proper form depend on the type of account and transaction and the method of purchase; contact MFSC if you have questions about your particular circumstances. Certain restrictions apply to the use of a transfer on death registration. You or your financial intermediary should contact MFSC to obtain a Transfer on Death registration form and for information regarding MFSC’s other requirements for transfer on death registrations. If payment for a purchase order is not received by the time required under applicable law, your purchase order may be cancelled and your financial intermediary could be liable for any costs or losses.
The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders. The fund may stop offering shares completely, or may offer shares only on a limited basis, for a period of time or permanently.
The fund is required by law to obtain from you certain information that will be used to verify the identity of the account owner. If you do not provide the information, the fund will not be able to open your account. The fund must also take certain steps to verify that the account information you provide is correct.
Purchases of Class B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B shares for the same share class of another MFS fund.
Class A, Class B, and Class C Shares. You can establish an account by having your financial intermediary process your purchase or by contacting MFSC directly.
Purchases of Class B shares are subject to a total account value limitation at the time of purchase of $99,999, and purchases of Class C shares are subject to a total account value limitation at the time of purchase of $499,999. If your existing accounts for all share classes held with the MFS funds have a total value equal to $99,999 for Class B share purchases or $499,999 for Class C share purchases, you will not be able to purchase Class B or Class C shares, as applicable. For the purpose of determining your total account value, existing accounts for all share classes held with the MFS funds that are linked under a Letter of Intent or Right of Accumulation will be included.
The fund or its agents may at their discretion accept a purchase request for Class B shares or Class C shares that would otherwise exceed the total account value limitation of $99,999 and $499,999, respectively, under certain circumstances, including purchases by certain types of group or sponsored retirement plans.
Class I Shares. You can establish an account through your MFD representative, by having your financial intermediary process your purchase, or by contacting MFSC directly.
Class R1, Class R2, Class R3, Class R4, and Class R6 Shares. You can establish an account through your financial intermediary or by contacting MFSC directly. For Class R6 investors, you can also establish your account through your MFD representative.
Additional Purchases
You may purchase additional shares through your financial intermediary or MFSC.
Additional Purchases Directly Through MFSC.
● Mail. You may purchase additional shares by mailing a check with your investment instructions to MFSC.
● Telephone. You may purchase additional shares by phone from your pre-designated bank account. You must elect this privilege on your account application or service application. Purchases via telephone are not available for certain types of accounts.
● Internet. You may purchase additional shares from a pre-designated bank account via the Internet at mfs.com (MFS Access). You must elect this privilege on your account application or service application and establish a password on MFS Access to use this service. Purchases via the Internet are not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares, and certain types of accounts.
● Wire. To purchase additional shares by wire, call MFSC for instructions.
● Automatic Investment Plan. You may purchase additional shares by automatically investing a designated amount from your checking or savings account on any day of the month. You must elect this privilege on your account application or service application.
Additional Purchases Through Your Financial Intermediary. You can have your financial intermediary purchase shares on your behalf. Your financial intermediary will be responsible for furnishing all necessary documents to MFSC and may charge you for this service.
How to Redeem Shares
Your shares will be sold at the net asset value per share next calculated after your redemption order is received in proper form, minus any applicable CDSC and/or other fees. Your financial intermediary is responsible for transmitting your redemption order to the fund in proper form and in a timely manner. MFSC reserves the right to reject any redemption request that is not in proper form. The specific requirements for proper form depend on the type of account and transaction and the method of redemption; contact MFSC if you have questions about your particular circumstances.
In certain circumstances, you will need to have your signature guaranteed and/or submit additional documentation to redeem your shares. In general, no signature guarantee is required for a redemption order for up to $100,000 that is signed by all owners or fiduciaries identified in the account registration, paid as registered, and mailed to the address of record. However, if you have changed your address of record within 30 days of your redemption order, a Medallion signature guarantee will generally be required. A Medallion signature guarantee will also generally be required if you want to send your redemption proceeds to a pre-designated bank account that was added or changed on your account within 30 days of your redemption order.
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MFS Corporate Bond Fund
The fund typically processes your redemption proceeds, after your request is received in proper form, by the end of the next business day for payment by wire and payment processed through DTCC’s Defined Contribution Clearance & Settlement System or Fund/SERV system (financial intermediaries can choose to have payments processed through the Fund/SERV system by the end of the second business day instead of the next business day), and by the end of the second business day for payment by check and Automated Clearing House. However, the fund may delay processing your redemption request for up to seven days. Under unusual circumstances, such as when the NYSE is closed, trading on the NYSE is restricted, or as permitted by the SEC, the fund may suspend redemptions or postpone payment for more than seven days.
If you recently purchased shares and subsequently request a redemption, redemption proceeds (other than in an exchange) for the shares you recently purchased will generally be delayed until money from such purchases sufficient to cover your redemption has been received and collected. Receiving and collecting payment can take up to seven business days after a purchase. You can avoid this delay by purchasing shares by wire transfer.
The fund typically expects to meet redemption requests by holding cash and/or cash equivalents, selling investments, and using overdraft provisions or lines of credit. The fund may also meet redemption requests by redeeming shares in kind for large redemptions or during stressed market conditions. If, during any 90-day period, you redeem shares in an amount greater than the lesser of $250,000 or 1% of fund net assets, and if MFS determines it to be feasible and appropriate, the fund may pay the redemption amount above such threshold by a distribution in kind of portfolio securities (redemption in kind). In the event that the fund makes a redemption in kind, you should expect to incur brokerage and other transaction charges when converting the securities to cash, and the securities will likely increase or decrease in value before you sell them.
You may redeem your shares either by having your financial intermediary process your redemption or by contacting MFSC directly.
Redeeming Directly Through MFSC.
● Mail. To redeem shares by mail, you can send a letter, or the applicable redemption form, to MFSC with the name of the fund, your account number, and the number of shares or dollar amount to be redeemed. MFSC currently charges a fee to send your proceeds via overnight mail.
● Telephone. If a signature guarantee is not required, you can call MFSC to have shares redeemed from your account and proceeds mailed to the address of record on the account. MFSC currently charges a fee to send your proceeds via overnight mail. You can also call MFSC to have shares redeemed from your account and the proceeds sent directly to a pre-designated bank account. You must elect this privilege on your account application or service application if you wish to have proceeds sent to your bank account. Telephone redemptions are not available for certain types of accounts.
● Internet. If a signature guarantee is not required, you can have shares redeemed from your account via the Internet at mfs.com (MFS Access) and the proceeds mailed to the address of record on the account. You can also have shares redeemed from your account via MFS Access and the proceeds sent directly to a pre-designated bank account. You must elect this privilege on your account application or service application and establish a password on MFS Access to use this service. Redemptions via the Internet are not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares, and certain types of accounts.
● Systematic Withdrawal Plan (not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares). If you have a balance of at least $5,000 in your account in the fund, you may elect to automatically receive (or designate someone else to receive) regular periodic payments (of at least $50 if by check) through an automatic redemption of such classes. The fund may terminate any Systematic Withdrawal Plan for an account if the value of the account falls below $5,000 as a result of share redemptions (other than as a result of a Systematic Withdrawal Plan). Please contact MFSC or your financial intermediary for details.
● Checkwriting. You may redeem your Class A and Class C shares by writing checks against your account. There is no charge for this service. You must elect this privilege on your account application to use this service. Shares in your account equal in value to the amount of the check plus the applicable CDSC (if any) and any income tax required to be withheld (if any), are redeemed to cover the amount of the check. If your account value is not great enough to cover these amounts, your check will be dishonored. Checkwriting is not available for all accounts.
Redeeming Through Your Financial Intermediary. You can have your financial intermediary process a redemption on your behalf. Your financial intermediary will be responsible for furnishing all necessary documents to MFSC and may charge you for this service.
Signature Guarantee/Additional Documentation. If a Medallion signature guarantee is required, your signature may be guaranteed by an eligible bank, broker/dealer, credit union, national securities exchange, registered securities association, clearing agency, or savings association that participates in a Medallion program recognized by the Securities Transfer Association. MFSC may require additional documentation for certain types of registrations and under certain circumstances. Signature guarantees and this additional documentation shall be accepted in accordance with policies established by MFSC, and MFSC may, at its discretion, change and make certain exceptions to these requirements. Please contact MFSC with any questions and for the requirements for your particular situation.
Share Certificates. If certificates are outstanding for your shares, you may only redeem such shares by mailing the certificates to MFSC. Telephone, electronic, and systematic withdrawal plan redemptions and checkwriting are not available if certificates are outstanding for your shares.
Involuntary Redemptions. Because it is costly to maintain small accounts, the MFS funds have reserved the right to redeem your Class A, Class B, or Class C shares without your permission when your account contains less than $500 for any reason, including market fluctuation. Before the fund makes such a redemption, you will be notified and given 60 days to increase your investment to at least $500. Certain accounts are not subject to these provisions. Any applicable CDSC will be waived for shares redeemed due to the small size of a shareholder’s account.
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In addition, the MFS funds have reserved the right to redeem your shares without your permission in cases of threatening conduct or suspicious, fraudulent, or illegal activity. Any applicable CDSC will be assessed upon redemption of your shares.
How to Exchange Shares
An exchange involves the redemption of shares of one fund and the purchase of shares of another fund.
Exchange Privilege. You can exchange your shares for shares of the same class, if available, of most other MFS funds at their respective net asset values by having your financial intermediary process your exchange request or by contacting MFSC directly.
You can exchange your Class A shares and your Class I shares for shares of MFS U.S. Government Money Market Fund, if available, according to the terms of such fund’s prospectus.
You can exchange your Class R6 shares of the fund for shares of MFS Institutional International Equity Fund, if available, subject to the eligibility requirements for such shares, according to the terms of MFS Institutional International Equity Fund’s prospectus.
Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange. Shares will retain the CDSC schedule in effect based upon a pro rata share of the CDSC from the exchanged fund and the original purchase date of the shares subject to the CDSC.
You should read the prospectus of the MFS fund into which you are exchanging and consider the differences in investment objectives, policies, and risks, and in fees and expenses, before making an exchange. The exchange privilege may be changed or discontinued at any time, and all exchanges are subject to certain limitations and the MFS funds’ policies concerning disruptive trading practices, which are designed to protect the funds and their shareholders from the harmful effects of frequent trading. No more than ten exchanges may be made in any one exchange request by telephone.
The MFS funds allow certain financial intermediaries to place exchange orders on behalf of a group of their discretionary investment advisory clients (“group exchange orders”). As with any exchange request, the funds and their agents reserve the right to reject any group exchange order, and the funds’ agents will generally reject any group exchange order received by the funds or their agents after 1 p.m., Eastern time. In addition, MFD has agreements with certain financial intermediaries which set forth the terms and conditions under which group exchange orders may be placed by these financial intermediaries. These conditions may be more restrictive than those applicable to individual exchange orders, and may include the requirement to provide the funds or their agents with advance notice of group exchange orders.
Automatic Exchange Plan (not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares). If you have a balance of at least $2,000 in your account in the fund, you may participate in the automatic exchange plan, a dollar-cost averaging program. This plan permits you to make automatic periodic exchanges from your account in the fund for shares of the same class of other MFS funds. Exchanges will generally be made at net asset value without any sales charges; however, you will pay the initial sales charge, if applicable, if you have not already paid this charge on these shares.
Disruptive Trading
General Purchase and Exchange Limitation Policy. The MFS funds reserve the right to restrict, reject, or cancel, without any prior notice, any purchase or exchange order, including transactions believed to represent frequent or other disruptive trading activity. In the event that MFSC rejects or cancels an exchange request, neither the redemption nor the purchase side of the exchange will be processed. Each MFS fund reserves the right to delay for one business day the processing of exchange requests in the event that, in MFSC’s judgment, in consultation with MFS, as appropriate, such delay would be in the fund’s best interest, in which case both the redemption and purchase side of the exchange will receive the funds’ net asset values at the conclusion of the delay period.
Disruptive Trading Risks. To the extent that the MFS funds or their agents are unable to curtail disruptive trading practices in a fund (e.g., frequent trading) or to the extent there are large or frequent redemptions in a fund, these purchases and/or redemptions can interfere with the efficient management of the fund’s portfolio, may result in increased transaction and administrative costs, and may adversely impact the fund’s performance.
In addition, to the extent that the fund invests in foreign securities, the interests of long-term shareholders may be diluted as a result of time-zone arbitrage, a short-term trading practice that seeks to exploit changes in the value of the fund’s investments that result from events occurring after the close of the foreign markets on which the investments trade, but prior to the time the fund determines its net asset value. The fund’s use of fair valuation can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that the fund’s fair valuation policies and procedures will prevent dilution of the fund’s net asset value by short-term traders.
To the extent that the fund invests in securities that trade infrequently or are difficult to value, such as the securities of smaller companies, high yield debt instruments, and floating rate loans, the interests of long-term shareholders may be diluted as a result of price arbitrage, a short-term trading strategy that seeks to exploit perceived pricing inefficiencies in the fund’s investments. Such short-term trading strategies may interfere with efficient management of the fund’s portfolio to a greater degree than funds that invest in more frequently traded or liquid securities, in part because the fund may have difficulty selling these portfolio securities at advantageous times or prices to satisfy large and/or frequent redemption requests. Any successful price arbitrage may also cause dilution in the value of fund shares held by other shareholders.
Frequent Trading. The fund is not intended to serve as a vehicle for frequent trading. The Board of Trustees of the fund has adopted the purchase and exchange limitation policy described below, which it believes is reasonably designed to discourage frequent fund share transactions. MFSC seeks to monitor and enforce this policy, subject to oversight by the Board of Trustees. The fund may alter its policies at any time without notice to shareholders.
MFSC will generally restrict, reject or cancel purchase and exchange orders into the fund if MFSC determines that an accountholder has made two exchanges, each in an amount of $15,000 or more, out of an account in the fund during a calendar quarter (“two exchange limit”). This policy does not apply to MFS money market funds or to exchanges initiated by a retirement plan trustee or sponsor rather than by a plan participant, and other similar non-discretionary exchanges (e.g., in connection with fund mergers/acquisitions/liquidations). MFSC may make exceptions to this policy if, in its judgment, the transaction does not represent frequent trading activity, such as purchases made through systematic purchase plans (but not systematic exchange plans), payroll contributions, or distribution investment programs. In applying this policy, MFSC considers the information available to it at the time and reserves the right to consider trading effected through multiple accounts that are under common ownership, control, or influence to be trading out of a single account.
Exchanges made on the same day in the same account are aggregated for purposes of counting the number and dollar amount of exchanges made by the accountholder (e.g., an accountholder
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who on the same day exchanges $16,000 from the fund into two other MFS funds, by exchanging $8,000 into each of the two MFS funds, will be viewed as having made one exchange transaction exceeding $15,000 in value).
Omnibus accounts, in which shares are held in the name of a financial intermediary on behalf of multiple underlying shareholders, are a common form of holding shares among certain financial intermediaries such as brokers, retirement and Section 529 plans, investment advisers, and insurance companies.
Financial intermediaries are required to reject any purchase or exchange orders in the fund if they believe the orders represent frequent trading activity unless they notify MFSC or an affiliate in writing that they do not monitor for frequent trading (“Waived Financial Intermediary”). With respect to Waived Financial Intermediaries, MFSC will take action reasonably designed to discourage frequent trading that is not in the best interests of the fund by the customers of such Waived Financial Intermediary, including requesting underlying shareholder account data more frequently than from other financial intermediaries.
With respect to omnibus accounts that provide MFSC with underlying shareholder data daily, MFSC will apply the two exchange limit directly to underlying shareholders. For all other accounts which MFSC determines are omnibus accounts, MFSC will apply the two exchange limit to the omnibus account itself. Applying the two exchange limit to the omnibus account itself will not necessarily detect violations of the two exchange limit by underlying shareholders. If the financial intermediary associated with an omnibus account that has triggered the two exchange limit demonstrates to MFSC, as determined in MFSC’s sole discretion, that no single underlying shareholder triggered the two exchange limit, then MFSC will remove any restrictions, rejections or cancellations imposed on the account. If the financial intermediary demonstrates to MFSC that a single underlying shareholder triggered the two exchange limit and that the financial intermediary itself will apply applicable restrictions, rejections or cancellations to that underlying shareholder, MFSC will likewise remove any restrictions, rejections or cancellations imposed on the omnibus account. Otherwise, MFSC will continue to apply the two exchange limit to the omnibus account.
Certain financial intermediaries may use procedures to restrict frequent trading by their customers who invest in the fund while others may not employ any procedures to restrict frequent trading. Such procedures, if any, may be less restrictive than the fund’s purchase and exchange limitation policy, may permit transactions not permitted by the fund’s purchase and exchange limitation policy, including transactions in excess of the two exchange limit, and/or may prohibit transactions not subject to the fund’s purchase and exchange limitation policy. You should consult your financial intermediary about any restrictions it imposes on frequent trading.
There is no assurance that MFSC will be able to detect or prevent frequent trading. Shareholders seeking to engage in frequent trading practices may deploy a variety of strategies to avoid detection, and MFSC is generally not able to identify trading by a particular underlying shareholder within an omnibus account, which makes it difficult or impossible to determine if a particular underlying shareholder is engaged in frequent trading.
MFSC reviews trading activity to detect trading activity that may be indicative of frequent trading based on its internal parameters for detecting frequent trading, including reviewing transactions (including exchanges) that exceed a certain dollar amount, transactions involving similar dollar amounts, or transactions that occur close in time to other transactions in the same account or in multiple accounts that are under common ownership or influence. Any or all of these parameters (including those not listed) may change at any time. If MFSC detects suspicious trading activity at the omnibus account level, it will contact the financial intermediary to request underlying shareholder level activity to determine whether there is underlying shareholder level frequent trading. However, the underlying shareholder data received may not reflect information about the ultimate underlying shareholders because there may be multiple layers of omnibus accounts. If frequent trading is identified, MFSC will take appropriate action, such as requesting the financial intermediary to prohibit purchases into the account by the underlying shareholder, requiring purchases by the underlying shareholder to be submitted only by mail, or prohibiting purchases from the financial intermediary.
MFSC’s ability to monitor and deter frequent trading in omnibus accounts depends on, among other factors, the frequency with which MFSC requests underlying shareholder account data from omnibus accounts. MFSC expects to request underlying shareholder data based on its assessment of the likelihood of frequent trading by underlying shareholders among other factors. MFSC expects to request underlying shareholder data from Waived Financial Intermediaries more frequently than from other financial intermediaries. There is no assurance that MFSC will request data with sufficient frequency to detect or prevent frequent trading in omnibus accounts effectively.
Other Considerations
Unauthorized Transactions. MFS will not be responsible for losses that result from unauthorized transactions unless MFSC does not follow procedures reasonably designed to verify your identity. If an account has more than one owner or authorized person, MFSC will accept telephone and online instructions from any one owner or authorized person, except MFSC will require instructions for a redemption from all trustees of trust accounts registered with multiple trustees. It is important that you contact MFSC immediately about any transactions made through MFSC you believe to be unauthorized.
Ability to Contact MFSC. Certain methods of contacting MFSC, such as by mail, telephone, or electronically, may be unavailable or delayed (for example, after natural disasters, during periods of significant/major political, social, or economic instability, or in the event of a cyber security incident).
Unclaimed Accounts and Uncashed Checks. If your account has no activity for a certain period of time and/or mail sent to you on behalf of the fund is returned by the post office, the fund may be required to transfer your account and any assets related to uncashed checks to the appropriate state under the state’s abandoned property laws. To avoid such action, it is important to keep your account address up to date and periodically communicate with the fund, MFSC, or your financial intermediary. When a traditional IRA account is transferred to a state as abandoned property, the Internal Revenue Service considers the transfer a taxable distribution subject to federal income tax withholding and reporting. The fund and MFSC will not be liable to shareholders or their representatives for good faith compliance with abandoned property laws.
Reservation of Other Rights. In addition to the rights expressly stated elsewhere in this prospectus, subject to applicable rules, laws, and regulations, MFSC reserves the right to: 1) alter, add, or discontinue any conditions of purchase, redemption, service, or privilege at any time without notice; 2) freeze any account or suspend account services when MFSC has received reasonable notice (written or otherwise) of a dispute between registered or beneficial account owners or when MFSC believes a fraudulent transaction may occur or has occurred; and 3) change, impose, discontinue, or waive any fee it charges.
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Anti-Money Laundering Restrictions. Federal law requires the fund to implement policies and procedures reasonably designed to prevent, detect and report money laundering and other illegal activity. The fund, consistent with applicable federal law, may redeem your shares and close your account; suspend, restrict or cancel purchase and redemption orders; process redemption requests and withhold your proceeds; and take other action if it is unable to verify your identity within a reasonable time or conduct required due diligence on your account or as otherwise permitted by its anti-money laundering policies and procedures. Any applicable CDSC will be assessed upon redemption of your shares.
Confirmations in Quarterly Statements. Transactions made under certain periodic investment and withdrawal programs (including reinvestment plans) will be confirmed on quarterly account statements.
Other Information
Valuation
The price of each class of the fund’s shares is based on its net asset value. The net asset value of each class of shares is determined each day the NYSE is open for trading as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time). However, net asset value may be calculated earlier in emergency situations or as otherwise permitted by the SEC. Net asset value per share is computed by dividing the net assets allocated to each share class by the number of shares outstanding for that class. On days when the NYSE is closed (such as weekends and holidays), net asset value is not calculated, and the fund does not transact purchase and redemption orders. To the extent the fund’s assets are traded in other markets on days when the fund does not price its shares, the value of the fund’s assets will likely change when you will not be able to purchase or redeem shares of the fund.
To determine net asset value, the fund’s investments for which reliable market quotations are readily available are valued at market value, and funds in which the fund invests are generally valued at their net asset value per share. Certain short term debt instruments may be valued at amortized cost.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to MFS pursuant to valuation policies and procedures approved by the Board of Trustees. If MFS determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by MFS in accordance with such procedures under the oversight of the Board of Trustees.
Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. These valuations can be based on both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.
In addition, investments may be valued at fair value if MFS determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as a foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. MFS generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment.
The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Distributions
The fund intends to declare a dividend daily and to pay any dividends to shareholders at least monthly.
Any capital gains are distributed at least annually.
Distribution Options
The following distribution options are generally available for Class A, Class B, Class C, and Class I shares:
● Dividend and capital gain distributions automatically reinvested in additional shares (this option will be assigned if no other option is specified);
● Dividend distributions in cash; capital gain distributions automatically reinvested in additional shares;
● Dividend and capital gain distributions in cash; or
● Dividend and capital gain distributions automatically reinvested into the same class of shares of another MFS fund (not available for Class B shares).
Not all options are available for every class or every account.
Dividends and capital gain distributions for Class R1, Class R2, Class R3, Class R4, and Class R6 shares can only be reinvested in additional shares of the fund, except with respect to Class R6 shares, certain institutional shareholders, shareholders who purchase shares through brokerage programs of certain financial intermediaries, and shareholders who purchase shares through asset-based fee programs of certain financial intermediaries may elect any of the other distribution options described above.
The distribution option for accounts with dividend distributions of less than $10 generally will be changed to reinvestment in additional shares of the fund. If you have elected to receive distributions in cash, and the postal service is unable to deliver checks to your address of record, or you do not respond to mailings from MFSC with regard to uncashed distribution checks, your distribution option may be converted to having all distributions reinvested in additional shares. You should contact MFSC to change your distribution option, and your request to do so must be received by MFSC before the record date for a distribution in order to be effective for that distribution. No interest will accrue on amounts represented by uncashed distribution checks.
Tax Considerations
The following discussion is very general. You are urged to consult your tax adviser regarding the effect that an investment in the fund will have on your particular tax situation, including possible foreign, state, and local taxes. This discussion does not apply to shares of the fund held through tax-advantaged retirement plans or by shareholders that are not “U.S. persons” under the Internal Revenue Code of 1986, as amended.
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The fund expects to distribute substantially all of its income and gains annually. Distributions from the fund are taxable whether you receive them in cash or reinvest them in additional shares. If you buy shares when the fund has realized but not yet distributed ordinary income or capital gains, you will pay full price for the shares and then receive a portion back as a taxable distribution.
Any gain resulting from the redemption, sale, or exchange of your shares will generally also be subject to tax.
For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long the fund owned or is deemed to have owned the investments that generated them, rather than how long you have owned your shares. Distributions of gains from the sale of investments that the fund owned for more than one year and that are properly reported by the fund as capital gain dividends will be treated as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates. Distributions of gains from the sale of investments that the fund owned for one year or less will be taxable as ordinary income. If some or all of the fund’s income derives from “qualified dividend income” and if you are an individual who meets holding period and other requirements with respect to the fund’s shares, those distributions that are properly reported by the fund as derived from qualified dividend income are taxed to you at the reduced rates applicable to net capital gains. The fund does not expect a significant portion of fund distributions to be derived from qualified dividend income.
The fund’s investments in certain debt instruments may cause the fund to recognize income in excess of the cash generated by such instruments. Thus, the fund could be required at times to liquidate other investments in order to satisfy its distribution requirements.
A 3.8% Medicare contribution tax is generally imposed on distributions paid by the fund (other than exempt-interest dividends, if any) to, and net gains recognized on the sale, redemption, exchange, or other taxable disposition of shares of the fund by certain individuals, estates and trusts to the extent their income exceeds certain threshold amounts.
The fund’s investments in foreign securities may be subject to foreign withholding or other taxes, which will decrease the fund’s return on those securities; you generally are not expected to be eligible to claim a credit (or a deduction) for such amounts on your federal income tax return.
The Form 1099 that is provided to you early each year details your distributions from the fund and how they are treated for federal tax purposes, and cost basis information for shares purchased on or after January 1, 2012, that you redeemed, sold, or exchanged. Our default method for calculating cost basis is average cost basis. More information about other cost basis methods and a cost basis selection/change form are available on mfs.com. If your account is held by your financial intermediary, you must contact your financial intermediary to obtain information about available cost basis methods and cost basis elections for your account.
Information about the Summary Prospectus, Prospectus, and SAI
The summary prospectus, prospectus, and SAI for a fund provide information concerning the fund. The summary prospectus, prospectus, and SAI are updated at least annually and any information provided in a summary prospectus, prospectus, or SAI can be changed without a shareholder vote unless specifically stated otherwise. The summary prospectus, prospectus, and SAI are not contracts between the fund and its shareholders and do not give rise to any contractual rights or obligations or any shareholder rights other than any rights conferred explicitly by federal or state securities laws that may not be waived.
Provision of Financial Reports and Summary Prospectuses
The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one paper copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.
Additional Information on Fees and Expenses and Performance
Fees and Expenses
The annual fund operating expenses shown in “Fees and Expenses” are based on annualized expenses reported during the fund’s most recently completed fiscal year expressed as a percentage of a class’ average net assets during the period. Annual fund operating expenses have not been adjusted to reflect the fund’s current asset size. In general, annual fund operating expenses, expressed as a percentage of a class’ average net assets, increase as the fund’s assets decrease. Annual fund operating expenses will likely vary from year to year.
Performance Information
All performance information shown in the “Class A Bar Chart” and the “Performance Table” reflects any applicable fee reductions and waivers and expense reimbursements in effect during the periods shown; without these, the performance would have been lower.
From time to time, the fund may receive proceeds from litigation settlements, without which performance would be lower.
The fund commenced operations on May 8, 1974, with the offering of Class A shares, and subsequently offered Class B shares on September 7, 1993, Class C shares on January 3, 1994, Class I shares on January 2, 1997, Class R2 shares on October 31, 2003, Class R1, R3, and R4 shares on April 1, 2005, and Class R6 shares on June 1, 2012.
In the “Performance Table,” performance for Class R6 shares includes the performance of the fund’s Class I shares, adjusted to take into account differences in sales loads and class specific operating expenses (such as Rule 12b-1 fees), if any, for periods prior to their offering.
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Financial Highlights
The financial highlights are intended to help you understand a fund’s financial performance for the past five years. Certain information reflects financial results for a single fund share. The total returns in the financial highlights represent the rate by which an investor would have earned (or lost) on an investment in a fund (assuming reinvestment of all distributions) held for the entire period. This information has been audited by the fund’s independent registered public accounting firm, whose report, together with the fund’s financial statements, is included in the fund’s Annual Report to shareholders. The fund’s Annual Report is available upon request by contacting MFSC (please see back cover for address and telephone number). The fund’s independent registered public accounting firm is Deloitte & Touche LLP.
Class A
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
13.93 |
|
$ |
13.52 |
|
$ |
13.92 |
|
$ |
13.99 |
|
$ |
14.11 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.42 |
|
$ |
0.43 |
|
$ |
0.41 |
|
$ |
0.42 |
(c) |
$ |
0.44 |
|
Net realized and unrealized gain (loss) |
|
0.96 |
|
0.41 |
|
(0.39 |
) |
(0.04 |
) |
(0.06 |
) |
|||||
Total from investment operations |
|
$ |
1.38 |
|
$ |
0.84 |
|
$ |
0.02 |
|
$ |
0.38 |
|
$ |
0.38 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.43 |
) |
$ |
(0.43 |
) |
$ |
(0.42 |
) |
$ |
(0.45 |
) |
$ |
(0.46 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.43 |
) |
$ |
(0.43 |
) |
$ |
(0.42 |
) |
$ |
(0.45 |
) |
$ |
(0.50 |
) |
Net asset value, end of period (x) |
|
$ |
14.88 |
|
$ |
13.93 |
|
$ |
13.52 |
|
$ |
13.92 |
|
$ |
13.99 |
|
Total return (%) (r)(s)(t)(x) |
|
10.00 |
|
6.39 |
|
0.08 |
|
2.73 |
(c) |
2.83 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.79 |
|
0.79 |
|
0.80 |
|
0.81 |
(c) |
0.83 |
|
|||||
Expenses after expense reductions (f) |
|
0.77 |
|
0.78 |
|
0.79 |
|
0.80 |
(c) |
0.82 |
|
|||||
Net investment income (loss) |
|
2.91 |
|
3.16 |
|
2.95 |
|
3.04 |
(c) |
3.24 |
|
|||||
Portfolio turnover |
|
36 |
|
38 |
|
38 |
|
28 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
1,996,170 |
|
$ |
1,654,534 |
|
$ |
1,648,508 |
|
$ |
1,597,201 |
|
$ |
1,709,595 |
|
Class B
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
13.90 |
|
$ |
13.50 |
|
$ |
13.89 |
|
$ |
13.96 |
|
$ |
14.08 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.32 |
|
$ |
0.32 |
|
$ |
0.31 |
|
$ |
0.32 |
(c) |
$ |
0.34 |
|
Net realized and unrealized gain (loss) |
|
0.95 |
|
0.41 |
|
(0.39 |
) |
(0.05 |
) |
(0.06 |
) |
|||||
Total from investment operations |
|
$ |
1.27 |
|
$ |
0.73 |
|
$ |
(0.08 |
) |
$ |
0.27 |
|
$ |
0.28 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.32 |
) |
$ |
(0.33 |
) |
$ |
(0.31 |
) |
$ |
(0.34 |
) |
$ |
(0.36 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.32 |
) |
$ |
(0.33 |
) |
$ |
(0.31 |
) |
$ |
(0.34 |
) |
$ |
(0.40 |
) |
Net asset value, end of period (x) |
|
$ |
14.85 |
|
$ |
13.90 |
|
$ |
13.50 |
|
$ |
13.89 |
|
$ |
13.96 |
|
Total return (%) (r)(s)(t)(x) |
|
9.20 |
|
5.53 |
|
(0.60 |
) |
1.96 |
(c) |
2.06 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.54 |
|
1.54 |
|
1.55 |
|
1.56 |
(c) |
1.58 |
|
|||||
Expenses after expense reductions (f) |
|
1.53 |
|
1.53 |
|
1.54 |
|
1.55 |
(c) |
1.57 |
|
|||||
Net investment income (loss) |
|
2.18 |
|
2.41 |
|
2.20 |
|
2.30 |
(c) |
2.50 |
|
|||||
Portfolio turnover |
|
36 |
|
38 |
|
38 |
|
28 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
21,384 |
|
$ |
33,983 |
|
$ |
47,698 |
|
$ |
61,123 |
|
$ |
72,298 |
|
18
MFS Corporate Bond Fund
Class C
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
13.89 |
|
$ |
13.48 |
|
$ |
13.88 |
|
$ |
13.94 |
|
$ |
14.06 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.31 |
|
$ |
0.32 |
|
$ |
0.31 |
|
$ |
0.32 |
(c) |
$ |
0.34 |
|
Net realized and unrealized gain (loss) |
|
0.96 |
|
0.42 |
|
(0.40 |
) |
(0.04 |
) |
(0.06 |
) |
|||||
Total from investment operations |
|
$ |
1.27 |
|
$ |
0.74 |
|
$ |
(0.09 |
) |
$ |
0.28 |
|
$ |
0.28 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.32 |
) |
$ |
(0.33 |
) |
$ |
(0.31 |
) |
$ |
(0.34 |
) |
$ |
(0.36 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.32 |
) |
$ |
(0.33 |
) |
$ |
(0.31 |
) |
$ |
(0.34 |
) |
$ |
(0.40 |
) |
Net asset value, end of period (x) |
|
$ |
14.84 |
|
$ |
13.89 |
|
$ |
13.48 |
|
$ |
13.88 |
|
$ |
13.94 |
|
Total return (%) (r)(s)(t)(x) |
|
9.21 |
|
5.61 |
|
(0.67 |
) |
2.04 |
(c) |
2.06 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.54 |
|
1.54 |
|
1.55 |
|
1.56 |
(c) |
1.58 |
|
|||||
Expenses after expense reductions (f) |
|
1.53 |
|
1.53 |
|
1.54 |
|
1.56 |
(c) |
1.57 |
|
|||||
Net investment income (loss) |
|
2.16 |
|
2.41 |
|
2.20 |
|
2.30 |
(c) |
2.50 |
|
|||||
Portfolio turnover |
|
36 |
|
38 |
|
38 |
|
28 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
143,988 |
|
$ |
143,872 |
|
$ |
182,315 |
|
$ |
242,889 |
|
$ |
264,424 |
|
Class I
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
13.92 |
|
$ |
13.51 |
|
$ |
13.91 |
|
$ |
13.98 |
|
$ |
14.11 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.46 |
|
$ |
0.46 |
|
$ |
0.45 |
|
$ |
0.45 |
(c) |
$ |
0.47 |
|
Net realized and unrealized gain (loss) |
|
0.96 |
|
0.42 |
|
(0.40 |
) |
(0.04 |
) |
(0.06 |
) |
|||||
Total from investment operations |
|
$ |
1.42 |
|
$ |
0.88 |
|
$ |
0.05 |
|
$ |
0.41 |
|
$ |
0.41 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.47 |
) |
$ |
(0.47 |
) |
$ |
(0.45 |
) |
$ |
(0.48 |
) |
$ |
(0.50 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.47 |
) |
$ |
(0.47 |
) |
$ |
(0.45 |
) |
$ |
(0.48 |
) |
$ |
(0.54 |
) |
Net asset value, end of period (x) |
|
$ |
14.87 |
|
$ |
13.92 |
|
$ |
13.51 |
|
$ |
13.91 |
|
$ |
13.98 |
|
Total return (%) (r)(s)(t)(x) |
|
10.28 |
|
6.66 |
|
0.33 |
|
2.99 |
(c) |
3.01 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.53 |
|
0.54 |
|
0.55 |
|
0.56 |
(c) |
0.57 |
|
|||||
Expenses after expense reductions (f) |
|
0.52 |
|
0.53 |
|
0.54 |
|
0.56 |
(c) |
0.57 |
|
|||||
Net investment income (loss) |
|
3.15 |
|
3.40 |
|
3.19 |
|
3.25 |
(c) |
3.48 |
|
|||||
Portfolio turnover |
|
36 |
|
38 |
|
38 |
|
28 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
1,306,407 |
|
$ |
1,021,313 |
|
$ |
1,781,450 |
|
$ |
2,005,193 |
|
$ |
720,809 |
|
19
MFS Corporate Bond Fund
Class R1
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
13.90 |
|
$ |
13.49 |
|
$ |
13.89 |
|
$ |
13.95 |
|
$ |
14.07 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.31 |
|
$ |
0.32 |
|
$ |
0.31 |
|
$ |
0.32 |
(c) |
$ |
0.34 |
|
Net realized and unrealized gain (loss) |
|
0.96 |
|
0.42 |
|
(0.40 |
) |
(0.04 |
) |
(0.06 |
) |
|||||
Total from investment operations |
|
$ |
1.27 |
|
$ |
0.74 |
|
$ |
(0.09 |
) |
$ |
0.28 |
|
$ |
0.28 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.32 |
) |
$ |
(0.33 |
) |
$ |
(0.31 |
) |
$ |
(0.34 |
) |
$ |
(0.36 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.32 |
) |
$ |
(0.33 |
) |
$ |
(0.31 |
) |
$ |
(0.34 |
) |
$ |
(0.40 |
) |
Net asset value, end of period (x) |
|
$ |
14.85 |
|
$ |
13.90 |
|
$ |
13.49 |
|
$ |
13.89 |
|
$ |
13.95 |
|
Total return (%) (r)(s)(t)(x) |
|
9.20 |
|
5.60 |
|
(0.67 |
) |
2.04 |
(c) |
2.06 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.54 |
|
1.54 |
|
1.55 |
|
1.56 |
(c) |
1.58 |
|
|||||
Expenses after expense reductions (f) |
|
1.53 |
|
1.53 |
|
1.54 |
|
1.56 |
(c) |
1.57 |
|
|||||
Net investment income (loss) |
|
2.16 |
|
2.41 |
|
2.20 |
|
2.30 |
(c) |
2.50 |
|
|||||
Portfolio turnover |
|
36 |
|
38 |
|
38 |
|
28 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
5,970 |
|
$ |
6,187 |
|
$ |
6,101 |
|
$ |
6,780 |
|
$ |
7,145 |
|
Class R2
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
13.93 |
|
$ |
13.53 |
|
$ |
13.92 |
|
$ |
13.99 |
|
$ |
14.11 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.39 |
|
$ |
0.39 |
|
$ |
0.38 |
|
$ |
0.39 |
(c) |
$ |
0.41 |
|
Net realized and unrealized gain (loss) |
|
0.95 |
|
0.41 |
|
(0.39 |
) |
(0.05 |
) |
(0.06 |
) |
|||||
Total from investment operations |
|
$ |
1.34 |
|
$ |
0.80 |
|
$ |
(0.01 |
) |
$ |
0.34 |
|
$ |
0.35 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.39 |
) |
$ |
(0.40 |
) |
$ |
(0.38 |
) |
$ |
(0.41 |
) |
$ |
(0.43 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.39 |
) |
$ |
(0.40 |
) |
$ |
(0.38 |
) |
$ |
(0.41 |
) |
$ |
(0.47 |
) |
Net asset value, end of period (x) |
|
$ |
14.88 |
|
$ |
13.93 |
|
$ |
13.53 |
|
$ |
13.92 |
|
$ |
13.99 |
|
Total return (%) (r)(s)(t)(x) |
|
9.73 |
|
6.05 |
|
(0.09 |
) |
2.47 |
(c) |
2.58 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.04 |
|
1.04 |
|
1.05 |
|
1.06 |
(c) |
1.08 |
|
|||||
Expenses after expense reductions (f) |
|
1.03 |
|
1.03 |
|
1.04 |
|
1.05 |
(c) |
1.07 |
|
|||||
Net investment income (loss) |
|
2.67 |
|
2.91 |
|
2.70 |
|
2.79 |
(c) |
3.00 |
|
|||||
Portfolio turnover |
|
36 |
|
38 |
|
38 |
|
28 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
31,346 |
|
$ |
38,593 |
|
$ |
43,827 |
|
$ |
49,948 |
|
$ |
58,938 |
|
20
MFS Corporate Bond Fund
Class R3
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
13.93 |
|
$ |
13.52 |
|
$ |
13.92 |
|
$ |
13.99 |
|
$ |
14.11 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.42 |
|
$ |
0.43 |
|
$ |
0.41 |
|
$ |
0.43 |
(c) |
$ |
0.44 |
|
Net realized and unrealized gain (loss) |
|
0.96 |
|
0.41 |
|
(0.39 |
) |
(0.05 |
) |
(0.06 |
) |
|||||
Total from investment operations |
|
$ |
1.38 |
|
$ |
0.84 |
|
$ |
0.02 |
|
$ |
0.38 |
|
$ |
0.38 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.43 |
) |
$ |
(0.43 |
) |
$ |
(0.42 |
) |
$ |
(0.45 |
) |
$ |
(0.46 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.43 |
) |
$ |
(0.43 |
) |
$ |
(0.42 |
) |
$ |
(0.45 |
) |
$ |
(0.50 |
) |
Net asset value, end of period (x) |
|
$ |
14.88 |
|
$ |
13.93 |
|
$ |
13.52 |
|
$ |
13.92 |
|
$ |
13.99 |
|
Total return (%) (r)(s)(t)(x) |
|
10.00 |
|
6.39 |
|
0.08 |
|
2.73 |
(c) |
2.83 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.79 |
|
0.79 |
|
0.81 |
|
0.81 |
(c) |
0.83 |
|
|||||
Expenses after expense reductions (f) |
|
0.78 |
|
0.78 |
|
0.80 |
|
0.80 |
(c) |
0.82 |
|
|||||
Net investment income (loss) |
|
2.91 |
|
3.16 |
|
2.95 |
|
3.04 |
(c) |
3.24 |
|
|||||
Portfolio turnover |
|
36 |
|
38 |
|
38 |
|
28 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
165,319 |
|
$ |
163,142 |
|
$ |
167,404 |
|
$ |
61,292 |
|
$ |
65,655 |
|
Class R4
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
13.93 |
|
$ |
13.53 |
|
$ |
13.93 |
|
$ |
13.99 |
|
$ |
14.11 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.46 |
|
$ |
0.46 |
|
$ |
0.45 |
|
$ |
0.46 |
(c) |
$ |
0.48 |
|
Net realized and unrealized gain (loss) |
|
0.97 |
|
0.41 |
|
(0.40 |
) |
(0.04 |
) |
(0.06 |
) |
|||||
Total from investment operations |
|
$ |
1.43 |
|
$ |
0.87 |
|
$ |
0.05 |
|
$ |
0.42 |
|
$ |
0.42 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.47 |
) |
$ |
(0.47 |
) |
$ |
(0.45 |
) |
$ |
(0.48 |
) |
$ |
(0.50 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.47 |
) |
$ |
(0.47 |
) |
$ |
(0.45 |
) |
$ |
(0.48 |
) |
$ |
(0.54 |
) |
Net asset value, end of period (x) |
|
$ |
14.89 |
|
$ |
13.93 |
|
$ |
13.53 |
|
$ |
13.93 |
|
$ |
13.99 |
|
Total return (%) (r)(s)(t)(x) |
|
10.35 |
|
6.57 |
|
0.33 |
|
3.06 |
(c) |
3.09 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.53 |
|
0.54 |
|
0.55 |
|
0.56 |
(c) |
0.58 |
|
|||||
Expenses after expense reductions (f) |
|
0.52 |
|
0.53 |
|
0.54 |
|
0.56 |
(c) |
0.57 |
|
|||||
Net investment income (loss) |
|
3.17 |
|
3.41 |
|
3.19 |
|
3.29 |
(c) |
3.49 |
|
|||||
Portfolio turnover |
|
36 |
|
38 |
|
38 |
|
28 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
63,775 |
|
$ |
75,519 |
|
$ |
74,027 |
|
$ |
169,661 |
|
$ |
148,266 |
|
21
MFS Corporate Bond Fund
Class R6
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
13.92 |
|
$ |
13.51 |
|
$ |
13.91 |
|
$ |
13.98 |
|
$ |
14.10 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.47 |
|
$ |
0.47 |
|
$ |
0.46 |
|
$ |
0.47 |
(c) |
$ |
0.49 |
|
Net realized and unrealized gain (loss) |
|
0.96 |
|
0.42 |
|
(0.39 |
) |
(0.04 |
) |
(0.06 |
) |
|||||
Total from investment operations |
|
$ |
1.43 |
|
$ |
0.89 |
|
$ |
0.07 |
|
$ |
0.43 |
|
$ |
0.43 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.48 |
) |
$ |
(0.48 |
) |
$ |
(0.47 |
) |
$ |
(0.50 |
) |
$ |
(0.51 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.48 |
) |
$ |
(0.48 |
) |
$ |
(0.47 |
) |
$ |
(0.50 |
) |
$ |
(0.55 |
) |
Net asset value, end of period (x) |
|
$ |
14.87 |
|
$ |
13.92 |
|
$ |
13.51 |
|
$ |
13.91 |
|
$ |
13.98 |
|
Total return (%) (r)(s)(t)(x) |
|
10.38 |
|
6.76 |
|
0.43 |
|
3.09 |
(c) |
3.20 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.44 |
|
0.44 |
|
0.45 |
|
0.46 |
(c) |
0.46 |
|
|||||
Expenses after expense reductions (f) |
|
0.43 |
|
0.43 |
|
0.44 |
|
0.45 |
(c) |
0.45 |
|
|||||
Net investment income (loss) |
|
3.25 |
|
3.51 |
|
3.27 |
|
3.39 |
(c) |
3.57 |
|
|||||
Portfolio turnover |
|
36 |
|
38 |
|
38 |
|
28 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
1,268,071 |
|
$ |
1,034,161 |
|
$ |
1,043,950 |
|
$ |
58,575 |
|
$ |
44,475 |
|
(c) |
Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) |
Per share data is based on average shares outstanding. |
(f) |
Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(r) |
Certain expenses have been reduced without which performance would have been lower. |
(s) |
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(t) |
Total returns do not include any applicable sales charges. |
(x) |
The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
22
MFS Corporate Bond Fund
Appendix A - Waivers and Reductions of Sales Charges
This Appendix sets forth the various circumstances in which the initial sales charge (“ISC”) and/or the CDSC is waived or reduced for the MFS funds’ share classes. The waivers and reductions that are applicable to your transaction depend on your financial intermediary and the type of account and transaction. You should contact your financial intermediary if you have questions on the waivers and reductions that apply to your account and/or transaction type, including whether your account is maintained at an omnibus level with the fund by your financial intermediary. The following Categories of waivers and reductions apply:
● Merrill Lynch – If Merrill Lynch is the record owner of your shares and/or broker of record on your account and the account is maintained at an omnibus level by Merrill Lynch with the fund, Category II waivers apply.
● Ameriprise Financial – If Ameriprise Financial is the record owner and/or broker of record on your account invested in Class A shares and the account is maintained at an omnibus level by Ameriprise Financial with the fund, Category III waivers apply.
● Morgan Stanley – If Morgan Stanley is the record owner and/or broker of record on your account invested in Class A shares of the fund and the account is a Morgan Stanley Wealth Management transactional brokerage account maintained at an omnibus level by Morgan Stanley with the fund, the Class A ISC waivers set forth in Category IV apply.
● Raymond James – If you are invested in shares of the fund through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, and the account is maintained at an omnibus level by Raymond James with the fund, Category V waivers apply.
● Janney Montgomery Scott LLC (“Janney”) – If you are invested in shares of the fund through an account maintained at an omnibus level by or on behalf of Janney with the fund, Category VI waivers apply.
● Edward Jones — Effective on or after May 1, 2020, if you are invested in shares of the fund through an Edward Jones platform or account maintained at an omnibus level by Edward Jones with the fund, Category VII waivers apply.
● D.A. Davidson & Co. (“D.A. Davidson”) – If you are invested in shares of the fund through a D.A. Davidson platform or account maintained at an omnibus level by or on behalf of D.A. Davidson with the fund, Category VIII waivers apply.
● Baird – If you are invested in shares through a Baird platform or account maintained at an omnibus level by or on behalf of Baird with the fund, Category IX waivers apply.
● All Others – Category I waivers apply to other accounts and transactions that do not otherwise fall under Category II – IX.
Not all MFS funds offer each share class. In order to qualify for a sales charge waiver or reduction, you must advise MFSC or your financial intermediary that you are eligible for the waiver at the time of purchase and/or redemption. The fund, MFS, and their affiliates reserve the right to eliminate, modify, and add waivers and reductions of sales charges at any time at their discretion.
Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange. Shares will retain the CDSC schedule in effect prior to an exchange based upon a pro rata share of the CDSC from the exchanged fund and the original purchase date of the shares subject to the CDSC. If you exchange your shares out of MFS U.S. Government Money Market Fund into Class A shares of any other MFS fund, or if you exchange your shares out of MFS U.S. Government Cash Reserve Fund into Class A shares or Class 529A shares of any other MFS fund, you will pay the initial sales charge, if applicable, if you have not already paid this charge on these shares. You will not pay the initial sales charge if:
● the shares exchanged from either MFS fund were acquired by an exchange from any other MFS fund;
● the shares exchanged from either MFS fund were acquired by automatic investment of distributions from any other MFS fund; or
● the shares being exchanged would have, at the time of purchase, been eligible for purchase at net asset value had you invested directly in the MFS fund into which the exchange is being made.
In addition, transfers, rollovers, or other transactions from an account to a second account that purchases shares of the same class of the same fund or another MFS fund will not be charged the CDSC or ISC, as applicable, provided that the redemption order from the first account and the purchase order for the second account are combined into a single order for the transfer, rollover, or other transaction, and MFSC has available to it the necessary information about the CDSC applicable to the first account. Shares will retain the CDSC schedule in effect based upon a pro rata share of the CDSC from the fund in the first account and the original purchase date of the shares subject to the CDSC. You should contact your financial intermediary or MFSC if you have questions on the sales charge waivers and reductions that apply in a transfer between accounts, including whether MFSC has the required information.
The CDSC may be waived from time to time pursuant to Conduct Rule 2341 of the Financial Industry Regulatory Authority (“FINRA”).
With respect to MFS Municipal Income Fund, all references to Class A shares shall also apply to Class A1 shares and all references to Class B shares shall also apply to Class B1 shares.
A-1
MFS Corporate Bond Fund
WAIVERS AND REDUCTIONS
Financial Intermediary Category I
Eligible Accounts: Accounts that are not Eligible for Financial Intermediary Categories II – IX
As used below, the term “ESP” refers to employer sponsored plans; the term “SRO” refers to salary reduction only plans; the term “Employer Retirement Plans” includes 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans any of whose accounts are maintained by the fund at an omnibus level; the term “IRA” refers to traditional, Roth, rollover, SEP and SIMPLE IRAs; the term “ERISA” refers to the Employment Retirement Income Security Act of 1974, as amended.
GENERAL WAIVERS
|
|
Sales Charge Waived |
|
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
|
A. Distribution Reinvestment |
|
|
|
|
|
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
|
√ |
|
Shares acquired by automatic reinvestment of distributions of dividends and capital gains of any MFS fund into the same class of shares of another MFS fund. |
|
√ |
|
√ |
|
√ |
|
√ |
|
B. Affiliates of Funds/Certain Financial Advisers |
|
|
|
|
|
|
|
|
|
Shares acquired by officers, eligible directors, employees (including former employees) and agents of MFS, Sun Life Financial, or any of their subsidiary companies. |
|
√ |
|
√ |
|
√ |
|
√ |
|
Shares acquired by trustees and former trustees of any investment company for which MFD serves as distributor. |
|
√ |
|
√ |
|
√ |
|
√ |
|
Shares acquired by employees, directors, partners, officers and trustees of any subadvisor to any MFS fund. |
|
√ |
|
√ |
|
√ |
|
√ |
|
Shares acquired by certain family members of any such individual identified above and their spouses (or legal equivalent under applicable state law), and certain trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, provided the shares are not resold except to the fund which issued the shares. |
|
√ |
|
√ |
|
√ |
|
√ |
|
Shares acquired by employees or registered representatives (including former employees) of financial intermediaries that have a selling agreement with MFD or an employee’s spouse (or legal equivalent under applicable state law) or employee’s children under the age of 21. For employees or registered representatives of such financial intermediaries who established an account with MFS prior to May 1, 2006, shares acquired by certain family members of employees or registered representatives of financial intermediaries and their spouses (or legal equivalent under applicable state law), and certain trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, provided the shares are not resold except to the fund which issued the shares. |
|
√ |
|
√ |
|
√ |
|
√ |
|
Shares acquired by institutional clients of MFS or MFS Institutional Advisors, Inc. |
|
√ |
|
√ |
|
√ |
|
√ |
|
C. Involuntary Redemptions |
|
|
|
|
|
|
|
|
|
Shares redeemed at a fund’s direction due to the small size of a shareholder’s account. |
|
|
|
√ |
|
√ |
|
√ |
|
D. Investment of Proceeds From Certain Redemptions of Class I Shares |
|
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A or Class 529A shares and the contingent deferred sales charge imposed on certain redemptions of Class A shares, are waived with respect to Class A or Class 529A shares acquired of any MFS fund through the immediate reinvestment of the proceeds of a redemption of Class I shares of any MFS fund. |
|
√ |
|
√ |
|
|
|
|
|
E. Systematic Withdrawals |
|
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A and Class 529A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
|
A-2
MFS Corporate Bond Fund
|
|
Sales Charge Waived |
|
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
|
F. Death of Owner |
|
|
|
|
|
|
|
|
|
Shares redeemed on account of the death of the account owner (e.g., shares redeemed by the estate or any transferee of the shares from the estate) if the shares were held solely in the deceased individual’s name, or for the benefit of the deceased individual. |
|
|
|
√ |
|
√ |
|
√ |
|
G. Disability of Owner |
|
|
|
|
|
|
|
|
|
Shares redeemed on account of the disability of the account owner if shares are held either solely or jointly in the disabled individual’s name or for the benefit of the disabled individual (in which case a disability certification form is required to be submitted to MFSC), or shares redeemed on account of the disability of the 529 account beneficiary. |
|
|
|
√ |
|
√ |
|
√ |
|
H. Asset-based Fee Programs |
|
|
|
|
|
|
|
|
|
Shares acquired by investors who purchase shares through asset-based fee programs available through financial intermediaries. |
|
√ |
|
√ |
|
|
|
|
|
I. Insurance Company Separate Accounts |
|
|
|
|
|
|
|
|
|
Shares acquired by insurance company separate accounts. |
|
√ |
|
√ |
|
|
|
|
|
J. No Commissions Paid |
|
|
|
|
|
|
|
|
|
Shares redeemed where MFD has not paid an up-front commission with respect to the sale of the shares, provided that such arrangement meets certain conditions established by MFD from time to time. |
|
|
|
√ |
|
√ |
|
√ |
|
K. Conversions |
|
|
|
|
|
|
|
|
|
In connection with a conversion from Class A shares to Class I shares of the same fund. |
|
|
|
√ |
|
|
|
|
|
In connection with a conversion from Class A shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
|
√ |
|
|
|
|
|
In connection with a conversion from Class B shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
|
|
|
√ |
|
|
|
In connection with a conversion from Class C shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
|
|
|
|
|
√ |
|
In connection with a conversion from Class I shares to Class A shares of the same fund. |
|
√ |
|
√ |
|
|
|
|
|
In connection with an automatic conversion from Class B or Class 529B shares to Class A or Class 529A shares, respectively, of the same fund. |
|
√ |
|
√ |
|
|
|
|
|
In connection with an automatic conversion from Class C or Class 529C shares to Class A or Class 529A shares, respectively, of the same fund. |
|
√ |
|
√ |
|
|
|
|
|
In connection with a conversion from Class C or Class 529C shares to Class A or Class 529A shares, respectively, of the same fund if the shareholder’s financial intermediary provides written notification to MFD prior to such conversion that the intermediary has determined that Class A or Class 529A was the appropriate share class at the time of purchase for such shareholder and receives approval of such conversion by MFD. |
|
√ |
|
√ |
|
|
|
√ |
|
L. Exchanges |
|
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived on shares purchased pursuant to an Automatic Exchange Plan. |
|
√ |
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A or Class 529A shares is waived when shares are purchased by exchange from another MFS fund. |
|
√ |
|
|
|
|
|
|
|
M. Reinstatement Privilege |
|
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased pursuant to the Reinstatement Privilege as described below. |
|
√ |
|
|
|
|
|
|
|
N. Large Purchases |
|
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A/Class 529A shares is waived in the following transactions: ● Purchases of $1 million or more for funds with an initial sales charge of 5.75% (MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Growth Allocation Fund, MFS Moderate Allocation Fund, and MFS Total Return Fund are excluded); |
|
√ |
|
|
|
|
|
|
|
A-3
MFS Corporate Bond Fund
|
|
Sales Charge Waived |
|
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
|
● Purchases of $500,000 or more for funds with an initial sales charge of 4.25% or 2.50%; or ● Purchases of $250,000 or more for the MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Growth Allocation Fund, MFS Moderate Allocation Fund, and MFS Total Return Fund. Letter of Intent or Right of Accumulation provisions may apply for purposes of determining purchase amount as described below. |
|
|
|
|
|
|
|
|
|
O. Miscellaneous |
|
|
|
|
|
|
|
|
|
In connection with settlements reached between certain broker/dealers and the Financial Industry Regulatory Authority, SEC, and/or other regulatory bodies regarding sales of Class B, Class 529B, Class C, and Class 529C shares in excess of certain dollar thresholds, the fund will, at times, permit shareholders who are clients of these firms to redeem Class B, Class 529B, Class C, and Class 529C shares of the fund and concurrently purchase Class A or Class 529A shares without paying an initial sales charge. |
|
√ |
|
√ |
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares, and the CDSC imposed on certain redemptions of Class 529B and Class 529C shares, are waived where Class A, Class B and Class C shares are acquired following reinvestment of proceeds of a redemption of Class 529A, Class 529B and Class 529C shares, respectively, of the same fund; provided however, that any applicable CDSC liability on the Class 529B or Class 529C shares redeemed will carry over to the Class B or Class C shares acquired for purposes of calculating the CDSC, the length of time you have owned your Class B or Class C shares will be measured from the date of the original purchase of the Class 529B or Class 529C shares redeemed. |
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√ |
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√ |
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√ |
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P. Self-Directed Brokerage Account Platforms (Class A shares only) |
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Shares acquired through a self-directed brokerage account platform (that may or may not charge a transaction fee to investors) offered by a financial intermediary who has entered into an agreement with MFD to offer fund shares through such platform. As of the date of this prospectus, the following financial intermediaries had entered into an agreement with MFD to offer fund shares through such a platform: Charles Schwab & Co. Inc.; National Financial Services LLC; Fidelity Brokerage Services LLC; J.P. Morgan Securities LLC; Morgan Stanley Smith Barney LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Nationwide Financial Services, Inc. |
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√ |
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√ |
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Q. LPL Mutual Funds Only Platform (Class A shares only) |
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Shares acquired through the Mutual Fund Only Platform or other similar platform offered by LPL Financial LLC who has entered into an agreement with MFD to offer fund shares through such platform. |
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√ |
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√ |
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R. Stifel, Nicolaus & Company, Inc. (“Stifel”) Accounts Maintained at an Omnibus Level (Class A shares only) |
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A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the fund in the 7th year following the anniversary of the purchase date or earlier at the discretion of Stifel, but in no event earlier than the expiration of the applicable Class C CDSC. |
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√ |
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WAIVERS FOR RETIREMENT PLANS
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Sales Charge Waived |
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||||||
Waiver Category |
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Class A
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Class
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Class
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Class C
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A. General Waivers |
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Employer Retirement Plans. |
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√ |
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√ |
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B. Benefit Responsive Waivers |
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Distributions made from an IRA, SAR-SEP or a 403(b) SRO Plan pursuant to Section 72(t) of the Internal Revenue Code of 1986, as amended. |
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√ |
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√ |
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√ |
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Death, disability or retirement of 401(a) or ESP Plan participant, or death or disability of IRA owner, SAR-SEP Plan participant or 403(b) SRO Plan participant. |
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√ |
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√ |
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√ |
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Eligible participant distributions, such as distributions due to death, disability, financial hardship, retirement and termination of employment from nonqualified deferred compensation plans (excluding, however, a termination of a plan). |
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√ |
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√ |
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√ |
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A-4
MFS Corporate Bond Fund
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Sales Charge Waived |
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||||||
Waiver Category |
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Class A
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Class
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Class
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Class C
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Loan from 401(a) or ESP Plan. |
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√ |
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√ |
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√ |
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Financial hardship (as defined in Treasury Regulation Section 1.401(k)-l(d)(2), as amended from time to time) for 401(a) Plans and ESP Plans. |
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√ |
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√ |
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√ |
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Termination of employment of 401(a) or ESP Plan participant (excluding, however, a termination of the Plan). |
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√ |
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√ |
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√ |
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Tax-free return of excess 401(a) Plan, ESP Plan, IRA or SAR-SEP contributions. |
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√ |
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√ |
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√ |
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Certain involuntary redemptions and redemptions in connection with certain automatic withdrawals from a 401(a) Plan. |
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√ |
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√ |
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√ |
|
Required minimum distributions pursuant to Internal Revenue Code rules made on or after the 401(a) Plan participant, ESP Plan participant, IRA owner, SAR-SEP Plan participant or 403(b) SRO Plan participant, as applicable, has attained the age at which such distributions are required under Internal Revenue Code rules. |
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√ |
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√ |
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√ |
|
WAIVERS FOR 529 TUITION PROGRAMS
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Sales Charge Waived |
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||||
Waiver Category |
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Class 529A
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Class 529B
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Class 529C
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A. Certain Sponsored Plans |
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Shares acquired on behalf of a group, association or employer sponsored plan, if the fund were offered as an investment option by such group, association, or employer sponsored plan on July 1, 2009. |
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√ |
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√ |
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√ |
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B. Investment Proceeds from certain Redemptions of Class A, Class B and Class C Shares |
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The initial sales charge imposed on purchases of Class 529A shares, and the CDSC imposed on certain redemptions of Class A, Class B and Class C shares, are waived where Class 529A, Class 529B and Class 529C shares are acquired following the reinvestment of the proceeds of a redemption of Class A, Class B and Class C shares, respectively, of the same fund; provided however, that any applicable CDSC liability on the Class B or Class C shares redeemed will carry over to the Class 529B or Class 529C shares acquired and for purposes of calculating the CDSC, the length of time you have owned your Class 529B or Class 529C shares will be measured from the date of original purchase of the Class B or Class C shares redeemed. |
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√ |
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√ |
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√ |
|
C. Qualified Higher Education Expenses |
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Shares redeemed where the redemption proceeds are used to pay for qualified higher education expenses, which include tuition, fees, books, supplies, equipment and room and board (see the program description for further information on qualified higher education expenses); however the CDSC will not be waived for redemptions where the proceeds are transferred or rolled over to another tuition program. |
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√ |
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√ |
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D. Scholarship |
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Shares redeemed where the account beneficiary has received a scholarship, up to the amount of the scholarship. |
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√ |
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√ |
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E. Death of 529 Plan Beneficiary |
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Shares redeemed on account of the death of the 529 plan account beneficiary if the shares were held solely for the benefit of the deceased individual. |
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√ |
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√ |
|
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period (36 months for a $1 million commitment). Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
For each purchase you make under the LOI you will pay the initial sales charge rate applicable to the total amount you intended to purchase.
A-5
MFS Corporate Bond Fund
Out of the shareholder’s initial purchase (or subsequent purchases if necessary), 5% of the dollar amount specified in the Letter of Intent application shall be held in escrow by MFSC in the form of shares registered in the shareholder’s name. All distributions on escrowed shares will be paid to the shareholder or to the shareholder’s order. At the end of the 13-month period or 36-month period, as applicable, the shareholder will be notified, the escrowed shares will be released, and the Letter of Intent will be terminated.
If the intended minimum investment amount is not completed, MFSC will redeem an appropriate number of the escrowed shares in order to pay the higher sales charge level for the amount actually purchased. Shares remaining after any such redemption will be released by MFSC. By completing and signing the Account Application or separate Service Application, the shareholder irrevocably appoints MFSC his or her attorney to surrender for redemption any or all escrowed shares with full power of substitution in the premises.
To establish an LOI, complete the Letter of Intent section of your account application or service application. In order to benefit from the LOI, it is your responsibility to inform your financial intermediary or MFSC that the LOI is in effect each time shares of a fund are purchased.
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA. For purposes of obtaining reduced sales charges under the LOI and ROA, you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● MFS 529 Savings Plan accounts;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
It is your responsibility to inform the broker/dealer for each current purchase of any accounts held with the MFS funds that you believe are eligible to be linked under an LOI or an ROA. If you have not designated a broker/dealer, you should inform MFSC directly of any accounts held with the MFS funds that you believe are eligible to be linked under an LOI or an ROA. You should provide your financial intermediary (or MFSC if you have not designated a broker/dealer) with certain supporting information at the time of each purchase regarding accounts held with the MFS funds that are eligible to be combined for purposes of an LOI or ROA. Such information may include shareholder identification numbers or applicable account numbers or account statements. Your financial intermediary is responsible for taking into account this information about accounts eligible to be combined when transmitting your purchase order to the fund.
Group Purchases. A bona fide group and all its members may be treated at MFD’s discretion as a single purchaser and, under the ROA (but not the LOI), obtain quantity sales charge discounts on the purchase of Class A, Class A1, or Class 529A shares if the group (1) gives its endorsement or authorization to the investment program so that it may be used by the financial intermediary to facilitate solicitation of the membership, thus effecting economies of the sales efforts; (2) has a legitimate purpose other than to purchase mutual fund shares at a discount; (3) is not a group of individuals whose sole organizational nexus is as credit cardholders of a company, policyholders of an insurance company, customers of a bank or financial intermediary, clients of an investment adviser, or other similar groups; and (4) agrees to provide certification of membership of those members investing money in the funds upon the request of MFD. Employer-sponsored retirement plans, such as a 401(a) plan, 457 deferred compensation plan, an Employer Sponsored Group IRA, and an IRA SEP/SARSEP, SIMPLE and 403(b) plans, may qualify as a bona fide group if they meet the above criteria.
Reinstatement Privilege. With respect to Class A, Class B and Class C shares, after you have redeemed fund shares, you have a one-time right per fund per registration to reinvest the proceeds in the fund within 90 days of the redemption without paying a sales charge. Proceeds can only be reinvested in Class A shares of the same fund under the same account registration.
Any CDSC paid upon the redemption of Class A shares will be credited to your account, and your new Class A shares will be subject to a CDSC according to the CDSC schedule applicable to your original shares.
Any CDSC paid upon the redemption of Class B or Class C shares will not be credited to your account.
In order to benefit from the reinstatement privilege, it is your responsibility to inform your financial intermediary or MFSC that the reinstatement privilege is in effect each time shares of the fund are purchased under this privilege.
A-6
MFS Corporate Bond Fund
Financial Intermediary Category II
Eligible Accounts: |
Accounts with Merrill Lynch Listed as Record Owner and/or Broker of Record and Which Are Maintained at an Omnibus Level by Merrill Lynch with the Fund |
|
|
Sales Charge Waived |
||||||
Waiver Category |
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Class
|
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Class A
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Class B
|
|
Class C
|
A. Distribution Reinvestment |
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|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
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√ |
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√ |
|
√ |
B. Affiliates of Funds/Merrill Lynch |
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|
|
Shares acquired by employees of MFS and its affiliates described in the prospectus. |
|
√ |
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√ |
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|
|
Shares acquired by trustees of the fund. |
|
√ |
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√ |
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|
|
Shares acquired by employees and registered representatives of Merrill Lynch or its affiliates and family members. |
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√ |
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√ |
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|
|
C. Reinstatement Privilege |
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|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased pursuant to the Reinstatement Privilege as described below and the CDSC for Class A, Class B and Class C shares is waived upon the redemption of Class A, Class B, and Class C shares purchased pursuant to the Reinstatement Privilege as described below. |
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√ |
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√ |
|
√ |
|
√ |
D. Large Purchases |
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Volume breakpoints as described in the fund’s prospectus (including pursuant to a Letter of Intent or Right of Accumulation as described below). |
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√ |
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|
|
E. Retirement Plans |
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|
|
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan. |
|
√ |
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√ |
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|
|
F. 529 Plans |
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|
|
Shares purchased by a 529 Plan (does not include 529-specific share classes or equivalents covered under “Waivers for Merrill 529 Omnibus Account” below). |
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√ |
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√ |
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|
|
G. Merrill Lynch Programs |
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|
|
Shares purchased through a Merrill Lynch affiliated investment advisory program. |
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√ |
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√ |
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|
|
Exchanges or conversions of shares purchased through a Merrill Lynch affiliated investment advisory program due to the holdings moving from the program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers. |
|
√ |
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√ |
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√ |
|
√ |
Shares purchased by third party investment advisers on behalf of their advisory clients through Merrill Lynch’s platform. |
|
√ |
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√ |
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|
|
Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable). |
|
√ |
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√ |
|
|
|
|
A-7
MFS Corporate Bond Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
H. Exchanges |
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|
|
|
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|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased by exchange from another MFS fund. |
|
√ |
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|
|
I. Systematic Withdrawals |
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|
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|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A and Class 529A shares, whichever is later). |
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|
|
√ |
|
√ |
|
√ |
J. Death or Disability of Owner |
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|
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|
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|
|
Shares redeemed on account of the death or disability of the account shareholder. |
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|
√ |
|
√ |
|
√ |
K. Benefit Responsive Waivers for Retirement Accounts |
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|
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|
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|
|
Return of excess contributions from an IRA Account. |
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|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching a qualified age based on applicable IRS regulations. |
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|
√ |
|
√ |
|
√ |
L. Transactions between Share Classes |
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|
|
In connection with the sale of Class A or Class C shares held in certain retirement brokerage accounts (Traditional IRAs, Roth IRAs, Rollover IRAs, Inherited IRAs, SEP IRAs, SIMPLE IRAs, BASIC Plans, Educational Savings Accounts and Medical Savings Accounts) and the purchase of a lower cost share class due to transfer to certain fee based accounts or platforms. |
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|
√ |
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|
√ |
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the same fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies of Merrill Lynch as it relates to sales load discounts and waivers. |
|
√ |
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|
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M. Payment of Merrill Lynch Fees |
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Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch. |
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|
√ |
|
√ |
|
√ |
WAIVERS FOR MERRILL 529 OMNIBUS ACCOUNT
If you establish or hold your MFS 529 Savings Plan account on the Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) omnibus platform, the features and policies related to share class sales charges (including initial sales charges (“ISC”) and contingent deferred sales charges (“CDSC”)), share class sales charge waiver eligibility, and Class 529C share conversion period likely will be different than referenced in this prospectus and in the MFS 529 Savings Plan program description and will be governed by the Merrill Unit Class Disclosure and Terms and Conditions (“T&Cs”) provided to you by Merrill prior to establishing your account. Importantly, if you establish or hold your MFS 529 Savings Plan account on the Merrill omnibus platform, then the unit class your account will purchase will generally be based on your eligible assets or meeting other eligibility criteria as set forth in the T&Cs. Each account will purchase a specific share class when an initial or subsequent contribution is credited to the account. The share class will be automatically determined by Merrill at the time of the contribution based on the participant’s eligible assets and/or meeting other eligibility criteria. You will not be able to select the share class. Among other things, Class 529C shares generally will be automatically converted to Class 529A shares (not subject to an initial sales charge) after four years from their respective dates of purchase.
|
|
Sales Charge Waived |
||||
Waiver Category |
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Class
|
|
Class 529B
|
|
Class 529C
|
A. Merrill Programs |
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|
|
Class 529A shares acquired though a Corporate 529 Plan (as defined in Merrill’s policies and procedures). |
|
√ |
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|
|
Class 529A shares acquired through a client rollover of assets from another 529 plan. |
|
√ |
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|
|
B. Large Purchases |
|
|
|
|
|
|
A-8
MFS Corporate Bond Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class
|
|
Class 529B
|
|
Class 529C
|
The initial sales charge imposed on purchases of Class 529A shares is waived on Class 529A purchases of $250,000 or more (including pursuant to a Right of Accumulation) as described below. |
|
√ |
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|
|
C. Share Class Conversions |
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|
|
A shareholder in the fund’s Class 529C shares will have such Class 529C shares converted by Merrill at net asset value to Class 529A shares of the same fund four years after the anniversary of the purchase date. |
|
√ |
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|
|
D. Distribution Reinvestment |
|
|
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|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
E. Affiliates of Funds/Merrill Lynch |
|
|
|
|
|
|
Shares acquired by employees of MFS and its affiliates described in the prospectus. |
|
√ |
|
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|
|
Shares acquired by employees and registered representatives of Merrill Lynch or its affiliates and family members. |
|
√ |
|
|
|
|
F. Exchanges |
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class 529A shares is waived when shares are purchased by exchange from another MFS fund held within the MFS 529 Savings Plan. |
|
√ |
|
|
|
|
G. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period. Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
For each purchase you make under the LOI you will pay the initial sales charge rate applicable to the total amount you intended to purchase. If, however, you do not purchase the intended amount within the relevant time period, your account will be adjusted by redemption of the amount of shares needed to pay the higher initial sales charge level for the amount actually purchased.
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge, as described in the fund’s prospectus and this waiver schedule, on purchases of Class A or Class 529A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA (if applicable). For purposes of obtaining reduced sales charges under the LOI and ROA (if applicable), you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA (if applicable) are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● Accounts in 529 Plans held at an omnibus basis;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
A-9
MFS Corporate Bond Fund
It is your responsibility to inform Merrill Lynch for each current purchase of any accounts not held by Merrill Lynch that hold shares of the MFS funds that you believe are eligible to be linked under an LOI or an ROA.
Reinstatement Privilege. With respect to Class A, Class B and Class C shares, after you have redeemed fund shares, you have a one-time right per fund per registration to reinvest the proceeds in the fund within 90 days of the redemption without paying a sales charge. Proceeds can only be reinvested in the same class of the same fund under the same account registration. Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for reinstatement.
Any CDSC paid upon the redemption of Class A, Class B, or Class C shares will not be credited to your account, however, your new Class A, Class B or Class C shares will not be subject to a CDSC.
A-10
MFS Corporate Bond Fund
Financial Intermediary Category III
Eligible Accounts: |
Accounts Investing in Class A Shares with Ameriprise Financial Listed as Record Owner and/or Broker of Record and Which Are Maintained at an Omnibus Level by Ameriprise Financial |
|
|
Sales Charge Waived |
||
Waiver Category |
|
Class A ISC |
|
Class A
|
A. Distribution Reinvestment |
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
B. Employees/Registered Representatives of Ameriprise Financial |
|
|
|
|
Shares purchased by employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members. |
|
√ |
|
√ |
Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial adviser and/or the adviser’s spouse, adviser’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), adviser’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
|
√ |
|
√ |
C. Reinstatement Privilege |
|
|
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
|
√ |
D. Retirement Plans |
|
|
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, or SAR-SEPs. |
|
√ |
|
√ |
E. Ameriprise Financial Programs |
|
|
|
|
Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
|
√ |
|
√ |
Shares purchased by third party investment advisers on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available). |
|
√ |
|
√ |
F. Transactions between Share Classes |
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|
|
Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load-waived shares, that waiver will also apply to such exchanges. |
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period (36 months for a $1 million commitment). Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
A-11
MFS Corporate Bond Fund
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge on purchases of Class A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA. For purposes of obtaining reduced sales charges under the LOI and ROA, you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
It is your responsibility to inform Ameriprise Financial for each current purchase of any accounts not held by Ameriprise Financial that hold shares of the MFS funds that you believe are eligible to be linked under an LOI or an ROA.
A-12
MFS Corporate Bond Fund
Financial Intermediary Category IV
Eligible Accounts: |
Accounts Investing in Class A Shares through a Morgan Stanley Wealth Management Transactional Brokerage Account Maintained at an Omnibus Level |
Shareholders purchasing fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this fund’s prospectus or SAI. Shareholders remain eligible for other reductions in Class A front-end sales charges available pursuant to exchange features or volume breakpoints (including Rights of Accumulation (“ROA”) and Letter of Intent (“LOI”) programs) as described elsewhere in this fund’s prospectus or SAI.
|
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Class A Front-end
|
Waiver Category |
|
Class A ISC |
A. Dividend and Distribution Reinvestment |
|
|
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
|
√ |
B. Employees of Morgan Stanley |
|
|
Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules. |
|
√ |
C. Reinstatement Privilege |
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
D. Retirement Plans |
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
|
√ |
E. Morgan Stanley Self-Directed Programs |
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|
Shares purchased through a Morgan Stanley self-directed brokerage account. |
|
√ |
F. Morgan Stanley Wealth Management Share Class Conversion Program |
|
|
Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program. |
|
√ |
A-13
MFS Corporate Bond Fund
Financial Intermediary Category V
Eligible Accounts: |
Accounts Investing in Shares through a Raymond James Platform or Account Maintained at an Omnibus Level by Raymond James with the Fund |
Shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI. In all instances, it is the purchaser’s responsibility to notify the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. As described elsewhere in this fund’s prospectus or SAI, there is no initial sales charge imposed on purchases of Class A shares pursuant to an Automatic Exchange Plan or purchased by exchange from another MFS fund.
|
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Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
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Class A
|
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Class B
|
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Class C
|
A. Investment Advisory Programs |
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Shares purchased in a Raymond James investment advisory program. |
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√ |
|
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|
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B. Dividend and Distribution Reinvestment |
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|
|
Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions. |
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√ |
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C. Employees/Registered Representatives of Raymond James |
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Shares acquired by employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
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√ |
|
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D. Large Purchases |
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|
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|
|
Breakpoints as described in this prospectus. |
|
√ |
|
|
|
|
|
|
E. Reinstatement Privilege |
|
|
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge (also known as “Rights of Reinstatement”). |
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√ |
|
√ |
|
√ |
|
√ |
F. Raymond James Share Class Conversion Program |
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|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
|
√ |
|
|
|
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|
|
G. Death or Disability of Owner |
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|
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|
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|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
|
√ |
H. Systematic Withdrawals |
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|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
I. Benefit Responsive Waivers for Retirement Accounts |
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|
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|
|
|
|
|
Return of excess contributions from an IRA Account. |
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|
|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations. |
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|
|
√ |
|
√ |
|
√ |
A-14
MFS Corporate Bond Fund
|
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Sales Charge Waived |
||||||
Waiver Category |
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Class
|
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Class A
|
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Class B
|
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Class C
|
J. Payment of Raymond James Fees |
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|
Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
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|
√ |
|
√ |
|
√ |
K. Rights of Accumulation |
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|
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Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
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|
|
L. Letters of Intent |
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Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
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|
A-15
MFS Corporate Bond Fund
Financial Intermediary Category VI
Eligible Accounts: |
Accounts Maintained at an Omnibus Level by or on behalf of Janney Montgomery Scott LLC with the Fund |
Shareholders purchasing fund shares through an account maintained at an omnibus level with the fund by Janney Montgomery Scott LLC (“Janney”), or by a clearing broker or custodian on behalf of Janney, will be eligible only for the following load waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in the fund’s prospectus or SAI. Customers of Janney whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A ISC |
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased of the same fund within the MFS fund family through reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of Janney |
|
|
|
|
|
|
Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions within the MFS fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS fund. |
|
|
|
√ |
|
√ |
E. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed upon the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
F. Systematic Withdrawals |
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of the shareholder’s first withdrawal under the plan(s). |
|
|
|
√ |
|
√ |
G. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations |
|
|
|
√ |
|
√ |
H. Retirement Plans |
|
|
|
|
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
|
√ |
|
|
|
|
I. Payment of Janney Fees |
|
|
|
|
|
|
Shares sold to pay Janney fees but only if the transaction is initiated by Janney. |
|
|
|
√ |
|
√ |
A-16
MFS Corporate Bond Fund
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Right Of Accumulation (ROA). ROA, which entitles shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holdings of MFS fund family assets held by accounts within the shareholder’s household at Janney. Eligible MFS fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial adviser about such assets.
Letter of Intent (LOI). LOI, which allow for breakpoint discounts based on anticipated purchases within the MFS fund family over a 13-month time period. Eligible MFS fund family assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets.
A-17
MFS Corporate Bond Fund
Financial Intermediary Category VII
Eligible Accounts: |
Accounts Investing in Shares of the Fund through an Edward Jones Platform or Account Maintained at an Omnibus Level by Edward Jones with the Fund |
Effective on or after May 1, 2020, clients of Edward Jones (also referred to as “shareholders”) purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge discounts (also referred to as “breakpoints”) and waivers, which can differ from breakpoints and waivers described elsewhere in this prospectus or SAI or through another broker-dealer. In all instances, it is the shareholder’s responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of MFS funds or other facts qualifying the purchaser for breakpoints or waivers. Edward Jones can ask for documentation of such circumstance.
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class
|
|
Class
|
|
Class
|
A. Fee-Based Programs |
|
|
|
|
|
|
|
|
Shares purchased in an Edward Jones fee-based program. |
|
√ |
|
|
|
|
|
|
B. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares purchased within the same fund family through reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
|
|
C. Associates of Edward Jones |
|
|
|
|
|
|
|
|
Shares acquired by associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good standing and remains eligible consistent with Edward Jones’ policies. |
|
√ |
|
|
|
|
|
|
D. Reinstatement Privilege |
|
|
|
|
|
|
|
|
Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met (i) the proceeds are from the sale of shares within 60 days of the purchase; and (ii) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account. |
|
√ |
|
√ |
|
√ |
|
√ |
E. Transactions between Share Classes and Funds |
|
|
|
|
|
|
|
|
Shares converted from another share class into Class A or Class 529A shares, respectively, of the same fund at the discretion of Edward Jones. Edward Jones will be responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable Class A or Class 529A sales charge as disclosed in the prospectus. |
|
√ |
|
|
|
|
|
|
Shares converted from Class C or Class 529C into Class A or Class 529A shares, respectively, of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones, but in no event, earlier than the expiration of the applicable Class C or Class 529C CDSC. |
|
√ |
|
|
|
|
|
|
Shares exchanged from another MFS Fund in an Edward Jones fee-based program. |
|
√ |
|
√ |
|
√ |
|
√ |
F. Death or Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
|
√ |
G. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of the shareholder’s first withdrawal under the plan(s). |
|
|
|
√ |
|
√ |
|
√ |
A-18
MFS Corporate Bond Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class
|
|
Class
|
|
Class
|
H. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
|
√ |
I. Payment of Edward Jones Fees |
|
|
|
|
|
|
|
|
Shares sold to pay Edward Jones fees or costs but only if the transaction is initiated by Edward Jones. |
|
|
|
√ |
|
√ |
|
√ |
J. Large Purchases |
|
|
|
|
|
|
|
|
Breakpoint amounts as described in the fund’s prospectus, subject to the Rights of Accumulation rules described below. |
|
√ |
|
|
|
|
|
|
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). A shareholder may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares if the shareholder intends to invest a specific dollar amount in any class of any MFS fund within a 13-month period. The LOI is determined by calculating the higher of the cost paid by the shareholder or the market value of any existing qualifying holdings (as calculated at the beginning of the 13-month period) in combination with the value that the shareholder intends to purchase over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during the 13-month period will receive the sales charge and breakpoint discount that applies to the total amount.
If the shareholder does not purchase the intended amount within the 13-month period, the shareholder’s account will be adjusted by redemption of the amount of shares needed to pay the higher initial sales charge level for the amount actually purchased. Purchases made before the LOI is received by Edward Jones are not covered under the LOI and will not reduce any sales charge previously paid. The inclusion of investments in the MFS funds held in accounts not maintained by Edward Jones is dependent on the shareholder notifying his or her financial adviser of such investments at the time of calculation.
Right Of Accumulation (ROA). Under the ROA, a shareholder may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares by aggregating the amount of the shareholder’s investment with the shareholder’s existing investments in the MFS funds, based on the higher of the cost paid by the shareholder or the current market value of the applicable MFS funds. For purposes of calculating the ROA, the shareholder’s account may be grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”) (as determined by Edward Jones under its policies and procedures). For purposes of calculating the ROA, holdings of shares of money market funds and retirement plan share classes are not taken into account. The ROA includes all investments of a shareholder in the MFS funds held on the Edward Jones platform and/or held on other platforms. The inclusion of investments in the MFS funds held in accounts not maintained by Edward Jones is dependent on the shareholder notifying his or her financial adviser of such investments at the time of calculation.
Other Important Information
Minimum Purchase Amounts. Purchases by shareholders will be subject to a $250 initial purchase minimum and a $50 subsequent purchase minimum.
Minimum Balances. Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following accounts are not subject to this minimum balance policy: (1) a fee-based account held on an Edward Jones platform; (2) a 529 account held on an Edward Jones platform; or (3) an account with an active systematic investment plan or LOI (as defined above).
Changing Share Classes. At any time it deems necessary, Edward Jones has the authority to convert at NAV a shareholder’s holdings in a fund to Class A shares of the same fund.
A-19
MFS Corporate Bond Fund
Financial Intermediary Category VIII
Eligible Accounts: |
Accounts Investing in Shares of the Fund through a D.A. Davidson & Co. Platform or Account Maintained at an Omnibus Level by or on behalf of D.A. Davidson & Co. with the Fund |
Shareholders purchasing fund shares, including existing fund shareholders, through a D.A. Davidson &. Co. (“D.A. Davidson”) platform or account, or through an introducing broker-dealer or independent registered investment adviser for which D.A. Davidson provides trade execution, clearance, and/or custody services, where such account is maintained on an omnibus level with the fund by D.A. Davidson, or by a clearing broker or custodian on behalf of D.A. Davidson, will be eligible for the following sales charge waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or SAI. Customers of D.A. Davidson whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased within the MFS fund family through systematic reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of D.A. Davidson |
|
|
|
|
|
|
Shares acquired by employees and registered representatives of D.A. Davidson or its affiliates and their family members as designated by D.A. Davidson. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redeemed shares of the MFS fund family so long as the following conditions are met (i) the repurchase occurs within 90 days following the redemption; (ii) the redemption and purchase occur in the same account; and (iii) redeemed shares were subject to a front-end or deferred sales charge (known as Rights of Reinstatement). |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of D.A. Davidson. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS Fund. |
|
√ |
|
√ |
|
√ |
E. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
F. Systematic Withdrawals |
|
|
|
|
|
|
Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
|
|
|
√ |
|
√ |
G. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA or other qualifying retirement accounts if the redemption is taken in or after the year the shareholder reaches the qualified age based on IRS regulations. |
|
|
|
√ |
|
√ |
A-20
MFS Corporate Bond Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
H. Rights of Accumulation |
|
|
|
|
|
|
Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of MFS fund family assets held by accounts within the purchaser’s household at D.A. Davidson. Eligible MFS fund family assets not held at D.A. Davidson may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
I. Letters of Intent |
|
|
|
|
|
|
Letters of intent which allow for breakpoint discounts based on anticipated purchases within the MFS fund family over a 13-month time period. Eligible MFS fund family assets not held at D.A. Davidson may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
A-21
MFS Corporate Bond Fund
Financial Intermediary Category IX
Eligible Accounts: |
Accounts Investing in Shares through a Baird Platform or Account Maintained at an Omnibus Level by or on behalf of Baird with the Fund |
Shareholders purchasing fund shares through a Baird platform or account maintained at an omnibus level with the fund by Baird, or by a clearing broker or custodian on behalf of Baird, will only be eligible for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI. Customers of Baird whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of Baird |
|
|
|
|
|
|
Shares acquired by employees and registered representatives of Baird or its affiliates and their family members as designated by Baird. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions from another MFS fund, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge (also known as “Rights of Reinstatement”). |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Baird. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS Fund. |
|
√ |
|
√ |
|
√ |
E. Retirement Plans |
|
|
|
|
|
|
Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
|
√ |
|
|
|
|
F. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
G. Systematic Withdrawals |
|
|
|
|
|
|
Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
|
|
|
√ |
|
√ |
H. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
A-22
MFS Corporate Bond Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
I. Payment of Baird Fees |
|
|
|
|
|
|
Shares sold to pay Baird fees but only if the transaction is initiated by Baird. |
|
|
|
√ |
|
√ |
J. Rights of Accumulation |
|
|
|
|
|
|
Rights of accumulations which entitles shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of MFS fund family assets held by accounts within the purchaser’s household at Baird. Eligible MFS fund family assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
K. Letters of Intent |
|
|
|
|
|
|
Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of MFS fund family assets through Baird, over a 13-month period of time. |
|
√ |
|
|
|
|
A-23
MFS Corporate Bond Fund
MFS Corporate Bond Fund
Shareholder Communications with the Board of Trustees. Shareholders may mail written communications to the Board of Trustees to the attention of the Board of Trustees, [fund name], Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, MA 02199, Attention: Fund Secretary. Shareholder communications must (i) be in writing and be signed by the shareholder, (ii) identify the MFS fund to which they relate, and (iii) identify the class and number of shares held by the shareholder.
If you want more information about MFS Corporate Bond Fund, the following documents are available free upon request:
Annual/Semiannual Reports. These reports contain information about the fund’s actual investments. Annual reports discuss the effect of recent market conditions and investment strategies on the fund’s performance during its last fiscal year.
Statement of Additional Information (SAI). The SAI, dated August 28, 2020, as may be amended or supplemented from time to time, provides more detailed information about the fund and is incorporated into this prospectus by reference.
You can get free copies of the annual/semiannual reports, the SAI and other information about the fund, including current net asset values per share, and make inquiries about the fund, by contacting:
Internet: mfs.com
MFS Service Center, Inc.
P.O. Box 219341
Kansas City, MO 64121-9341
Telephone: 1-800-225-2606
Reports and other information about the fund are available on the EDGAR Database on the Commission’s Internet website at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
The fund’s Investment Company Act file number is 811-2464.
HOW TO CONTACT US
Website |
Account service and literature |
Mailing address |
mfs.com |
Shareholders |
MFS Service Center, Inc. |
|
1-800-225-2606 |
P.O. Box 219341 |
MFS TALK |
Investment professionals |
Kansas City, MO 64121-9341 |
1-800-637-8255 |
1-800-343-2829 |
|
24 hours a day |
Retirement plan services |
Overnight mail |
|
1-800-637-1255 |
MFS Service Center, Inc. |
|
|
Suite 219341 |
|
|
430 W 7th Street |
|
|
Kansas City, MO 64105-1407 |
August 28, 2020 |
|
PROSPECTUS
MFS® Limited Maturity Fund
The investment objective of the fund is to seek total return with an emphasis on current income, but also considering capital preservation.
CLASS |
|
TICKER
|
Class A |
|
MQLFX |
Class B |
|
MQLBX |
Class C |
|
MQLCX |
Class I |
|
MQLIX |
Class 529A |
|
EALMX |
Class 529B |
|
EBLMX |
Class 529C |
|
ELDCX |
Class R1 |
|
MQLGX |
Class R2 |
|
MLMRX |
Class R3 |
|
MQLHX |
Class R4 |
|
MQLJX |
Class R6 |
|
MQLKX |
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the complete reports will be made available on the fund’s website (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you are already signed up to receive shareholder reports by email, you will not be affected by this change and you need not take any action. You may sign up to receive shareholder reports and other communications from the fund by email by contacting your financial intermediary (such as a broker-dealer or bank) or, if you hold your shares directly with the fund, by calling 1-800-225-2606 or by logging on to MFS Access at mfs.com.
Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you can call 1-800-225-2606 or send an email request to orderliterature@mfs.com to let the fund know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the MFS fund complex if you invest directly.
Table of contents
2 |
|
6 |
|
9 |
|
10 |
|
13 |
|
18 |
|
21 |
|
A-1 |
The Securities and Exchange Commission has not approved or disapproved the fund’s shares or determined whether this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.
MQL-PRO-082820
MFS Limited Maturity Fund
Summary of Key Information
Investment Objective
The fund’s investment objective is to seek total return with an emphasis on current income, but also considering capital preservation.
Fees and Expenses
This table describes the fees and expenses that you may pay when you buy and hold shares of the fund. Investors may also pay commissions or other fees to their financial intermediaries when they buy and hold shares of the fund, which are not reflected below.
You may qualify for sales charge reductions if, with respect to Class A or Class 529A shares, you and certain members of your family invest, or agree to invest in the future, at least $50,000 in MFS funds. More information about these and other waivers and reductions is available from your financial intermediary and in “Sales Charges and Waivers and Reductions” on page 11 and “Appendix A – Waivers and Reductions of Sales Charges” on page A-1 of the fund’s prospectus.
Shareholder Fees (fees paid directly from your investment):
Share Class |
|
A |
|
B |
|
C |
|
I |
|
R1 |
|
R2 |
|
R3 |
|
R4 |
|
R6 |
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
|
2.50 |
% |
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) |
|
1.00 |
%# |
4.00 |
% |
1.00 |
% |
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
Shareholder Fees (fees paid directly from your investment):
Share Class |
|
529A |
|
529B |
|
529C |
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
|
2.50 |
% |
None |
|
None |
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) |
|
None |
|
4.00 |
% |
1.00 |
% |
2
MFS Limited Maturity Fund
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
Share Class |
|
A |
|
B |
|
C |
|
I |
|
R1 |
|
R2 |
|
R3 |
|
R4 |
|
R6 |
|
Management Fee |
|
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
0.38 |
% |
Distribution and/or Service (12b-1) Fees |
|
0.25 |
% |
1.00 |
% |
1.00 |
% |
None |
|
1.00 |
% |
0.50 |
% |
0.25 |
% |
None |
|
None |
|
Other Expenses |
|
0.17 |
% |
0.17 |
% |
0.17 |
% |
0.17 |
% |
0.17 |
% |
0.17 |
% |
0.17 |
% |
0.17 |
% |
0.10 |
% |
Total Annual Fund Operating Expenses |
|
0.80 |
% |
1.55 |
% |
1.55 |
% |
0.55 |
% |
1.55 |
% |
1.05 |
% |
0.80 |
% |
0.55 |
% |
0.48 |
% |
Fee Reductions and/or Expense Reimbursements1 |
|
(0.20 |
)% |
(0.20 |
)% |
(0.10 |
)% |
(0.10 |
)% |
(0.10 |
)% |
(0.20 |
)% |
(0.10 |
)% |
(0.10 |
)% |
(0.10 |
)% |
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements |
|
0.60 |
% |
1.35 |
% |
1.45 |
% |
0.45 |
% |
1.45 |
% |
0.85 |
% |
0.70 |
% |
0.45 |
% |
0.38 |
% |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
Share Class |
|
529A |
|
529B |
|
529C |
|
Management Fee |
|
0.38 |
% |
0.38 |
% |
0.38 |
% |
Distribution and/or Service (12b-1) Fees |
|
0.25 |
% |
1.00 |
% |
1.00 |
% |
Other Expenses |
|
0.22 |
% |
0.22 |
% |
0.22 |
% |
Total Annual Fund Operating Expenses |
|
0.85 |
% |
1.60 |
% |
1.60 |
% |
Fee Reductions and/or Expense Reimbursements1 |
|
(0.20 |
)% |
(0.20 |
)% |
(0.10 |
)% |
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements |
|
0.65 |
% |
1.40 |
% |
1.50 |
% |
# This contingent deferred sales charge (CDSC) applies to shares purchased without an initial sales charge and redeemed within 18 months of purchase.
1 MFS Fund Distributors, Inc., has agreed in writing to waive the Class A, Class B, Class 529A, and Class 529B service fee to 0.15% of each class’ average daily net assets annually until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021. MFS Fund Distributors, Inc., has agreed in writing to waive the Class R2 distribution fee to 0.15% of the class’ average daily net assets annually until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021. Massachusetts Financial Services Company has agreed in writing to bear the fund’s expenses, excluding program management fees, management fees, distribution and service fees, payments made to service providers (other than MFS Service Center, Inc.) that provide certain sub-accounting services, interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as interest and borrowing expenses incurred in connection with the fund’s investment activity), such that “Other Expenses” do not exceed 0.00% of the class’ average daily net assets annually for each class of shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021.
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that: you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods (unless otherwise indicated); your investment has a 5% return each year; and the fund’s operating expenses remain the same.
Although your actual costs will likely be higher or lower, under these assumptions your costs would be:
|
|
1 YEAR |
|
3 YEARS |
|
5 YEARS |
|
10 YEARS |
|
||||
Class A Shares |
|
$ |
310 |
|
$ |
480 |
|
$ |
664 |
|
$ |
1,197 |
|
Class B Shares assuming |
|
|
|
|
|
|
|
|
|
||||
redemption at end of period |
|
$ |
537 |
|
$ |
770 |
|
$ |
1,026 |
|
$ |
1,626 |
|
no redemption at end of period |
|
$ |
137 |
|
$ |
470 |
|
$ |
826 |
|
$ |
1,626 |
|
Class C Shares assuming |
|
|
|
|
|
|
|
|
|
||||
redemption at end of period |
|
$ |
248 |
|
$ |
480 |
|
$ |
835 |
|
$ |
1,837 |
|
no redemption at end of period |
|
$ |
148 |
|
$ |
480 |
|
$ |
835 |
|
$ |
1,837 |
|
Class I Shares |
|
$ |
46 |
|
$ |
166 |
|
$ |
297 |
|
$ |
680 |
|
Class 529A Shares |
|
$ |
315 |
|
$ |
495 |
|
$ |
690 |
|
$ |
1,255 |
|
3
MFS Limited Maturity Fund
|
|
1 YEAR |
|
3 YEARS |
|
5 YEARS |
|
10 YEARS |
|
||||
Class 529B Shares assuming |
|
|
|
|
|
|
|
|
|
||||
redemption at end of period |
|
$ |
543 |
|
$ |
785 |
|
$ |
1,052 |
|
$ |
1,682 |
|
no redemption at end of period |
|
$ |
143 |
|
$ |
485 |
|
$ |
852 |
|
$ |
1,682 |
|
Class 529C Shares assuming |
|
|
|
|
|
|
|
|
|
||||
redemption at end of period |
|
$ |
253 |
|
$ |
495 |
|
$ |
861 |
|
$ |
1,892 |
|
no redemption at end of period |
|
$ |
153 |
|
$ |
495 |
|
$ |
861 |
|
$ |
1,892 |
|
Class R1 Shares |
|
$ |
148 |
|
$ |
480 |
|
$ |
835 |
|
$ |
1,837 |
|
Class R2 Shares |
|
$ |
87 |
|
$ |
314 |
|
$ |
560 |
|
$ |
1,265 |
|
Class R3 Shares |
|
$ |
72 |
|
$ |
245 |
|
$ |
434 |
|
$ |
981 |
|
Class R4 Shares |
|
$ |
46 |
|
$ |
166 |
|
$ |
297 |
|
$ |
680 |
|
Class R6 Shares |
|
$ |
39 |
|
$ |
144 |
|
$ |
259 |
|
$ |
594 |
|
Portfolio Turnover
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These transaction costs, which are not reflected in “Annual Fund Operating Expenses” or in the “Example,” affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 41% of the average value of its portfolio.
Principal Investment Strategies
MFS (Massachusetts Financial Services Company, the fund’s investment adviser) normally invests the fund’s assets primarily in debt instruments. Debt instruments include U.S. Government securities, corporate bonds, foreign government securities, securitized instruments, and other obligations to repay money borrowed.
The fund’s dollar-weighted average effective maturity will normally not exceed five years.
MFS generally invests substantially all of the fund’s assets in investment grade quality debt instruments.
MFS invests the fund’s assets in U.S. securities and U.S. dollar-denominated foreign securities.
MFS normally invests the fund’s assets across different industries, sectors, countries, and regions, but MFS may invest a significant percentage of the fund’s assets in issuers in a single industry, sector, country, or region.
While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate exposure, or as alternatives to direct investments. Derivatives include futures, forward contracts, options, swaps, and certain complex structured securities.
MFS uses an active bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers. Quantitative screening tools that systematically evaluate instruments may also be considered. In structuring the fund, MFS also considers top-down factors.
Principal Risks
As with any mutual fund, the fund may not achieve its objective and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
The principal risks of investing in the fund are:
Investment Selection Risk: MFS’ investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests.
Debt Market Risk: Debt markets can be volatile and can decline significantly in response to, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets or the debt markets generally. Certain events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or segment of a debt market.
Interest Rate Risk: In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for instruments with longer maturities, or that do not pay current interest.
Credit Risk: The price of a debt instrument depends, in part, on the credit quality of the issuer, borrower, counterparty, or other entity responsible for payment, or underlying collateral or assets and the terms of the instrument. The price of a debt instrument can decline in response to changes in, or perceptions of, the financial condition of the issuer, borrower, counterparty, or other entity, or underlying collateral or assets, or changes in, or perceptions of, specific or general market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions.
Foreign Risk: Exposure to foreign markets through issuers can involve additional risks relating to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These factors can make foreign investments, especially those tied economically to emerging and frontier markets, more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to these conditions than the U.S. market.
Focus Risk: Issuers in a single industry, sector, country, or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions, and the fund’s performance will be affected by the conditions in the industries, sectors, countries and regions to which the fund is exposed.
Prepayment/Extension Risk: Instruments subject to prepayment and/or extension can reduce the potential for gain for the instrument’s holders if the instrument is prepaid and increase the potential for loss if the maturity of the instrument is extended.
Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to the risks of the underlying indicator(s) on which the derivative is based. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Derivatives can involve leverage.
Leveraging Risk: Leverage involves investment exposure in an amount exceeding the initial investment. Leverage can cause increased volatility by magnifying gains or losses.
Counterparty and Third Party Risk: Transactions involving a counterparty or third party other than the issuer of the instrument are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction.
4
MFS Limited Maturity Fund
Liquidity Risk: It may be difficult to value, and it may not be possible to sell, certain investments, types of investments, and/or investments in certain segments of the market, and the fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs.
Large Shareholder Risk: From time to time, shareholders of the fund (which may include institutional investors, financial intermediaries, or other MFS funds) may make relatively large redemptions or purchases of fund shares. These transactions may cause the fund to sell securities or invest additional cash, as the case may be, at disadvantageous prices. Redemptions of a large number of shares also may increase transaction costs or have adverse tax consequences for shareholders of the fund by requiring a sale of portfolio securities.
Performance Information
The bar chart and performance table below are intended to provide some indication of the risks of investing in the fund by showing changes in the fund’s performance over time and how the fund’s performance over time compares with that of a broad measure of market performance.
The fund’s past performance (before and after taxes) does not necessarily indicate how the fund will perform in the future. Updated performance is available online at mfs.com or by calling 1-800-225-2606.
Class A Bar Chart. The bar chart does not take into account any sales charges (loads) that you may be required to pay upon purchase or redemption of the fund’s shares. If these sales charges were included, they would reduce the returns shown.
The total return for the six-month period ended June 30, 2020, was 2.21%. During the period(s) shown in the bar chart, the highest quarterly return was 1.83% (for the calendar quarter ended March 31, 2019) and the lowest quarterly return was (0.54)% (for the calendar quarter ended June 30, 2013).
Performance Table.
Average Annual Total Returns
(For the Periods Ended December 31, 2019)
Share Class |
|
1 YEAR |
|
5 YEARS |
|
10 YEARS |
|
Returns Before Taxes |
|
|
|
|
|
|
|
B Shares |
|
0.12 |
% |
0.62 |
% |
1.25 |
% |
C Shares |
|
3.01 |
% |
0.91 |
% |
0.98 |
% |
I Shares |
|
4.89 |
% |
1.89 |
% |
1.98 |
% |
529A Shares |
|
2.23 |
% |
1.17 |
% |
1.53 |
% |
529B Shares |
|
(0.12 |
)% |
0.52 |
% |
1.18 |
% |
529C Shares |
|
2.79 |
% |
0.83 |
% |
0.93 |
% |
R1 Shares |
|
3.85 |
% |
0.88 |
% |
0.98 |
% |
R2 Shares |
|
4.64 |
% |
1.48 |
% |
1.59 |
% |
R3 Shares |
|
4.62 |
% |
1.67 |
% |
1.74 |
% |
R4 Shares |
|
4.69 |
% |
1.96 |
% |
2.01 |
% |
R6 Shares |
|
5.12 |
% |
1.97 |
% |
2.07 |
% |
A Shares |
|
2.10 |
% |
1.23 |
% |
1.59 |
% |
Returns After Taxes on Distributions |
|
|
|
|
|
|
|
A Shares |
|
1.03 |
% |
0.48 |
% |
0.76 |
% |
Returns After Taxes on Distributions and Sale of Fund Shares |
|
|
|
|
|
|
|
A Shares |
|
1.23 |
% |
0.60 |
% |
0.87 |
% |
Index Comparison (Reflects no deduction for fees, expenses, or taxes) |
|
|
|
|
|
|
|
Bloomberg Barclays 1-3 Year U.S. Government/Credit Bond Index |
|
4.03 |
% |
1.67 |
% |
1.54 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your own tax situation, and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. The after-tax returns are shown for only one of the fund’s classes of shares, and after-tax returns for the fund’s other classes of shares will vary from the returns shown.
Investment Adviser
MFS serves as the investment adviser for the fund.
Portfolio Manager(s)
Portfolio Manager |
|
Since |
|
Title |
Philipp Burgener |
|
2017 |
|
Investment Officer of MFS |
Alexander Mackey |
|
2017 |
|
Investment Officer of MFS |
Purchase and Sale of Fund Shares
You may purchase and redeem shares of the fund each day the New York Stock Exchange (the NYSE) is open for trading. You may purchase or redeem shares either by having your financial intermediary process your purchase or redemption, or through MFS Service Center, Inc. (MFSC) by overnight mail (MFSC, Suite 219341, 430 W 7th Street, Kansas City, MO 64105-1407), by mail ([Fund Name], P.O. Box 219341, Kansas City, MO 64121-9341),
5
MFS Limited Maturity Fund
by telephone (1-800-225-2606), or via the Internet at mfs.com (MFS Access).
The fund’s initial and subsequent investment minimums generally are as follows:
Class |
|
Initial Minimum |
|
Subsequent Minimum |
Class A, Class B, Class C |
|
None – automatic investment plans and certain asset-based fee programs
|
|
$50 – by check and non-systematic written exchange request, and via MFSC telephone representatives
|
Class I, Class R1, Class R2, Class R3, Class R4, Class R6 |
|
None |
|
None |
Class 529A, Class 529B, Class 529C |
|
None – automatic investment plans
|
|
None |
Purchases of Class B and Class 529B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B or Class 529B shares for the same share class of another MFS fund.
Taxes
If your shares are held in a taxable account, the fund’s distributions will be taxed to you as ordinary income and/or capital gains. If your shares are held in a tax-advantaged account, you will generally be taxed only upon withdrawals from the account.
Payments to Broker/Dealers and Other Financial Intermediaries
If you purchase shares of the fund through a broker/dealer or other financial intermediary (such as a bank), the fund, MFS, and/or MFS’ affiliates may pay the financial intermediary for the sale of shares of a fund and/or the servicing of shareholder accounts. These payments may create a conflict of interest by influencing your broker/dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your financial intermediary or visit your financial intermediary’s website for more information.
Investment Objective, Strategies, and Risks
Investment Objective
The fund’s investment objective is to seek total return with an emphasis on current income, but also considering capital preservation. The fund’s objective may be changed without shareholder approval.
Principal Investment Strategies
MFS normally invests the fund’s assets primarily in debt instruments.
The fund’s dollar-weighted average effective maturity will normally not exceed five years. In determining an instrument’s effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a call, put, pre-refunding, prepayment or redemption provision, or an adjustable coupon) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.
MFS generally invests substantially all of the fund’s assets in investment grade quality debt instruments.
MFS invests the fund’s assets in U.S. securities and U.S. dollar-denominated foreign securities.
MFS normally invests the fund’s assets across different industries, sectors, countries, and regions, but MFS may invest a significant percentage of the fund’s assets in issuers in a single industry, sector, country, or region.
While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate exposure, or as alternatives to direct investments.
MFS uses an active bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers in light of the issuers’ financial condition and market, economic, political, and regulatory conditions. Factors considered may include the instrument’s credit quality and terms, any underlying assets and their credit quality, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features may also be considered. In structuring the fund, MFS also considers top-down factors, including sector allocations, yield curve positioning, duration, macroeconomic factors, and risk management factors.
Principal Investment Types
The principal investment types in which the fund may invest are:
Debt Instruments: Debt instruments represent obligations of corporations, governments, and other entities to repay money borrowed, or other instruments believed to have debt-like characteristics. The issuer or borrower usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the instrument. Debt instruments generally trade in the over-the-counter market and can be less liquid than other types of investments, particularly during adverse market and economic conditions. During certain market conditions, debt instruments in some or many segments of the debt market can trade at a negative interest rate (i.e., the price to purchase the debt instrument is more than the present value of expected interest payments and principal due at the maturity of the instrument). Some debt instruments, such as zero coupon bonds or payment-in-kind bonds, do not pay current interest. Other debt instruments, such as certain mortgage-backed securities and other securitized instruments, make periodic payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal.
U.S. Government Securities: U.S. Government securities are securities issued or guaranteed as to the payment of principal and interest by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity. Certain U.S. Government securities are not supported as to the payment of principal and interest by the full faith and credit of the U.S. Treasury or the ability to borrow from the U.S. Treasury. Some U.S. Government securities are supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security. U.S. Government securities include
6
MFS Limited Maturity Fund
mortgage-backed securities and other types of securitized instruments guaranteed by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity.
Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.
Foreign Government Securities: Foreign government securities are debt instruments issued, guaranteed, or supported, as to the payment of principal and interest, by foreign governments, foreign government agencies, foreign semi-governmental entities or supranational entities, or debt instruments issued by entities organized and operated for the purpose of restructuring outstanding foreign government securities. Foreign government securities may not be supported as to the payment of principal and interest by the full faith and credit of the foreign government.
Securitized Instruments: Securitized instruments are debt instruments that generally provide payments of principal and interest based on the terms of the instrument and cash flows generated by the underlying assets. Underlying assets include residential and commercial mortgages, debt instruments, loans, leases, and receivables. Securitized instruments are issued by trusts or other special purpose entities that hold the underlying assets. Certain securitized instruments offer multiple classes that differ in terms of their priority to receive principal and/or interest payments under the terms of the instrument. Securitized instruments include mortgage-backed securities, collateralized debt obligations, and other asset-backed securities. Certain mortgage-backed securities are issued on a delayed delivery or forward commitment basis where payment and delivery take place at a future date.
Derivatives: Derivatives are financial contracts whose value is based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure, or index. Derivatives often involve a counterparty to the transaction. Derivatives include futures, forward contracts, options, swaps, and certain complex structured securities.
Principal Risks
The yield and share price of the fund will change daily based on changes in interest rates and market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. As with any mutual fund, the fund may not achieve its objective and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The significance of any specific risk to an investment in the fund will vary over time depending on the composition of the fund’s portfolio, market conditions, and other factors. You should read all of the risk information below carefully, because any one or more of these risks may result in losses to the fund.
The principal risks of investing in the fund are:
Investment Selection Risk: MFS’ investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests. In addition, MFS or the fund’s other service providers may experience disruptions or operating errors that could negatively impact the fund.
Debt Market Risk: Debt markets can be volatile and can decline significantly in response to, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets, or debt markets generally. Certain changes or events, such as political, social, or economic developments, including increasing and negative interest rates or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or a segment of a debt market.
Certain of the fund’s investments may be based on reference interest rates, such as the London Interbank Offered Rate (“LIBOR”). The regulatory authority that oversees financial services firms in the United Kingdom has announced plans to transition away from LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR as a reference rate and the nature of any replacement rate. The potential effects of the transition from LIBOR on the fund, or on certain instruments in which the fund invests, are not known. The transition from LIBOR may result in, among other things, an increase in volatility or illiquidity of markets for instruments that currently rely on LIBOR to determine interest rates. Any such effects could have an adverse impact on the fund’s performance.
Interest Rate Risk: The price of a debt instrument typically changes in response to interest rate changes. Interest rates can change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for instruments with longer maturities, or that do not pay current interest. In addition, short-term and long-term interest rates, and interest rates in different countries, do not necessarily move in the same direction or by the same amount. An instrument’s reaction to interest rate changes depends on the timing of its interest and principal payments and the current interest rate for each of those time periods. Instruments with floating interest rates can be less sensitive to interest rate changes. The price of an instrument trading at a negative interest rate responds to interest rate changes like other debt instruments; however, an instrument purchased at a negative interest rate is expected to produce a negative return if held to maturity. Changes in government and/or central bank monetary policy may affect the level of interest rates.
Credit Risk: The price of a debt instrument depends, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due. The price of a debt instrument is likely to fall if an issuer or borrower defaults on its obligation to pay principal or interest, if the instrument’s credit rating is downgraded by a credit rating agency, or based on other changes in, or perceptions of, the financial condition of the issuer or borrower. For certain types of instruments, including derivatives, the price of the instrument depends in part on the credit quality of the counterparty to the transaction. For other types of debt instruments, including securitized instruments, the price of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult.
7
MFS Limited Maturity Fund
Foreign Risk: Investments in securities of foreign issuers and securities of issuers with significant foreign exposure can involve additional risks relating to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action such the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, or other confiscation, the fund could lose its entire foreign investment in a particular country. Economies and financial markets are interconnected, which increases the likelihood that conditions in one country or region can adversely impact issuers in different countries and regions. Less stringent regulatory, accounting, auditing, and disclosure requirements for issuers and markets are more common in certain foreign countries. Enforcing legal rights can be difficult, costly, and slow in certain foreign countries and can be particularly difficult against foreign governments. Additional risks of foreign investments include trading, settlement, custodial, and other operational risks, and withholding and other taxes. These factors can make foreign investments, especially those tied economically to emerging and frontier markets (emerging markets that are early in their development), more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions than the U.S. market.
Focus Risk: Issuers in a single industry, sector, country, or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions. These conditions include business environment changes; economic factors such as fiscal, monetary, and tax policies; inflation and unemployment rates; and government and regulatory changes. The fund’s performance will be affected by the conditions in the industries, sectors, countries and regions to which the fund is exposed.
Prepayment/Extension Risk: Many types of debt instruments, including mortgage-backed securities, securitized instruments, certain corporate bonds, and municipal housing bonds, and certain derivatives, are subject to the risk of prepayment and/or extension. Prepayment occurs when unscheduled payments of principal are made or the instrument is called or redeemed prior to an instrument’s maturity. When interest rates decline, the instrument is called, or for other reasons, these debt instruments may be repaid more quickly than expected. As a result, the holder of the debt instrument may not be able to reinvest the proceeds at the same interest rate or on the same terms, reducing the potential for gain. When interest rates increase or for other reasons, these debt instruments may be repaid more slowly than expected, increasing the potential for loss. In addition, prepayment rates are difficult to predict and the potential impact of prepayment on the price of a debt instrument depends on the terms of the instrument.
Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to, and potentially greater than, the risks of the underlying indicator(s). Gains or losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Derivatives can involve leverage. Derivatives can be complex instruments and can involve analysis and processing that differs from that required for other investment types used by the fund. If the value of a derivative does not change as expected relative to the value of the market or other indicator to which the derivative is intended to provide exposure, the derivative may not have the effect intended. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments.
Leveraging Risk: Certain transactions and investment strategies can result in leverage. Leverage involves investment exposure in an amount exceeding the initial investment. In transactions involving leverage, a relatively small change in an underlying indicator can lead to significantly larger losses to the fund. Leverage can cause increased volatility by magnifying gains or losses.
Counterparty and Third Party Risk: Transactions involving a counterparty other than the issuer of the instrument, including clearing organizations, or a third party responsible for servicing the instrument or effecting the transaction, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction. If a counterparty or third party fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the fund could miss investment opportunities, lose value on its investments, or otherwise hold investments it would prefer to sell, resulting in losses for the fund.
Liquidity Risk: Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market, or may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, including investors trying to sell large quantities of a particular investment or type of investment, or lack of market makers or other buyers for a particular investment or type of investment. At times, all or a significant portion of a market may not have an active trading market. Without an active trading market, it may be difficult to value, and it may not be possible to sell, these investments and the fund could miss other investment opportunities and hold investments it would prefer to sell, resulting in losses for the fund. In addition, the fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs, which could result in dilution of remaining investors’ interests in the fund. The prices of illiquid securities may be more volatile than more liquid investments.
Large Shareholder Risk: From time to time, shareholders of the fund (which may include institutional investors, financial intermediaries, or other MFS funds) may make relatively large redemptions or purchases of fund shares. These transactions may cause the fund to sell securities or invest additional cash, as the case may be, at disadvantageous prices. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on the fund’s performance to the extent that the fund may be required to sell securities or invest cash at times it would not otherwise do so. Redemptions of a large number of shares also may increase transaction costs or have adverse tax consequences for shareholders of the fund by requiring a sale of portfolio securities. In addition, a large redemption could result in the fund’s current expenses being allocated over a smaller asset base, leading to an increase in the fund’s expense ratio.
Other Investment Strategies and Risks
Active and Frequent Trading: MFS may engage in active and frequent trading in pursuing the fund’s principal investment strategies. Frequent trading increases transaction costs, which can reduce the fund’s return. Frequent trading can also increase the possibility of capital gain distributions. Capital gain distributions
8
MFS Limited Maturity Fund
generally increase your tax liability unless you hold your shares through a tax-advantaged or exempt vehicle.
Temporary Defensive Strategy: In response to adverse market, economic, industry, political, or other conditions, MFS may depart from the fund’s principal investment strategies by temporarily investing for defensive purposes. When MFS invests defensively, different factors could affect the fund’s performance and the fund may not achieve its investment objective. In addition, the defensive strategy may not work as intended.
Further Information on Investment Strategies, Types, and Risks: Information about investment strategies and investment types not described in the prospectus and the risks associated with those investment strategies and investment types are described in the fund’s Statement of Additional Information (SAI).
Management of the Fund
Investment Adviser
MFS, located at 111 Huntington Avenue, Boston, Massachusetts 02199, serves as the investment adviser for the fund. Subject to the supervision of the fund’s Board of Trustees, MFS is responsible for managing the fund’s investments, executing transactions, and providing related administrative services and facilities under an Investment Advisory Agreement between the fund and MFS.
For the fiscal year ended April 30, 2020, the fund paid MFS an effective management fee equal to 0.37% of the fund’s average daily net assets.
Effective August 1, 2020, the management fee set forth in the Investment Advisory Agreement is 0.40% of the fund’s average daily net assets annually up to $1 billion; 0.35% of the fund’s average daily net assets annually in excess of $1 billion and up to $2.5 billion; and 0.30% of the fund’s average daily net assets annually in excess of $2.5 billion.
For the period from August 1, 2019, to July 31, 2020, the management fee set forth in the Investment Advisory Agreement was 0.40% of the fund’s average daily net assets annually up to $1 billion; 0.35% of the fund’s average daily net assets annually in excess of $1 billion and up to $2.5 billion; and 0.33% of the fund’s average daily net assets annually in excess of $2.5 billion.
For the period from May 1, 2019, to July 31, 2019, the management fee set forth in the Investment Advisory Agreement was 0.40% of the fund’s average daily net assets annually.
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the fiscal year ended April 30, 2020, this management fee reduction amounted to 0.01% of the fund’s average daily net assets.
MFS has agreed in writing to bear the fund’s expenses, excluding program management fees, management fees, distribution and service fees, payments made to service providers (other than MFSC) that provide certain sub-accounting services, interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as interest and borrowing expenses incurred in connection with the fund’s investment activity), such that “Other Expenses” do not exceed 0.00% of the class’ average daily net assets annually for each class of shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021.
A discussion regarding the basis for the Board of Trustees’ approval of the Investment Advisory Agreement is available in the fund’s semiannual report for the six-month period ended October 31, 2019.
MFS is America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund, Massachusetts Investors Trust. Net assets under the management of the MFS organization were approximately $507 billion as of June 30, 2020.
Disclosure of Portfolio Holdings. The fund has established a policy with respect to the disclosure of fund portfolio holdings. A description of this policy is provided in the SAI.
The following information is generally available to you at mfs.com/openendfunds by choosing the fund’s name:
Information |
|
Approximate Date of Posting |
Fund’s top 10 holdings as of each month’s end |
|
11 days after month end |
Fund’s full holdings as of each month’s end |
|
19 days after month end |
Holdings also include short positions, if any. Top 10 holdings exclude cash, cash equivalents, short-term investments, currency derivatives, and the cash portion of other derivatives. For purposes of full holdings, cash, cash equivalents, and short-term investments are aggregated and currency derivatives and the cash portion of other derivatives are aggregated.
Note that the fund or MFS may suspend the posting of this information or modify the elements of this Web posting policy without notice to shareholders. Once posted, the above information will generally remain available on mfs.com until at least the date on which the fund files a Form N-CSR or Form N-PORT for the period that includes the date as of which the mfs.com information is current.
Portfolio Manager(s)
Information regarding the portfolio manager(s) of the fund is set forth below. Further information regarding the portfolio manager(s), including other accounts managed, compensation, ownership of fund shares, and possible conflicts of interest, is available in the fund’s SAI.
Portfolio
|
|
Primary Role |
|
Five Year History |
Philipp Burgener |
|
Portfolio Manager |
|
Employed in the investment area of MFS since 2003 |
Alexander Mackey |
|
Portfolio Manager |
|
Employed in the investment area of MFS since 2001 |
Administrator
MFS provides the fund with certain financial, legal, and other administrative services under a Master Administrative Services Agreement between the fund and MFS. Under the Agreement, MFS is paid an annual fee for providing these services.
Distributor
MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund.
Shareholder Servicing Agent
MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, provides dividend and distribution disbursing and transfer agent and recordkeeping functions in connection with the issuance, transfer, and redemption of each class of shares of the fund under a Shareholder Servicing Agent Agreement. MFSC receives a fee based on the costs it incurs in providing these services and a target
9
MFS Limited Maturity Fund
profit margin. In addition, MFSC is reimbursed for payments made to service providers that provide certain sub-accounting and other shareholder services (shareholder servicing payments) and its out-of-pocket expenses. No shareholder servicing payments are made for Class R6 shares.
Special Servicing Agreement
Under a Special Servicing Agreement among MFS, certain funds which invest primarily in other funds advised by MFS (“MFS Fund-of-Funds”), and the fund, the fund pays to MFSC a portion of the transfer agent-related expenses of each MFS Fund-of-Funds that invests in the fund, including sub-accounting fees payable to financial intermediaries, to the extent such payments are less than the amount of benefits realized or expected to be realized by the fund from the investment by the MFS Fund-of-Funds.
Program Manager(s)
MFD serves as program manager for a qualified tuition program under Section 529 of the Internal Revenue Code of 1986, as amended, through which 529 share classes of the fund are included as investment options to program participants. MFD provides, either directly or through third parties, recordkeeping, tax reporting, and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements under a Master 529 Administrative Services Agreement.
Under the Master 529 Administrative Services Agreement, the fund pays MFD an annual fee of up to 0.05% of the average daily net assets attributable to each 529 share class. MFD pays all or a portion of this fee to third parties.
Qualified tuition program accounts for which MFD serves as program manager may be subject to a $25 annual account maintenance fee. Please consult the program description for your particular qualified tuition program for a discussion of account fees as well as the fees paid to and services received from the program manager.
Description of Share Classes
The fund offers Class A, Class B, Class C, Class I, Class 529A, Class 529B, Class 529C, Class R1, Class R2, Class R3, Class R4, and Class R6 shares through this prospectus. All classes of the fund have the same investment objective and investments, but each class has its own sales charge and expense structure. Your financial intermediary may also charge you additional fees, commissions, or other charges. You should consult with your financial intermediary to help you determine which class is most appropriate for you.
Purchases of Class B and Class 529B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B or Class 529B shares for the same share class of another MFS fund.
Share Class Eligibility
Your financial intermediary is responsible for determining if you meet any share class eligibility requirements. MFS does not generally monitor any share class eligibility requirements.
Class A, Class B, and Class C shares do not have any share class eligibility requirements.
Class I shares generally are available only to the following eligible investors:
● certain retirement plans established for the benefit of employees and former employees of MFS or its affiliates;
● defined benefit retirement plans, endowments or foundations;
● bank trust departments or law firms acting as trustee or manager for trust accounts;
● investors who purchase shares through asset-based fee programs available through financial intermediaries;
● employees and former employees of MFS and its subsidiaries who were employed by MFS or its subsidiaries on or after January 1, 2013, trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, and joint accounts with such persons’ spouses or legal equivalents under applicable state law; and
● trustees and former trustees of any investment company for which MFD serves as a distributor and who served as trustee on or after January 1, 2013, trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, and joint accounts with such persons’ spouses or legal equivalents under applicable state law.
Class I shares are also available to other institutional investors who have entered into an agreement with MFD to purchase Class I shares and investors who purchase shares through brokerage programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class I shares through such programs. In addition, Class I shares are also available to investors whose Class A, Class B, or Class C shares have been converted to Class I shares as a result of no financial intermediary being specified on the investor’s account. (Please see “Conversion Among Share Classes” below.)
Class 529A, Class 529B and Class 529C shares generally are available only to qualified tuition programs for which MFD serves as program manager established in accordance with Section 529 of the Internal Revenue Code of 1986, as amended (tuition programs).
Class R1, Class R2, Class R3, and Class R4 shares generally are available only to eligible retirement plans (401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans any of whose accounts are maintained by the fund at an omnibus level (“Employer Retirement Plans”)), and health savings accounts under Section 223 of the Internal Revenue Code if such accounts are maintained by the fund at an omnibus level.
Class R1, Class R2, Class R3, and Class R4 shares generally are not available to traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, salary reduction only 403(b) plans, and Section 529 tuition plans.
Class R6 shares generally are available only to the following eligible investors:
● Employer Retirement Plans;
● health savings accounts under Section 223 of the Internal Revenue Code if such accounts are maintained by the fund at an omnibus level;
● investment companies distributed by MFD;
● endowments and foundations, local, city and state agencies (or entities acting on their behalf);
10
MFS Limited Maturity Fund
● funded welfare benefit plans (e.g., Voluntary Employees’ Beneficiary Association (VEBA) and Other Post-Employment (OPEB) plans);
● unaffiliated registered investment companies;
● collective investment trusts; and
● investors who purchase shares through asset-based fee programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class R6 shares through such programs.
Class R6 shares are also available to other institutional investors who have entered into an agreement with MFD to purchase Class R6 shares and investors who purchase shares through brokerage programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class R6 shares through such programs.
Conversion Among Share Classes
If you hold Class B or Class 529B shares for approximately eight years, they will convert to Class A or Class 529A shares of the fund, respectively. For purposes of calculating the conversion date, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month.
All Class B or Class 529B shares you acquire through the reinvestment of dividends and distributions will be held in a separate sub-account. Each time any Class B or Class 529B shares in your account convert to Class A or Class 529A shares, a proportionate number of the Class B or Class 529B shares in the sub-account will also convert to Class A or Class 529A shares, respectively.
For shareholders invested in Class B and Class 529B shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period. The automatic conversion of Class B and Class 529B shares to Class A and Class 529A shares, respectively, will not apply to shares held through financial intermediaries that do not track the length of time that a shareholder has held such shares. Please consult your financial intermediary for more information.
If you hold Class C or Class 529C shares for approximately ten years, they will convert to Class A or Class 529A shares of the fund, respectively. For purposes of calculating the conversion date, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month.
All Class C or Class 529C shares you acquire through the reinvestment of dividends and distributions will be held in a separate sub-account. Each time any Class C or Class 529C shares in your account convert to Class A or Class 529A shares, a proportionate number of the Class C or Class 529C shares in the sub-account will also convert to Class A or Class 529A shares, respectively.
For shareholders invested in Class C and Class 529C shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period. The automatic conversion of Class C and Class 529C shares to Class A and Class 529A shares, respectively, will not apply to shares held through financial intermediaries that do not track the length of time that a shareholder has held such shares. Please consult your financial intermediary for more information.
Shareholders may be able to convert between Class A shares and Class I shares of the fund if they satisfy eligibility requirements for the other class, if any. Class I shareholders may be able to convert their Class I shares to Class R6 shares of the fund if they satisfy eligibility requirements of Class R6 shares.
Class C and Class 529C shareholders of the fund may be able to convert their shares to Class A shares and Class 529A shares, respectively, of the fund if their financial intermediary provides written notification to MFD prior to such conversion that the intermediary has determined that Class A or Class 529A was the appropriate share class at the time of purchase for such shareholder and receives approval of such conversion by MFD. Class C shareholders also may be able to convert their Class C shares not subject to a CDSC to Class I shares of the fund if they satisfy eligibility requirements of Class I shares.
Class A, Class B, or Class C shares in an account held directly with MFSC for which no financial intermediary is specified will be periodically converted to Class I shares as authorized by MFD. If your Class A, Class B, or Class C shares are converted to Class I shares pursuant to this conversion feature, all future purchases in your account will be invested in Class I shares. Shareholders will generally be provided with written notice at least 30 days prior to a conversion of their Class A, Class B, or Class C shares to Class I shares.
If a shareholder converts from one share class to another share class of the fund, as described above, the transaction will be based on the respective net asset value of each class as of the trade date for the conversion. Consequently, the converting shareholder may receive fewer shares or more shares than originally owned, depending on that day’s net asset values. The total value of the initially held shares, however, will equal the total value of the converted shares received. A conversion between share classes in the same fund, as described above, is a nontaxable event for federal income tax purposes.
Sales Charges and Waivers and Reductions
You may be subject to an initial sales charge when you purchase Class A or Class 529A shares, or a CDSC when you redeem Class A, Class B, Class C, Class 529B or Class 529C shares. These sales charges are paid to MFD.
You may qualify for a sales charge waiver or reduction when you purchase or redeem shares. The waivers or reductions that are applicable to your transaction depend on your financial intermediary and the type of account and transaction. Further details regarding these waivers and reductions are provided in Appendix A of this prospectus. It is your responsibility to inform your financial intermediary or MFSC upon purchasing fund shares of your eligibility for a sales charge waiver or reduction. Waivers or reductions may be eliminated, modified, and added at any time without providing advance notice to shareholders.
Class A and Class 529A Shares. You may purchase Class A and Class 529A shares at the offering price (which includes the applicable initial sales charge).
The amount of the initial sales charge you pay when you buy Class A or Class 529A shares differs depending upon the amount you invest, as follows:
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MFS Limited Maturity Fund
|
|
INITIAL SALES CHARGE AS PERCENTAGE OF: |
|
||
Amount of Purchase |
|
GROSS PURCHASE
|
|
NET AMOUNT
|
|
Less than $50,000 |
|
2.50 |
% |
2.56 |
% |
$50,000 but less than $100,000 |
|
2.25 |
% |
2.30 |
% |
$100,000 but less than $250,000 |
|
2.00 |
% |
2.04 |
% |
$250,000 but less than $500,000 |
|
1.50 |
% |
1.52 |
% |
$500,000 or more |
|
None |
|
None |
|
* Offering price is calculated by dividing the net asset value of a share by the difference between 1 and the initial sales charge percentage. Because the offering price is rounded to two decimal places, actual sales charges you pay may be more or less than those calculated using these percentages.
You may purchase Class A and Class 529A shares without an initial sales charge when you invest $500,000 or more in Class A and Class 529A shares. However, for Class A shares purchased without an initial sales charge, for purchasers other than Employer Retirement Plans, a CDSC of 1% will generally be deducted from your redemption proceeds if you redeem within 18 months of purchase.
Class B and Class 529B Shares. You may purchase Class B and Class 529B shares at net asset value without an initial sales charge, but if you redeem your shares within the first six years after purchase, you may be subject to a CDSC (declining from 4% during the first year to 0% after six years).
The CDSC is imposed according to the following schedule:
Year of redemption after purchase |
|
1st |
|
2nd |
|
3rd |
|
4th |
|
5th |
|
6th |
|
7th |
|
Contingent deferred sales charge |
|
4 |
% |
4 |
% |
3 |
% |
3 |
% |
2 |
% |
1 |
% |
0 |
% |
Class C and Class 529C Shares. You may purchase Class C or Class 529C shares at net asset value without an initial sales charge. However, a CDSC of 1% will generally be deducted from your redemption proceeds if you redeem within 12 months of your purchase.
Class I Shares. Eligible investors may purchase Class I shares at net asset value without an initial sales charge or a CDSC upon redemption.
Class R1, Class R2, Class R3, Class R4, and Class R6 Shares. Eligible investors may purchase Class R1, Class R2, Class R3, Class R4, and Class R6 shares at net asset value without an initial sales charge or a CDSC upon redemption.
Calculation Of CDSC. As discussed above, certain investments in Class A, Class B, Class C, Class 529B, and Class 529C shares are subject to a CDSC. For purposes of calculating the CDSC, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month. The CDSC is based on the original purchase cost or the current market value of the shares being sold, whichever is less. For purposes of determining the CDSC, if you sell only some of your shares, shares not subject to a CDSC are sold first, followed by shares held the longest.
Shares acquired through reinvestment of distributions are not subject to a CDSC.
Distribution and Service Fees
The fund has adopted a plan in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Distribution Plan”). Under the Distribution Plan, the fund pays distribution and/or service fees to MFD to support the sale and distribution of Class A, Class B, Class C, Class 529A, Class 529B, Class 529C, Class R1, Class R2, and Class R3 shares, and/or shareholder servicing and account maintenance activities. These distribution and/or service fees equal on an annual basis up to the following maximum percentages of average daily net assets of the class:
CLASS |
|
MAXIMUM
|
|
MAXIMUM SERVICE
|
|
MAXIMUM TOTAL
|
|
Class A |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
Class B |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class C |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class 529A |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
Class 529B |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class 529C |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class R1 |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class R2 |
|
0.25 |
% |
0.25 |
% |
0.50 |
% |
Class R3 |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
These fees are paid out of fund assets of the applicable class of shares. Because these fees are an ongoing expense of the fund, they increase the cost of your investment over time and may cost you more than other types of sales charges.
MFD has agreed in writing to waive the Class A, Class B, Class 529A, and Class 529B service fee to 0.15% of each class’ average daily net assets annually until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021. MFD has agreed in writing to waive the Class R2 distribution fee to 0.15% of the class’ average daily net assets annually until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021. MFD has voluntarily agreed to rebate to the class a portion of such class’ 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to seed money of MFS or an affiliate.
The fund has not adopted a Rule 12b-1 plan with respect to its Class I, Class R4, or Class R6 shares.
Financial Intermediary Compensation
The term “financial intermediary” refers to any broker/dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, third-party administrator, insurance company, and any other institution having a selling, administration, or any similar agreement with MFD, MFS, or any of their affiliates.
Financial intermediaries receive various forms of compensation in connection with the sale of shares of a fund and/or the servicing of shareholder accounts. Financial intermediaries may receive such compensation (i) in the form of up-front commissions and ongoing asset-based compensation paid by MFD based on sales charges received and expected to be received by MFD from shareholders and Distribution Plan distribution and service payments received by MFD from the fund, (ii) in the form of 529 administrative services payments paid by MFD, (iii) in the form of shareholder servicing payments paid by an affiliate of MFD based on the receipt of such payments by MFD or its affiliates from the fund, and (iv) in the form of payments paid by MFD from MFD’s own additional resources.
12
MFS Limited Maturity Fund
Financial intermediaries may receive up-front commissions of up to the following percentage amounts for sales of the following share classes:
SHARE CLASS |
|
UP FRONT COMMISSION AS A
|
|
Class A or Class 529A |
|
4.25 |
% |
Class B or Class 529B |
|
3.75 |
% |
Class C or Class 529C |
|
1.00 |
% |
In addition, financial intermediaries may receive payments from MFD from MFD’s own additional resources as incentives to market the MFS funds, to cooperate with MFD’s promotional efforts and/or in recognition of their marketing, administrative services, and/or transaction processing support. This compensation from MFD is not reflected in the fees and expenses listed in the fee table section of the fund’s prospectus. MFD compensates financial intermediaries based on criteria established by MFD from time to time that consider, among other factors, the distribution potential of the financial intermediary, the types of products and programs offered by the financial intermediary, the level and/or type of marketing and administrative support provided by the financial intermediary, the level of assets attributable to and/or sales by the financial intermediary and the quality of the overall relationship with the financial intermediary.
These additional payments by MFD may take the form of payments to financial intermediaries that provide marketing support and administrative services to MFD with respect to fund shares sold or held through the financial intermediary’s distribution network and/or through programs such as retirement programs, qualified tuition programs, fund supermarkets, fee-based advisory or wrap fee programs, bank trust programs, and insurance (e.g., individual or group annuity) programs. MFD may also make payments to financial intermediaries to help offset the cost associated with client account maintenance support, statement preparation, and transaction processing. To the extent permitted by U.S. Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) rules and other applicable laws and regulations, MFD may make other payments or allow other promotional incentives or payments to financial intermediaries.
The types of payments described above are not exclusive and such payments can be significant to the financial intermediary. In addition, the compensation that financial intermediaries receive may vary by class of shares sold and among financial intermediaries. Depending upon the arrangements in place at any particular time, financial intermediaries may have a financial incentive to recommend a particular fund or share class.
You can find further details in the SAI about the payments made by MFD and its affiliates and the services provided by financial intermediaries. Financial intermediaries may charge you additional fees and/or commissions other than those disclosed in this prospectus. You can ask your financial intermediary for information about any payments it receives from MFD and its affiliates and any services it provides, as well as about fees and/or commissions it charges. Financial intermediaries that sell fund shares may also act as a broker/dealer in connection with a MFS fund’s purchase or sale of portfolio securities. However, the fund and MFS do not consider financial intermediaries’ sales of shares of an MFS fund as a factor when choosing broker/dealers to effect portfolio transactions for the MFS funds.
How To Purchase, Redeem, and Exchange Shares
You may purchase, redeem, and exchange shares of the fund in the manner described below. The fund is generally only available to U.S. residents with a valid U.S. tax identification number (and to certain other qualified investors). If you buy or sell shares of a fund through a retirement account, Section 529 plan, or financial intermediary, the procedures for buying, selling, and exchanging shares of the fund and the features, policies, and fees may differ from those discussed in this prospectus. Investment minimums may be waived or reduced for certain types of investors and investments and your financial intermediary may have additional minimums.
How to Purchase Shares
Your shares will be bought at the offering price (the net asset value per share plus any applicable initial sales charge) next calculated after your purchase order is received in proper form. A purchase of shares by an MFS fund is treated as received by the fund when the MFS fund receives the purchase order in proper form to be allocated to the fund. Your financial intermediary is responsible for transmitting your purchase order to the fund in proper form and in a timely manner. MFSC reserves the right to reject any purchase order that is not in proper form. The specific requirements for proper form depend on the type of account and transaction and the method of purchase; contact MFSC if you have questions about your particular circumstances. Certain restrictions apply to the use of a transfer on death registration. You or your financial intermediary should contact MFSC to obtain a Transfer on Death registration form and for information regarding MFSC’s other requirements for transfer on death registrations. If payment for a purchase order is not received by the time required under applicable law, your purchase order may be cancelled and your financial intermediary could be liable for any costs or losses.
The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders. The fund may stop offering shares completely, or may offer shares only on a limited basis, for a period of time or permanently.
The fund is required by law to obtain from you certain information that will be used to verify the identity of the account owner. If you do not provide the information, the fund will not be able to open your account. The fund must also take certain steps to verify that the account information you provide is correct.
Purchases of Class B and Class 529B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B or Class 529B shares for the same share class of another MFS fund.
Class A, Class B, and Class C Shares. You can establish an account by having your financial intermediary process your purchase or by contacting MFSC directly.
Purchases of Class B shares are subject to a total account value limitation at the time of purchase of $99,999, and purchases of Class C shares are subject to a total account value limitation at the time of purchase of $499,999. If your existing accounts for all share classes held with the MFS funds have a total value equal to $99,999 for Class B share purchases or $499,999 for Class C share purchases, you will not be able to purchase Class B or Class C shares, as applicable. For the purpose of determining your total account value, existing accounts for all share classes held with the MFS funds that are linked under a Letter of Intent or Right of Accumulation will be included.
The fund or its agents may at their discretion accept a purchase request for Class B shares or Class C shares that would otherwise
13
MFS Limited Maturity Fund
exceed the total account value limitation of $99,999 and $499,999, respectively, under certain circumstances, including purchases by certain types of group or sponsored retirement plans.
Class I Shares. You can establish an account through your MFD representative, by having your financial intermediary process your purchase, or by contacting MFSC directly.
Class R1, Class R2, Class R3, Class R4, and Class R6 Shares. You can establish an account through your financial intermediary or by contacting MFSC directly. For Class R6 investors, you can also establish your account through your MFD representative.
529 Share Classes. You can establish an account by having your financial intermediary process your purchase or by contacting MFSC directly.
Purchases of Class 529B shares are subject to a total account value limitation at the time of purchase of $99,999, and purchases of Class 529C shares are subject to a total account value limitation at the time of purchase of $499,999. If your existing accounts for all share classes held with the MFS funds have a total value equal to $99,999 for Class 529B share purchases or $499,999 for Class 529C share purchases, you will not be able to purchase Class 529B or Class 529C shares, as applicable. For the purpose of determining your total account value, existing accounts for all share classes held with the MFS funds that are linked under a Letter of Intent or Right of Accumulation will be included.
In addition, the Internal Revenue Code of 1986, as amended, and tuition programs impose a maximum total contribution limitation for designated beneficiaries on behalf of whom assets under tuition programs are held, which may result in a limitation on your ability to purchase the fund’s 529 share classes. Please see the program description for details concerning the maximum contribution limitation and its application. An account owner of a newly-established account under a tuition program in which the designated beneficiary is age 12 or older will not be permitted to purchase Class 529B shares, unless the newly established account results from a transfer of registration from another MFS fund account. Please see the program description for details and additional restrictions.
Additional Purchases
You may purchase additional shares through your financial intermediary or MFSC.
Additional Purchases Directly Through MFSC.
● Mail. You may purchase additional shares by mailing a check with your investment instructions to MFSC.
● Telephone. You may purchase additional shares by phone from your pre-designated bank account. You must elect this privilege on your account application or service application. Purchases via telephone are not available for certain types of accounts.
● Internet. You may purchase additional shares from a pre-designated bank account via the Internet at mfs.com (MFS Access). You must elect this privilege on your account application or service application and establish a password on MFS Access to use this service. Purchases via the Internet are not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares, and certain types of accounts.
● Wire. To purchase additional shares by wire, call MFSC for instructions.
● Automatic Investment Plan. You may purchase additional shares by automatically investing a designated amount from your checking or savings account on any day of the month. You must elect this privilege on your account application or service application.
Additional Purchases Through Your Financial Intermediary. You can have your financial intermediary purchase shares on your behalf. Your financial intermediary will be responsible for furnishing all necessary documents to MFSC and may charge you for this service.
How to Redeem Shares
Your shares will be sold at the net asset value per share next calculated after your redemption order is received in proper form, minus any applicable CDSC and/or other fees. A redemption of shares by an MFS fund is treated as received by the fund when the MFS fund receives the redemption order in proper form to be allocated to the fund. Your financial intermediary is responsible for transmitting your redemption order to the fund in proper form and in a timely manner. MFSC reserves the right to reject any redemption request that is not in proper form. The specific requirements for proper form depend on the type of account and transaction and the method of redemption; contact MFSC if you have questions about your particular circumstances.
In certain circumstances, you will need to have your signature guaranteed and/or submit additional documentation to redeem your shares. In general, no signature guarantee is required for a redemption order for up to $100,000 that is signed by all owners or fiduciaries identified in the account registration, paid as registered, and mailed to the address of record. However, if you have changed your address of record within 30 days of your redemption order, a Medallion signature guarantee will generally be required. A Medallion signature guarantee will also generally be required if you want to send your redemption proceeds to a pre-designated bank account that was added or changed on your account within 30 days of your redemption order.
The fund typically processes your redemption proceeds, after your request is received in proper form, by the end of the next business day for payment by wire and payment processed through DTCC’s Defined Contribution Clearance & Settlement System or Fund/SERV system (financial intermediaries can choose to have payments processed through the Fund/SERV system by the end of the second business day instead of the next business day), and by the end of the second business day for payment by check, Automated Clearing House, and for payment to MFS funds. However, the fund may delay processing your redemption request for up to seven days. Under unusual circumstances, such as when the NYSE is closed, trading on the NYSE is restricted, or as permitted by the SEC, the fund may suspend redemptions or postpone payment for more than seven days.
If you recently purchased shares and subsequently request a redemption, redemption proceeds (other than in an exchange) for the shares you recently purchased will generally be delayed until money from such purchases sufficient to cover your redemption has been received and collected. Receiving and collecting payment can take up to seven business days after a purchase. You can avoid this delay by purchasing shares by wire transfer.
The fund typically expects to meet redemption requests by holding cash and/or cash equivalents, selling investments, and using overdraft provisions or lines of credit. The fund may also meet redemption requests by redeeming shares in kind for large redemptions or during stressed market conditions. If, during any 90-day period, you redeem shares in an amount greater than the lesser of $250,000 or 1% of fund net assets, and if MFS determines it to be feasible and appropriate, the fund may pay the redemption
14
MFS Limited Maturity Fund
amount above such threshold by a distribution in kind of portfolio securities (redemption in kind). In the event that the fund makes a redemption in kind, you should expect to incur brokerage and other transaction charges when converting the securities to cash, and the securities will likely increase or decrease in value before you sell them.
You may redeem your shares either by having your financial intermediary process your redemption or by contacting MFSC directly.
Redeeming Directly Through MFSC.
● Mail. To redeem shares by mail, you can send a letter, or the applicable redemption form, to MFSC with the name of the fund, your account number, and the number of shares or dollar amount to be redeemed. MFSC currently charges a fee to send your proceeds via overnight mail.
● Telephone. If a signature guarantee is not required, you can call MFSC to have shares redeemed from your account and proceeds mailed to the address of record on the account. MFSC currently charges a fee to send your proceeds via overnight mail. You can also call MFSC to have shares redeemed from your account and the proceeds sent directly to a pre-designated bank account. You must elect this privilege on your account application or service application if you wish to have proceeds sent to your bank account. Telephone redemptions are not available for certain types of accounts.
● Internet. If a signature guarantee is not required, you can have shares redeemed from your account via the Internet at mfs.com (MFS Access) and the proceeds mailed to the address of record on the account. You can also have shares redeemed from your account via MFS Access and the proceeds sent directly to a pre-designated bank account. You must elect this privilege on your account application or service application and establish a password on MFS Access to use this service. Redemptions via the Internet are not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares, and certain types of accounts.
● Systematic Withdrawal Plan (not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares). If you have a balance of at least $5,000 in your account in the fund, you may elect to automatically receive (or designate someone else to receive) regular periodic payments (of at least $50 if by check) through an automatic redemption of such classes. The fund may terminate any Systematic Withdrawal Plan for an account if the value of the account falls below $5,000 as a result of share redemptions (other than as a result of a Systematic Withdrawal Plan). Please contact MFSC or your financial intermediary for details.
● Checkwriting. You may redeem your Class A and Class C shares by writing checks against your account. There is no charge for this service. You must elect this privilege on your account application to use this service. Shares in your account equal in value to the amount of the check plus the applicable CDSC (if any) and any income tax required to be withheld (if any), are redeemed to cover the amount of the check. If your account value is not great enough to cover these amounts, your check will be dishonored. Checkwriting is not available for all accounts.
Redeeming Through Your Financial Intermediary. You can have your financial intermediary process a redemption on your behalf. Your financial intermediary will be responsible for furnishing all necessary documents to MFSC and may charge you for this service.
Signature Guarantee/Additional Documentation. If a Medallion signature guarantee is required, your signature may be guaranteed by an eligible bank, broker/dealer, credit union, national securities exchange, registered securities association, clearing agency, or savings association that participates in a Medallion program recognized by the Securities Transfer Association. MFSC may require additional documentation for certain types of registrations and under certain circumstances. Signature guarantees and this additional documentation shall be accepted in accordance with policies established by MFSC, and MFSC may, at its discretion, change and make certain exceptions to these requirements. Please contact MFSC with any questions and for the requirements for your particular situation.
Share Certificates. If certificates are outstanding for your shares, you may only redeem such shares by mailing the certificates to MFSC. Telephone, electronic, and systematic withdrawal plan redemptions and checkwriting are not available if certificates are outstanding for your shares.
Involuntary Redemptions. Because it is costly to maintain small accounts, the MFS funds have reserved the right to redeem your Class A, Class B, or Class C shares without your permission when your account contains less than $500 for any reason, including market fluctuation. Before the fund makes such a redemption, you will be notified and given 60 days to increase your investment to at least $500. Certain accounts are not subject to these provisions. Any applicable CDSC will be waived for shares redeemed due to the small size of a shareholder’s account.
In addition, the MFS funds have reserved the right to redeem your shares without your permission in cases of threatening conduct or suspicious, fraudulent, or illegal activity. Any applicable CDSC will be assessed upon redemption of your shares.
How to Exchange Shares
An exchange involves the redemption of shares of one fund and the purchase of shares of another fund.
Exchange Privilege. You can exchange your shares for shares of the same class, if available, of most other MFS funds at their respective net asset values by having your financial intermediary process your exchange request or by contacting MFSC directly.
You can exchange your Class A shares and your Class I shares for shares of MFS U.S. Government Money Market Fund, if available, according to the terms of such fund’s prospectus.
You can exchange your Class R6 shares of the fund for shares of MFS Institutional International Equity Fund, if available, subject to the eligibility requirements for such shares, according to the terms of MFS Institutional International Equity Fund’s prospectus.
Your ability to exchange your Class 529A, Class 529B, or Class 529C shares of the fund for corresponding Class 529A, Class 529B, and Class 529C shares of other MFS funds may be limited under Section 529 of the Internal Revenue Code of 1986, as amended, and the tuition program through which your investment in the MFS funds is made. Please see the tuition program description for details.
Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange. Shares will retain the CDSC schedule in effect based
15
MFS Limited Maturity Fund
upon a pro rata share of the CDSC from the exchanged fund and the original purchase date of the shares subject to the CDSC.
You should read the prospectus of the MFS fund into which you are exchanging and consider the differences in investment objectives, policies, and risks, and in fees and expenses, before making an exchange. The exchange privilege may be changed or discontinued at any time, and all exchanges are subject to certain limitations and the MFS funds’ policies concerning disruptive trading practices, which are designed to protect the funds and their shareholders from the harmful effects of frequent trading. No more than ten exchanges may be made in any one exchange request by telephone.
The MFS funds allow certain financial intermediaries to place exchange orders on behalf of a group of their discretionary investment advisory clients (“group exchange orders”). As with any exchange request, the funds and their agents reserve the right to reject any group exchange order, and the funds’ agents will generally reject any group exchange order received by the funds or their agents after 1 p.m., Eastern time. In addition, MFD has agreements with certain financial intermediaries which set forth the terms and conditions under which group exchange orders may be placed by these financial intermediaries. These conditions may be more restrictive than those applicable to individual exchange orders, and may include the requirement to provide the funds or their agents with advance notice of group exchange orders.
Automatic Exchange Plan (not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares). If you have a balance of at least $2,000 in your account in the fund, you may participate in the automatic exchange plan, a dollar-cost averaging program. This plan permits you to make automatic periodic exchanges from your account in the fund for shares of the same class of other MFS funds. Exchanges will generally be made at net asset value without any sales charges; however, you will pay the initial sales charge, if applicable, if you have not already paid this charge on these shares.
Disruptive Trading
General Purchase and Exchange Limitation Policy. The MFS funds reserve the right to restrict, reject, or cancel, without any prior notice, any purchase or exchange order, including transactions believed to represent frequent or other disruptive trading activity. In the event that MFSC rejects or cancels an exchange request, neither the redemption nor the purchase side of the exchange will be processed. Each MFS fund reserves the right to delay for one business day the processing of exchange requests in the event that, in MFSC’s judgment, in consultation with MFS, as appropriate, such delay would be in the fund’s best interest, in which case both the redemption and purchase side of the exchange will receive the funds’ net asset values at the conclusion of the delay period.
Disruptive Trading Risks. To the extent that the MFS funds or their agents are unable to curtail disruptive trading practices in a fund (e.g., frequent trading) or to the extent there are large or frequent redemptions in a fund, these purchases and/or redemptions can interfere with the efficient management of the fund’s portfolio, may result in increased transaction and administrative costs, and may adversely impact the fund’s performance.
In addition, to the extent that the fund invests in foreign securities, the interests of long-term shareholders may be diluted as a result of time-zone arbitrage, a short-term trading practice that seeks to exploit changes in the value of the fund’s investments that result from events occurring after the close of the foreign markets on which the investments trade, but prior to the time the fund determines its net asset value. The fund’s use of fair valuation can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that the fund’s fair valuation policies and procedures will prevent dilution of the fund’s net asset value by short-term traders.
To the extent that the fund invests in securities that trade infrequently or are difficult to value, such as the securities of smaller companies, high yield debt instruments, and floating rate loans, the interests of long-term shareholders may be diluted as a result of price arbitrage, a short-term trading strategy that seeks to exploit perceived pricing inefficiencies in the fund’s investments. Such short-term trading strategies may interfere with efficient management of the fund’s portfolio to a greater degree than funds that invest in more frequently traded or liquid securities, in part because the fund may have difficulty selling these portfolio securities at advantageous times or prices to satisfy large and/or frequent redemption requests. Any successful price arbitrage may also cause dilution in the value of fund shares held by other shareholders.
Frequent Trading. The fund is not intended to serve as a vehicle for frequent trading. The Board of Trustees of the fund has adopted the purchase and exchange limitation policy described below, which it believes is reasonably designed to discourage frequent fund share transactions. MFSC seeks to monitor and enforce this policy, subject to oversight by the Board of Trustees. The fund may alter its policies at any time without notice to shareholders.
MFSC will generally restrict, reject or cancel purchase and exchange orders into the fund if MFSC determines that an accountholder has made two exchanges, each in an amount of $15,000 or more, out of an account in the fund during a calendar quarter (“two exchange limit”). This policy does not apply to MFS money market funds or to exchanges initiated by another MFS fund that invests in the fund, a retirement plan trustee or sponsor rather than by a plan participant, and other similar non-discretionary exchanges (e.g., in connection with fund mergers/acquisitions/liquidations). MFSC may make exceptions to this policy if, in its judgment, the transaction does not represent frequent trading activity, such as purchases made through systematic purchase plans (but not systematic exchange plans), payroll contributions, or distribution investment programs. In applying this policy, MFSC considers the information available to it at the time and reserves the right to consider trading effected through multiple accounts that are under common ownership, control, or influence to be trading out of a single account.
Exchanges made on the same day in the same account are aggregated for purposes of counting the number and dollar amount of exchanges made by the accountholder (e.g., an accountholder who on the same day exchanges $16,000 from the fund into two other MFS funds, by exchanging $8,000 into each of the two MFS funds, will be viewed as having made one exchange transaction exceeding $15,000 in value).
Omnibus accounts, in which shares are held in the name of a financial intermediary on behalf of multiple underlying shareholders, are a common form of holding shares among certain financial intermediaries such as brokers, retirement and Section 529 plans, investment advisers, and insurance companies.
Financial intermediaries are required to reject any purchase or exchange orders in the fund if they believe the orders represent frequent trading activity unless they notify MFSC or an affiliate in writing that they do not monitor for frequent trading (“Waived Financial Intermediary”). With respect to Waived Financial Intermediaries, MFSC will take action reasonably designed to discourage frequent trading that is not in the best interests of the fund by the customers of such Waived Financial Intermediary, including requesting underlying shareholder account data more frequently than from other financial intermediaries.
16
MFS Limited Maturity Fund
With respect to omnibus accounts that provide MFSC with underlying shareholder data daily, MFSC will apply the two exchange limit directly to underlying shareholders. For all other accounts which MFSC determines are omnibus accounts, MFSC will apply the two exchange limit to the omnibus account itself. Applying the two exchange limit to the omnibus account itself will not necessarily detect violations of the two exchange limit by underlying shareholders. If the financial intermediary associated with an omnibus account that has triggered the two exchange limit demonstrates to MFSC, as determined in MFSC’s sole discretion, that no single underlying shareholder triggered the two exchange limit, then MFSC will remove any restrictions, rejections or cancellations imposed on the account. If the financial intermediary demonstrates to MFSC that a single underlying shareholder triggered the two exchange limit and that the financial intermediary itself will apply applicable restrictions, rejections or cancellations to that underlying shareholder, MFSC will likewise remove any restrictions, rejections or cancellations imposed on the omnibus account. Otherwise, MFSC will continue to apply the two exchange limit to the omnibus account.
Certain financial intermediaries may use procedures to restrict frequent trading by their customers who invest in the fund while others may not employ any procedures to restrict frequent trading. Such procedures, if any, may be less restrictive than the fund’s purchase and exchange limitation policy, may permit transactions not permitted by the fund’s purchase and exchange limitation policy, including transactions in excess of the two exchange limit, and/or may prohibit transactions not subject to the fund’s purchase and exchange limitation policy. You should consult your financial intermediary about any restrictions it imposes on frequent trading.
There is no assurance that MFSC will be able to detect or prevent frequent trading. Shareholders seeking to engage in frequent trading practices may deploy a variety of strategies to avoid detection, and MFSC is generally not able to identify trading by a particular underlying shareholder within an omnibus account, which makes it difficult or impossible to determine if a particular underlying shareholder is engaged in frequent trading.
MFSC reviews trading activity to detect trading activity that may be indicative of frequent trading based on its internal parameters for detecting frequent trading, including reviewing transactions (including exchanges) that exceed a certain dollar amount, transactions involving similar dollar amounts, or transactions that occur close in time to other transactions in the same account or in multiple accounts that are under common ownership or influence. Any or all of these parameters (including those not listed) may change at any time. MFSC does not review the trading activity by other MFS funds that invest in the fund. If MFSC detects suspicious trading activity at the omnibus account level, it will contact the financial intermediary to request underlying shareholder level activity to determine whether there is underlying shareholder level frequent trading. However, the underlying shareholder data received may not reflect information about the ultimate underlying shareholders because there may be multiple layers of omnibus accounts. If frequent trading is identified, MFSC will take appropriate action, such as requesting the financial intermediary to prohibit purchases into the account by the underlying shareholder, requiring purchases by the underlying shareholder to be submitted only by mail, or prohibiting purchases from the financial intermediary.
MFSC’s ability to monitor and deter frequent trading in omnibus accounts depends on, among other factors, the frequency with which MFSC requests underlying shareholder account data from omnibus accounts. MFSC expects to request underlying shareholder data based on its assessment of the likelihood of frequent trading by underlying shareholders among other factors. MFSC expects to request underlying shareholder data from Waived Financial Intermediaries more frequently than from other financial intermediaries. There is no assurance that MFSC will request data with sufficient frequency to detect or prevent frequent trading in omnibus accounts effectively.
Other Considerations
Unauthorized Transactions. MFS will not be responsible for losses that result from unauthorized transactions unless MFSC does not follow procedures reasonably designed to verify your identity. If an account has more than one owner or authorized person, MFSC will accept telephone and online instructions from any one owner or authorized person, except MFSC will require instructions for a redemption from all trustees of trust accounts registered with multiple trustees. It is important that you contact MFSC immediately about any transactions made through MFSC you believe to be unauthorized.
Ability to Contact MFSC. Certain methods of contacting MFSC, such as by mail, telephone, or electronically, may be unavailable or delayed (for example, after natural disasters, during periods of significant/major political, social, or economic instability, or in the event of a cyber security incident).
Unclaimed Accounts and Uncashed Checks. If your account has no activity for a certain period of time and/or mail sent to you on behalf of the fund is returned by the post office, the fund may be required to transfer your account and any assets related to uncashed checks to the appropriate state under the state’s abandoned property laws. To avoid such action, it is important to keep your account address up to date and periodically communicate with the fund, MFSC, or your financial intermediary. When a traditional IRA account is transferred to a state as abandoned property, the Internal Revenue Service considers the transfer a taxable distribution subject to federal income tax withholding and reporting. The fund and MFSC will not be liable to shareholders or their representatives for good faith compliance with abandoned property laws.
Reservation of Other Rights. In addition to the rights expressly stated elsewhere in this prospectus, subject to applicable rules, laws, and regulations, MFSC reserves the right to: 1) alter, add, or discontinue any conditions of purchase, redemption, service, or privilege at any time without notice; 2) freeze any account or suspend account services when MFSC has received reasonable notice (written or otherwise) of a dispute between registered or beneficial account owners or when MFSC believes a fraudulent transaction may occur or has occurred; and 3) change, impose, discontinue, or waive any fee it charges.
Anti-Money Laundering Restrictions. Federal law requires the fund to implement policies and procedures reasonably designed to prevent, detect and report money laundering and other illegal activity. The fund, consistent with applicable federal law, may redeem your shares and close your account; suspend, restrict or cancel purchase and redemption orders; process redemption requests and withhold your proceeds; and take other action if it is unable to verify your identity within a reasonable time or conduct required due diligence on your account or as otherwise permitted by its anti-money laundering policies and procedures. Any applicable CDSC will be assessed upon redemption of your shares.
Confirmations in Quarterly Statements. Transactions made under certain periodic investment and withdrawal programs (including reinvestment plans) will be confirmed on quarterly account statements.
17
MFS Limited Maturity Fund
Other Information
Valuation
The price of each class of the fund’s shares is based on its net asset value. The net asset value of each class of shares is determined each day the NYSE is open for trading as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time). However, net asset value may be calculated earlier in emergency situations or as otherwise permitted by the SEC. Net asset value per share is computed by dividing the net assets allocated to each share class by the number of shares outstanding for that class. On days when the NYSE is closed (such as weekends and holidays), net asset value is not calculated, and the fund does not transact purchase and redemption orders. To the extent the fund’s assets are traded in other markets on days when the fund does not price its shares, the value of the fund’s assets will likely change when you will not be able to purchase or redeem shares of the fund.
To determine net asset value, the fund’s investments for which reliable market quotations are readily available are valued at market value, and funds in which the fund invests are generally valued at their net asset value per share. Certain short term debt instruments may be valued at amortized cost.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to MFS pursuant to valuation policies and procedures approved by the Board of Trustees. If MFS determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by MFS in accordance with such procedures under the oversight of the Board of Trustees.
Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. These valuations can be based on both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.
In addition, investments may be valued at fair value if MFS determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as a foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. MFS generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment.
The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Distributions
The fund intends to declare a dividend daily and to pay any dividends to shareholders at least monthly.
Any capital gains are distributed at least annually.
Distribution Options
The following distribution options are generally available for Class A, Class B, Class C, and Class I shares:
● Dividend and capital gain distributions automatically reinvested in additional shares (this option will be assigned if no other option is specified);
● Dividend distributions in cash; capital gain distributions automatically reinvested in additional shares;
● Dividend and capital gain distributions in cash; or
● Dividend and capital gain distributions automatically reinvested into the same class of shares of another MFS fund (not available for Class B shares).
Not all options are available for every class or every account.
Dividends and capital gain distributions for Class 529A, Class 529B, Class 529C, Class R1, Class R2, Class R3, Class R4, and Class R6 shares can only be reinvested in additional shares of the fund, except with respect to Class R6 shares, certain institutional shareholders, shareholders who purchase shares through brokerage programs of certain financial intermediaries, and shareholders who purchase shares through asset-based fee programs of certain financial intermediaries may elect any of the other distribution options described above.
The distribution option for accounts with dividend distributions of less than $10 generally will be changed to reinvestment in additional shares of the fund. If you have elected to receive distributions in cash, and the postal service is unable to deliver checks to your address of record, or you do not respond to mailings from MFSC with regard to uncashed distribution checks, your distribution option may be converted to having all distributions reinvested in additional shares. You should contact MFSC to change your distribution option, and your request to do so must be received by MFSC before the record date for a distribution in order to be effective for that distribution. No interest will accrue on amounts represented by uncashed distribution checks.
Tax Considerations
The following discussion is very general. You are urged to consult your tax adviser regarding the effect that an investment in the fund will have on your particular tax situation, including possible foreign, state, and local taxes. This discussion does not apply to shares of the fund held through tax-advantaged retirement plans or by shareholders that are not “U.S. persons” under the Internal Revenue Code of 1986, as amended.
The fund expects to distribute substantially all of its income and gains annually. Distributions from the fund are taxable whether you receive them in cash or reinvest them in additional shares. If you buy shares when the fund has realized but not yet distributed ordinary income or capital gains, you will pay full price for the shares and then receive a portion back as a taxable distribution.
Any gain resulting from the redemption, sale, or exchange of your shares will generally also be subject to tax.
For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long the fund owned or is deemed to have owned the investments that generated them, rather than how long you have owned your shares. Distributions of gains
18
MFS Limited Maturity Fund
from the sale of investments that the fund owned for more than one year and that are properly reported by the fund as capital gain dividends will be treated as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates. Distributions of gains from the sale of investments that the fund owned for one year or less will be taxable as ordinary income. If some or all of the fund’s income derives from “qualified dividend income” and if you are an individual who meets holding period and other requirements with respect to the fund’s shares, those distributions that are properly reported by the fund as derived from qualified dividend income are taxed to you at the reduced rates applicable to net capital gains. The fund does not expect a significant portion of fund distributions to be derived from qualified dividend income.
The fund’s investments in certain debt instruments may cause the fund to recognize income in excess of the cash generated by such instruments. Thus, the fund could be required at times to liquidate other investments in order to satisfy its distribution requirements.
A 3.8% Medicare contribution tax is generally imposed on distributions paid by the fund (other than exempt-interest dividends, if any) to, and net gains recognized on the sale, redemption, exchange, or other taxable disposition of shares of the fund by certain individuals, estates and trusts to the extent their income exceeds certain threshold amounts.
The fund’s investments in foreign securities may be subject to foreign withholding or other taxes, which will decrease the fund’s return on those securities; you generally are not expected to be eligible to claim a credit (or a deduction) for such amounts on your federal income tax return.
The Form 1099 that is provided to you early each year details your distributions from the fund and how they are treated for federal tax purposes, and cost basis information for shares purchased on or after January 1, 2012, that you redeemed, sold, or exchanged. Our default method for calculating cost basis is average cost basis. More information about other cost basis methods and a cost basis selection/change form are available on mfs.com. If your account is held by your financial intermediary, you must contact your financial intermediary to obtain information about available cost basis methods and cost basis elections for your account.
Special Considerations for 529 Share Classes. In addition to the tax considerations discussed above, please note the following tax considerations that apply specifically to the ownership of the fund’s 529 share classes through a tuition program that qualifies under Internal Revenue Code Section 529.
The fund is an investment option under one or more tuition programs designed to qualify under Section 529 so that earnings on investments are not subject to federal income tax (to either a contributor to the tuition program or a designated beneficiary) until the earnings are withdrawn. Withdrawals of earnings that are used to pay “qualified higher education expenses” or elementary or secondary public, private or religious school expenses are tax-free for federal income tax purposes, provided that, in the case of withdrawals used to pay elementary or secondary public, private or religious school expenses, such withdrawals do not exceed $10,000 per year. State and local income taxes may still apply. These tax benefits are not available to 529 shares that are not owned through a qualifying Section 529 tuition program.
Withdrawals of earnings that are not used for the designated beneficiary’s qualified higher education expenses generally are subject not only to federal income tax but also to a 10% penalty tax (unless such amounts are transferred within sixty (60) days to another tuition program for the same designated beneficiary or another designated beneficiary who is a member of the family of the designated beneficiary with respect to which the distribution was made and certain other conditions are satisfied). The 10% penalty tax will not apply to distributions made under certain circumstances, including certain distributions made after the designated beneficiary dies, becomes disabled, or receives a scholarship or other tax-free payment for educational expenses that does not exceed the amount of the distribution. Distributions attributable to contributions to the tuition program (including the portion of any rollover from another tuition program that is attributable to contributions to that program) are not subject to tax.
You are urged to consult your own tax adviser for information about the federal, state, and local tax consequences of your investment in the fund’s 529 share classes.
Information about the Summary Prospectus, Prospectus, and SAI
The summary prospectus, prospectus, and SAI for a fund provide information concerning the fund. The summary prospectus, prospectus, and SAI are updated at least annually and any information provided in a summary prospectus, prospectus, or SAI can be changed without a shareholder vote unless specifically stated otherwise. The summary prospectus, prospectus, and SAI are not contracts between the fund and its shareholders and do not give rise to any contractual rights or obligations or any shareholder rights other than any rights conferred explicitly by federal or state securities laws that may not be waived.
Provision of Financial Reports and Summary Prospectuses
The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one paper copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.
Additional Information on Fees and Expenses and Performance
Fees and Expenses
The annual fund operating expenses shown in “Fees and Expenses” are based on annualized expenses reported during the fund’s most recently completed fiscal year expressed as a percentage of a class’ average net assets during the period. Annual fund operating expenses have not been adjusted to reflect the fund’s current asset size. In general, annual fund operating expenses, expressed as a percentage of a class’ average net assets, increase as the fund’s assets decrease. Annual fund operating expenses will likely vary from year to year.
Performance Information
All performance information shown in the “Class A Bar Chart” and the “Performance Table” reflects any applicable fee reductions and waivers and expense reimbursements in effect during the periods shown; without these, the performance would have been lower.
From time to time, the fund may receive proceeds from litigation settlements, without which performance would be lower.
The fund commenced operations on February 26, 1992, with the offering of Class A shares, and subsequently offered Class B shares on September 7, 1993, Class C shares on July 1, 1994, Class I shares on January 2, 1997, Class 529A, Class 529B, and Class 529C shares on July 31, 2002, Class R2 shares on October 31, 2003, Class
19
MFS Limited Maturity Fund
R1, Class R3, and Class R4 shares on April 1, 2005, and Class R6 shares on September 4, 2012.
In the “Performance Table,” performance for Class R6 shares includes the performance of the fund’s Class I shares, adjusted to take into account differences in sales loads and class specific operating expenses (such as Rule 12b-1 fees), if any, for periods prior to their offering.
20
MFS Limited Maturity Fund
Financial Highlights
The financial highlights are intended to help you understand a fund’s financial performance for the past five years. Certain information reflects financial results for a single fund share. The total returns in the financial highlights represent the rate by which an investor would have earned (or lost) on an investment in a fund (assuming reinvestment of all distributions) held for the entire period. This information has been audited by the fund’s independent registered public accounting firm, whose report, together with the fund’s financial statements, is included in the fund’s Annual Report to shareholders. The fund’s Annual Report is available upon request by contacting MFSC (please see back cover for address and telephone number). The fund’s independent registered public accounting firm is Deloitte & Touche LLP.
Class A
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.96 |
|
$ |
5.90 |
|
$ |
5.99 |
|
$ |
6.00 |
|
$ |
6.03 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.14 |
|
$ |
0.14 |
|
$ |
0.10 |
|
$ |
0.07 |
(c) |
$ |
0.06 |
|
Net realized and unrealized gain (loss) |
|
(0.01 |
) |
0.06 |
|
(0.08 |
) |
(0.00 |
)(w) |
(0.02 |
) |
|||||
Total from investment operations |
|
$ |
0.13 |
|
$ |
0.20 |
|
$ |
0.02 |
|
$ |
0.07 |
|
$ |
0.04 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.15 |
) |
$ |
(0.14 |
) |
$ |
(0.11 |
) |
$ |
(0.08 |
) |
$ |
(0.07 |
) |
Net asset value, end of period (x) |
|
$ |
5.94 |
|
$ |
5.96 |
|
$ |
5.90 |
|
$ |
5.99 |
|
$ |
6.00 |
|
Total return (%) (r)(s)(t)(x) |
|
2.21 |
|
3.43 |
|
0.36 |
|
1.12 |
(c) |
0.68 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.80 |
|
0.82 |
|
0.83 |
|
0.82 |
(c) |
0.85 |
|
|||||
Expenses after expense reductions (f) |
|
0.64 |
|
0.71 |
|
0.72 |
|
0.72 |
(c) |
0.74 |
|
|||||
Net investment income (loss) |
|
2.41 |
|
2.30 |
|
1.68 |
|
1.11 |
(c) |
0.94 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
730,945 |
|
$ |
606,885 |
|
$ |
486,144 |
|
$ |
514,304 |
|
$ |
462,778 |
|
Class B
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.95 |
|
$ |
5.88 |
|
$ |
5.97 |
|
$ |
5.98 |
|
$ |
6.01 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.10 |
|
$ |
0.09 |
|
$ |
0.06 |
|
$ |
0.02 |
(c) |
$ |
0.01 |
|
Net realized and unrealized gain (loss) |
|
(0.01 |
) |
0.07 |
|
(0.08 |
) |
(0.00 |
)(w) |
(0.01 |
) |
|||||
Total from investment operations |
|
$ |
0.09 |
|
$ |
0.16 |
|
$ |
(0.02 |
) |
$ |
0.02 |
|
$ |
0.00 |
(w) |
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.11 |
) |
$ |
(0.09 |
) |
$ |
(0.07 |
) |
$ |
(0.03 |
) |
$ |
(0.03 |
) |
Net asset value, end of period (x) |
|
$ |
5.93 |
|
$ |
5.95 |
|
$ |
5.88 |
|
$ |
5.97 |
|
$ |
5.98 |
|
Total return (%) (r)(s)(t)(x) |
|
1.45 |
|
2.83 |
|
(0.39 |
) |
0.35 |
(c) |
(0.07 |
) |
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.55 |
|
1.57 |
|
1.58 |
|
1.58 |
(c) |
1.60 |
|
|||||
Expenses after expense reductions (f) |
|
1.39 |
|
1.46 |
|
1.48 |
|
1.47 |
(c) |
1.50 |
|
|||||
Net investment income (loss) |
|
1.67 |
|
1.56 |
|
0.93 |
|
0.37 |
(c) |
0.20 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
2,714 |
|
$ |
3,703 |
|
$ |
3,779 |
|
$ |
5,286 |
|
$ |
6,477 |
|
21
MFS Limited Maturity Fund
Class C
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.96 |
|
$ |
5.89 |
|
$ |
5.98 |
|
$ |
5.99 |
|
$ |
6.02 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.09 |
|
$ |
0.09 |
|
$ |
0.05 |
|
$ |
0.02 |
(c) |
$ |
0.01 |
|
Net realized and unrealized gain (loss) |
|
(0.01 |
) |
0.07 |
|
(0.08 |
) |
(0.00 |
)(w) |
(0.02 |
) |
|||||
Total from investment operations |
|
$ |
0.08 |
|
$ |
0.16 |
|
$ |
(0.03 |
) |
$ |
0.02 |
|
$ |
(0.01 |
) |
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.10 |
) |
$ |
(0.09 |
) |
$ |
(0.06 |
) |
$ |
(0.03 |
) |
$ |
(0.02 |
) |
Net asset value, end of period (x) |
|
$ |
5.94 |
|
$ |
5.96 |
|
$ |
5.89 |
|
$ |
5.98 |
|
$ |
5.99 |
|
Total return (%) (r)(s)(t)(x) |
|
1.35 |
|
2.73 |
|
(0.49 |
) |
0.26 |
(c) |
(0.17 |
) |
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.55 |
|
1.57 |
|
1.58 |
|
1.58 |
(c) |
1.60 |
|
|||||
Expenses after expense reductions (f) |
|
1.49 |
|
1.56 |
|
1.58 |
|
1.57 |
(c) |
1.59 |
|
|||||
Net investment income (loss) |
|
1.57 |
|
1.45 |
|
0.83 |
|
0.27 |
(c) |
0.09 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
42,281 |
|
$ |
47,447 |
|
$ |
56,372 |
|
$ |
95,767 |
|
$ |
119,063 |
|
Class I
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.93 |
|
$ |
5.87 |
|
$ |
5.96 |
|
$ |
5.97 |
|
$ |
6.00 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.15 |
|
$ |
0.14 |
|
$ |
0.11 |
|
$ |
0.08 |
(c) |
$ |
0.07 |
|
Net realized and unrealized gain (loss) |
|
(0.00 |
)(w) |
0.07 |
|
(0.08 |
) |
(0.00 |
)(w) |
(0.02 |
) |
|||||
Total from investment operations |
|
$ |
0.15 |
|
$ |
0.21 |
|
$ |
0.03 |
|
$ |
0.08 |
|
$ |
0.05 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.16 |
) |
$ |
(0.15 |
) |
$ |
(0.12 |
) |
$ |
(0.09 |
) |
$ |
(0.08 |
) |
Net asset value, end of period (x) |
|
$ |
5.92 |
|
$ |
5.93 |
|
$ |
5.87 |
|
$ |
5.96 |
|
$ |
5.97 |
|
Total return (%) (r)(s)(t)(x) |
|
2.54 |
|
3.59 |
|
0.51 |
|
1.27 |
(c) |
0.83 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.55 |
|
0.57 |
|
0.58 |
|
0.58 |
(c) |
0.60 |
|
|||||
Expenses after expense reductions (f) |
|
0.49 |
|
0.56 |
|
0.58 |
|
0.57 |
(c) |
0.59 |
|
|||||
Net investment income (loss) |
|
2.56 |
|
2.46 |
|
1.81 |
|
1.28 |
(c) |
1.10 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
258,164 |
|
$ |
187,021 |
|
$ |
141,291 |
|
$ |
257,580 |
|
$ |
222,997 |
|
22
MFS Limited Maturity Fund
Class R1
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.94 |
|
$ |
5.88 |
|
$ |
5.97 |
|
$ |
5.98 |
|
$ |
6.01 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.09 |
|
$ |
0.09 |
|
$ |
0.05 |
|
$ |
0.02 |
(c) |
$ |
0.01 |
|
Net realized and unrealized gain (loss) |
|
(0.00 |
)(w) |
0.06 |
|
(0.08 |
) |
(0.00 |
)(w) |
(0.02 |
) |
|||||
Total from investment operations |
|
$ |
0.09 |
|
$ |
0.15 |
|
$ |
(0.03 |
) |
$ |
0.02 |
|
$ |
(0.01 |
) |
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.10 |
) |
$ |
(0.09 |
) |
$ |
(0.06 |
) |
$ |
(0.03 |
) |
$ |
(0.02 |
) |
Net asset value, end of period (x) |
|
$ |
5.93 |
|
$ |
5.94 |
|
$ |
5.88 |
|
$ |
5.97 |
|
$ |
5.98 |
|
Total return (%) (r)(s)(t)(x) |
|
1.52 |
|
2.55 |
|
(0.49 |
) |
0.26 |
(c) |
(0.17 |
) |
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.55 |
|
1.57 |
|
1.58 |
|
1.58 |
(c) |
1.60 |
|
|||||
Expenses after expense reductions (f) |
|
1.48 |
|
1.56 |
|
1.58 |
|
1.57 |
(c) |
1.60 |
|
|||||
Net investment income (loss) |
|
1.57 |
|
1.47 |
|
0.83 |
|
0.26 |
(c) |
0.09 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
1,593 |
|
$ |
451 |
|
$ |
294 |
|
$ |
328 |
|
$ |
484 |
|
Class R2
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.96 |
|
$ |
5.89 |
|
$ |
5.98 |
|
$ |
6.00 |
|
$ |
6.02 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.13 |
|
$ |
0.12 |
|
$ |
0.08 |
|
$ |
0.05 |
(c) |
$ |
0.04 |
|
Net realized and unrealized gain (loss) |
|
(0.01 |
) |
0.07 |
|
(0.07 |
) |
(0.01 |
) |
(0.00 |
)(w) |
|||||
Total from investment operations |
|
$ |
0.12 |
|
$ |
0.19 |
|
$ |
0.01 |
|
$ |
0.04 |
|
$ |
0.04 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.14 |
) |
$ |
(0.12 |
) |
$ |
(0.10 |
) |
$ |
(0.06 |
) |
$ |
(0.06 |
) |
Net asset value, end of period (x) |
|
$ |
5.94 |
|
$ |
5.96 |
|
$ |
5.89 |
|
$ |
5.98 |
|
$ |
6.00 |
|
Total return (%) (r)(s)(t)(x) |
|
1.96 |
|
3.34 |
|
0.11 |
|
0.70 |
(c) |
0.60 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.05 |
|
1.07 |
|
1.08 |
|
1.08 |
(c) |
1.10 |
|
|||||
Expenses after expense reductions (f) |
|
0.90 |
|
0.96 |
|
0.98 |
|
0.97 |
(c) |
0.99 |
|
|||||
Net investment income (loss) |
|
2.17 |
|
2.04 |
|
1.42 |
|
0.87 |
(c) |
0.69 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
1,579 |
|
$ |
2,524 |
|
$ |
2,908 |
|
$ |
3,504 |
|
$ |
3,517 |
|
23
MFS Limited Maturity Fund
Class R3
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.96 |
|
$ |
5.90 |
|
$ |
5.99 |
|
$ |
6.00 |
|
$ |
6.03 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.14 |
|
$ |
0.13 |
|
$ |
0.09 |
|
$ |
0.06 |
(c) |
$ |
0.05 |
|
Net realized and unrealized gain (loss) |
|
(0.00 |
)(w) |
0.06 |
|
(0.07 |
) |
(0.00 |
)(w) |
(0.02 |
) |
|||||
Total from investment operations |
|
$ |
0.14 |
|
$ |
0.19 |
|
$ |
0.02 |
|
$ |
0.06 |
|
$ |
0.03 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.15 |
) |
$ |
(0.13 |
) |
$ |
(0.11 |
) |
$ |
(0.07 |
) |
$ |
(0.06 |
) |
Net asset value, end of period (x) |
|
$ |
5.95 |
|
$ |
5.96 |
|
$ |
5.90 |
|
$ |
5.99 |
|
$ |
6.00 |
|
Total return (%) (r)(s)(t)(x) |
|
2.28 |
|
3.32 |
|
0.26 |
|
1.02 |
(c) |
0.58 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.80 |
|
0.82 |
|
0.83 |
|
0.83 |
(c) |
0.85 |
|
|||||
Expenses after expense reductions (f) |
|
0.75 |
|
0.81 |
|
0.83 |
|
0.82 |
(c) |
0.84 |
|
|||||
Net investment income (loss) |
|
2.32 |
|
2.19 |
|
1.57 |
|
1.01 |
(c) |
0.84 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
1,512 |
|
$ |
2,249 |
|
$ |
2,140 |
|
$ |
2,769 |
|
$ |
3,288 |
|
Class R4
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.99 |
|
$ |
5.89 |
|
$ |
5.98 |
|
$ |
6.00 |
|
$ |
6.03 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.15 |
|
$ |
0.15 |
|
$ |
0.11 |
|
$ |
0.08 |
(c) |
$ |
0.07 |
|
Net realized and unrealized gain (loss) |
|
(0.02 |
) |
0.10 |
(g) |
(0.08 |
) |
(0.01 |
) |
(0.02 |
) |
|||||
Total from investment operations |
|
$ |
0.13 |
|
$ |
0.25 |
|
$ |
0.03 |
|
$ |
0.07 |
|
$ |
0.05 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.16 |
) |
$ |
(0.15 |
) |
$ |
(0.12 |
) |
$ |
(0.09 |
) |
$ |
(0.08 |
) |
Net asset value, end of period (x) |
|
$ |
5.96 |
|
$ |
5.99 |
|
$ |
5.89 |
|
$ |
5.98 |
|
$ |
6.00 |
|
Total return (%) (r)(s)(t)(x) |
|
2.20 |
|
4.28 |
|
0.51 |
|
1.10 |
(c) |
0.84 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.55 |
|
0.63 |
|
0.58 |
|
0.58 |
(c) |
0.60 |
|
|||||
Expenses after expense reductions (f) |
|
0.49 |
|
0.62 |
|
0.58 |
|
0.57 |
(c) |
0.59 |
|
|||||
Net investment income (loss) |
|
2.58 |
|
2.60 |
|
1.84 |
|
1.27 |
(c) |
1.09 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
242 |
|
$ |
304 |
|
$ |
6,537 |
|
$ |
6,516 |
|
$ |
6,946 |
|
24
MFS Limited Maturity Fund
Class R6
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.95 |
|
$ |
5.88 |
|
$ |
5.97 |
|
$ |
5.99 |
|
$ |
6.01 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.16 |
|
$ |
0.15 |
|
$ |
0.11 |
|
$ |
0.08 |
(c) |
$ |
0.07 |
|
Net realized and unrealized gain (loss) |
|
(0.02 |
) |
0.07 |
|
(0.08 |
) |
(0.01 |
) |
(0.01 |
) |
|||||
Total from investment operations |
|
$ |
0.14 |
|
$ |
0.22 |
|
$ |
0.03 |
|
$ |
0.07 |
|
$ |
0.06 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.16 |
) |
$ |
(0.15 |
) |
$ |
(0.12 |
) |
$ |
(0.09 |
) |
$ |
(0.08 |
) |
Net asset value, end of period (x) |
|
$ |
5.93 |
|
$ |
5.95 |
|
$ |
5.88 |
|
$ |
5.97 |
|
$ |
5.99 |
|
Total return (%) (r)(s)(t)(x) |
|
2.43 |
|
3.82 |
|
0.58 |
|
1.17 |
(c) |
1.08 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.48 |
|
0.50 |
|
0.51 |
|
0.51 |
(c) |
0.52 |
|
|||||
Expenses after expense reductions (f) |
|
0.42 |
|
0.49 |
|
0.50 |
|
0.50 |
(c) |
0.51 |
|
|||||
Net investment income (loss) |
|
2.64 |
|
2.51 |
|
1.91 |
|
1.34 |
(c) |
1.17 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
599,945 |
|
$ |
561,643 |
|
$ |
524,653 |
|
$ |
516,582 |
|
$ |
520,011 |
|
Class 529A
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.96 |
|
$ |
5.89 |
|
$ |
5.98 |
|
$ |
6.00 |
|
$ |
6.03 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.14 |
|
$ |
0.13 |
|
$ |
0.10 |
|
$ |
0.06 |
(c) |
$ |
0.05 |
|
Net realized and unrealized gain (loss) |
|
(0.01 |
) |
0.08 |
|
(0.08 |
) |
(0.01 |
) |
(0.01 |
) |
|||||
Total from investment operations |
|
$ |
0.13 |
|
$ |
0.21 |
|
$ |
0.02 |
|
$ |
0.05 |
|
$ |
0.04 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.15 |
) |
$ |
(0.14 |
) |
$ |
(0.11 |
) |
$ |
(0.07 |
) |
$ |
(0.07 |
) |
Net asset value, end of period (x) |
|
$ |
5.94 |
|
$ |
5.96 |
|
$ |
5.89 |
|
$ |
5.98 |
|
$ |
6.00 |
|
Total return (%) (r)(s)(t)(x) |
|
2.16 |
|
3.55 |
|
0.31 |
|
0.90 |
(c) |
0.63 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.85 |
|
0.87 |
|
0.91 |
|
0.92 |
(c) |
0.95 |
|
|||||
Expenses after expense reductions (f) |
|
0.68 |
|
0.75 |
|
0.77 |
|
0.76 |
(c) |
0.79 |
|
|||||
Net investment income (loss) |
|
2.38 |
|
2.26 |
|
1.65 |
|
1.08 |
(c) |
0.90 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
155,471 |
|
$ |
128,741 |
|
$ |
108,692 |
|
$ |
89,431 |
|
$ |
55,996 |
|
25
MFS Limited Maturity Fund
Class 529B
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.94 |
|
$ |
5.88 |
|
$ |
5.96 |
|
$ |
5.98 |
|
$ |
6.00 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.10 |
|
$ |
0.09 |
|
$ |
0.05 |
|
$ |
0.02 |
(c) |
$ |
0.01 |
|
Net realized and unrealized gain (loss) |
|
(0.01 |
) |
0.06 |
|
(0.07 |
) |
(0.01 |
) |
(0.01 |
) |
|||||
Total from investment operations |
|
$ |
0.09 |
|
$ |
0.15 |
|
$ |
(0.02 |
) |
$ |
0.01 |
|
$ |
0.00 |
(w) |
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.10 |
) |
$ |
(0.09 |
) |
$ |
(0.06 |
) |
$ |
(0.03 |
) |
$ |
(0.02 |
) |
Net asset value, end of period (x) |
|
$ |
5.93 |
|
$ |
5.94 |
|
$ |
5.88 |
|
$ |
5.96 |
|
$ |
5.98 |
|
Total return (%) (r)(s)(t)(x) |
|
1.55 |
|
2.59 |
|
(0.29 |
) |
0.13 |
(c) |
0.03 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.60 |
|
1.62 |
|
1.66 |
|
1.68 |
(c) |
1.70 |
|
|||||
Expenses after expense reductions (f) |
|
1.43 |
|
1.50 |
|
1.52 |
|
1.52 |
(c) |
1.55 |
|
|||||
Net investment income (loss) |
|
1.63 |
|
1.50 |
|
0.90 |
|
0.33 |
(c) |
0.14 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
3,507 |
|
$ |
3,903 |
|
$ |
4,379 |
|
$ |
3,807 |
|
$ |
2,354 |
|
Class 529C
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
5.96 |
|
$ |
5.89 |
|
$ |
5.98 |
|
$ |
6.00 |
|
$ |
6.02 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.09 |
|
$ |
0.08 |
|
$ |
0.05 |
|
$ |
0.01 |
(c) |
$ |
0.00 |
(w) |
Net realized and unrealized gain (loss) |
|
(0.01 |
) |
0.08 |
|
(0.08 |
) |
(0.01 |
) |
(0.00 |
)(w) |
|||||
Total from investment operations |
|
$ |
0.08 |
|
$ |
0.16 |
|
$ |
(0.03 |
) |
$ |
(0.00 |
)(w) |
$ |
(0.00 |
)(w) |
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.10 |
) |
$ |
(0.09 |
) |
$ |
(0.06 |
) |
$ |
(0.02 |
) |
$ |
(0.02 |
) |
Net asset value, end of period (x) |
|
$ |
5.94 |
|
$ |
5.96 |
|
$ |
5.89 |
|
$ |
5.98 |
|
$ |
6.00 |
|
Total return (%) (r)(s)(t)(x) |
|
1.31 |
|
2.68 |
|
(0.53 |
) |
0.05 |
(c) |
(0.05 |
) |
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.60 |
|
1.62 |
|
1.66 |
|
1.67 |
(c) |
1.70 |
|
|||||
Expenses after expense reductions (f) |
|
1.53 |
|
1.60 |
|
1.62 |
|
1.61 |
(c) |
1.63 |
|
|||||
Net investment income (loss) |
|
1.53 |
|
1.40 |
|
0.79 |
|
0.23 |
(c) |
0.05 |
|
|||||
Portfolio turnover |
|
41 |
|
55 |
|
57 |
|
54 |
|
30 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
42,858 |
|
$ |
42,799 |
|
$ |
41,655 |
|
$ |
45,315 |
|
$ |
29,824 |
|
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(g) The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(w) Per share amount was less than $0.01 and total return or ratio was less than 0.01%, as applicable.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
26
MFS Limited Maturity Fund
Appendix A - Waivers and Reductions of Sales Charges
This Appendix sets forth the various circumstances in which the initial sales charge (“ISC”) and/or the CDSC is waived or reduced for the MFS funds’ share classes. The waivers and reductions that are applicable to your transaction depend on your financial intermediary and the type of account and transaction. You should contact your financial intermediary if you have questions on the waivers and reductions that apply to your account and/or transaction type, including whether your account is maintained at an omnibus level with the fund by your financial intermediary. The following Categories of waivers and reductions apply:
● Merrill Lynch – If Merrill Lynch is the record owner of your shares and/or broker of record on your account and the account is maintained at an omnibus level by Merrill Lynch with the fund, Category II waivers apply.
● Ameriprise Financial – If Ameriprise Financial is the record owner and/or broker of record on your account invested in Class A shares and the account is maintained at an omnibus level by Ameriprise Financial with the fund, Category III waivers apply.
● Morgan Stanley – If Morgan Stanley is the record owner and/or broker of record on your account invested in Class A shares of the fund and the account is a Morgan Stanley Wealth Management transactional brokerage account maintained at an omnibus level by Morgan Stanley with the fund, the Class A ISC waivers set forth in Category IV apply.
● Raymond James – If you are invested in shares of the fund through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, and the account is maintained at an omnibus level by Raymond James with the fund, Category V waivers apply.
● Janney Montgomery Scott LLC (“Janney”) – If you are invested in shares of the fund through an account maintained at an omnibus level by or on behalf of Janney with the fund, Category VI waivers apply.
● Edward Jones – Effective on or after May 1, 2020, if you are invested in shares of the fund through an Edward Jones platform or account maintained at an omnibus level by Edward Jones with the fund, Category VII waivers apply.
● D.A. Davidson & Co. (“D.A. Davidson”) – If you are invested in shares of the fund through a D.A. Davidson platform or account maintained at an omnibus level by or on behalf of D.A. Davidson with the fund, Category VIII waivers apply.
● Baird – If you are invested in shares through a Baird platform or account maintained at an omnibus level by or on behalf of Baird with the fund, Category IX waivers apply.
● All Others – Category I waivers apply to other accounts and transactions that do not otherwise fall under Category II – IX.
Not all MFS funds offer each share class. In order to qualify for a sales charge waiver or reduction, you must advise MFSC or your financial intermediary that you are eligible for the waiver at the time of purchase and/or redemption. The fund, MFS, and their affiliates reserve the right to eliminate, modify, and add waivers and reductions of sales charges at any time at their discretion.
Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange. Shares will retain the CDSC schedule in effect prior to an exchange based upon a pro rata share of the CDSC from the exchanged fund and the original purchase date of the shares subject to the CDSC. If you exchange your shares out of MFS U.S. Government Money Market Fund into Class A shares of any other MFS fund, or if you exchange your shares out of MFS U.S. Government Cash Reserve Fund into Class A shares or Class 529A shares of any other MFS fund, you will pay the initial sales charge, if applicable, if you have not already paid this charge on these shares. You will not pay the initial sales charge if:
● the shares exchanged from either MFS fund were acquired by an exchange from any other MFS fund;
● the shares exchanged from either MFS fund were acquired by automatic investment of distributions from any other MFS fund; or
● the shares being exchanged would have, at the time of purchase, been eligible for purchase at net asset value had you invested directly in the MFS fund into which the exchange is being made.
In addition, transfers, rollovers, or other transactions from an account to a second account that purchases shares of the same class of the same fund or another MFS fund will not be charged the CDSC or ISC, as applicable, provided that the redemption order from the first account and the purchase order for the second account are combined into a single order for the transfer, rollover, or other transaction, and MFSC has available to it the necessary information about the CDSC applicable to the first account. Shares will retain the CDSC schedule in effect based upon a pro rata share of the CDSC from the fund in the first account and the original purchase date of the shares subject to the CDSC. You should contact your financial intermediary or MFSC if you have questions on the sales charge waivers and reductions that apply in a transfer between accounts, including whether MFSC has the required information.
The CDSC may be waived from time to time pursuant to Conduct Rule 2341 of the Financial Industry Regulatory Authority (“FINRA”).
With respect to MFS Municipal Income Fund, all references to Class A shares shall also apply to Class A1 shares and all references to Class B shares shall also apply to Class B1 shares.
A-1
MFS Limited Maturity Fund
WAIVERS AND REDUCTIONS
Financial Intermediary Category I
Eligible Accounts: Accounts that are not Eligible for Financial Intermediary Categories II – IX
As used below, the term “ESP” refers to employer sponsored plans; the term “SRO” refers to salary reduction only plans; the term “Employer Retirement Plans” includes 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans any of whose accounts are maintained by the fund at an omnibus level; the term “IRA” refers to traditional, Roth, rollover, SEP and SIMPLE IRAs; the term “ERISA” refers to the Employment Retirement Income Security Act of 1974, as amended.
GENERAL WAIVERS
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
A. Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by automatic reinvestment of distributions of dividends and capital gains of any MFS fund into the same class of shares of another MFS fund. |
|
√ |
|
√ |
|
√ |
|
√ |
B. Affiliates of Funds/Certain Financial Advisers |
|
|
|
|
|
|
|
|
Shares acquired by officers, eligible directors, employees (including former employees) and agents of MFS, Sun Life Financial, or any of their subsidiary companies. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by trustees and former trustees of any investment company for which MFD serves as distributor. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by employees, directors, partners, officers and trustees of any subadvisor to any MFS fund. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by certain family members of any such individual identified above and their spouses (or legal equivalent under applicable state law), and certain trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, provided the shares are not resold except to the fund which issued the shares. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by employees or registered representatives (including former employees) of financial intermediaries that have a selling agreement with MFD or an employee’s spouse (or legal equivalent under applicable state law) or employee’s children under the age of 21. For employees or registered representatives of such financial intermediaries who established an account with MFS prior to May 1, 2006, shares acquired by certain family members of employees or registered representatives of financial intermediaries and their spouses (or legal equivalent under applicable state law), and certain trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, provided the shares are not resold except to the fund which issued the shares. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by institutional clients of MFS or MFS Institutional Advisors, Inc. |
|
√ |
|
√ |
|
√ |
|
√ |
C. Involuntary Redemptions |
|
|
|
|
|
|
|
|
Shares redeemed at a fund’s direction due to the small size of a shareholder’s account. |
|
|
|
√ |
|
√ |
|
√ |
D. Investment of Proceeds From Certain Redemptions of Class I Shares |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A or Class 529A shares and the contingent deferred sales charge imposed on certain redemptions of Class A shares, are waived with respect to Class A or Class 529A shares acquired of any MFS fund through the immediate reinvestment of the proceeds of a redemption of Class I shares of any MFS fund. |
|
√ |
|
√ |
|
|
|
|
E. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A and Class 529A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
A-2
MFS Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
F. Death of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death of the account owner (e.g., shares redeemed by the estate or any transferee of the shares from the estate) if the shares were held solely in the deceased individual’s name, or for the benefit of the deceased individual. |
|
|
|
√ |
|
√ |
|
√ |
G. Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the disability of the account owner if shares are held either solely or jointly in the disabled individual’s name or for the benefit of the disabled individual (in which case a disability certification form is required to be submitted to MFSC), or shares redeemed on account of the disability of the 529 account beneficiary. |
|
|
|
√ |
|
√ |
|
√ |
H. Asset-based Fee Programs |
|
|
|
|
|
|
|
|
Shares acquired by investors who purchase shares through asset-based fee programs available through financial intermediaries. |
|
√ |
|
√ |
|
|
|
|
I. Insurance Company Separate Accounts |
|
|
|
|
|
|
|
|
Shares acquired by insurance company separate accounts. |
|
√ |
|
√ |
|
|
|
|
J. No Commissions Paid |
|
|
|
|
|
|
|
|
Shares redeemed where MFD has not paid an up-front commission with respect to the sale of the shares, provided that such arrangement meets certain conditions established by MFD from time to time. |
|
|
|
√ |
|
√ |
|
√ |
K. Conversions |
|
|
|
|
|
|
|
|
In connection with a conversion from Class A shares to Class I shares of the same fund. |
|
|
|
√ |
|
|
|
|
In connection with a conversion from Class A shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
|
√ |
|
|
|
|
In connection with a conversion from Class B shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
|
|
|
√ |
|
|
In connection with a conversion from Class C shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
|
|
|
|
|
√ |
In connection with a conversion from Class I shares to Class A shares of the same fund. |
|
√ |
|
√ |
|
|
|
|
In connection with an automatic conversion from Class B or Class 529B shares to Class A or Class 529A shares, respectively, of the same fund. |
|
√ |
|
√ |
|
|
|
|
In connection with an automatic conversion from Class C or Class 529C shares to Class A or Class 529A shares, respectively, of the same fund. |
|
√ |
|
√ |
|
|
|
|
In connection with a conversion from Class C or Class 529C shares to Class A or Class 529A shares, respectively, of the same fund if the shareholder’s financial intermediary provides written notification to MFD prior to such conversion that the intermediary has determined that Class A or Class 529A was the appropriate share class at the time of purchase for such shareholder and receives approval of such conversion by MFD. |
|
√ |
|
√ |
|
|
|
√ |
L. Exchanges |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived on shares purchased pursuant to an Automatic Exchange Plan. |
|
√ |
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A or Class 529A shares is waived when shares are purchased by exchange from another MFS fund. |
|
√ |
|
|
|
|
|
|
M. Reinstatement Privilege |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased pursuant to the Reinstatement Privilege as described below. |
|
√ |
|
|
|
|
|
|
N. Large Purchases |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A/Class 529A shares is waived in the following transactions: ● Purchases of $1 million or more for funds with an initial sales charge of 5.75% (MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Growth Allocation Fund, MFS Moderate Allocation Fund, and MFS Total Return Fund are excluded); |
|
√ |
|
|
|
|
|
|
A-3
MFS Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
● Purchases of $500,000 or more for funds with an initial sales charge of 4.25% or 2.50%; or ● Purchases of $250,000 or more for the MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Growth Allocation Fund, MFS Moderate Allocation Fund, and MFS Total Return Fund. Letter of Intent or Right of Accumulation provisions may apply for purposes of determining purchase amount as described below. |
|
|
|
|
|
|
|
|
O. Miscellaneous |
|
|
|
|
|
|
|
|
In connection with settlements reached between certain broker/dealers and the Financial Industry Regulatory Authority, SEC, and/or other regulatory bodies regarding sales of Class B, Class 529B, Class C, and Class 529C shares in excess of certain dollar thresholds, the fund will, at times, permit shareholders who are clients of these firms to redeem Class B, Class 529B, Class C, and Class 529C shares of the fund and concurrently purchase Class A or Class 529A shares without paying an initial sales charge. |
|
√ |
|
√ |
|
|
|
|
The initial sales charge imposed on purchases of Class A shares, and the CDSC imposed on certain redemptions of Class 529B and Class 529C shares, are waived where Class A, Class B and Class C shares are acquired following reinvestment of proceeds of a redemption of Class 529A, Class 529B and Class 529C shares, respectively, of the same fund; provided however, that any applicable CDSC liability on the Class 529B or Class 529C shares redeemed will carry over to the Class B or Class C shares acquired for purposes of calculating the CDSC, the length of time you have owned your Class B or Class C shares will be measured from the date of the original purchase of the Class 529B or Class 529C shares redeemed. |
|
√ |
|
|
|
√ |
|
√ |
P. Self-Directed Brokerage Account Platforms (Class A shares only) |
|
|
|
|
|
|
|
|
Shares acquired through a self-directed brokerage account platform (that may or may not charge a transaction fee to investors) offered by a financial intermediary who has entered into an agreement with MFD to offer fund shares through such platform. As of the date of this prospectus, the following financial intermediaries had entered into an agreement with MFD to offer fund shares through such a platform: Charles Schwab & Co. Inc.; National Financial Services LLC; Fidelity Brokerage Services LLC; J.P. Morgan Securities LLC; Morgan Stanley Smith Barney LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Nationwide Financial Services, Inc. |
|
√ |
|
√ |
|
|
|
|
Q. LPL Mutual Funds Only Platform (Class A shares only) |
|
|
|
|
|
|
|
|
Shares acquired through the Mutual Fund Only Platform or other similar platform offered by LPL Financial LLC who has entered into an agreement with MFD to offer fund shares through such platform. |
|
√ |
|
√ |
|
|
|
|
R. Stifel, Nicolaus & Company, Inc. (“Stifel”) Accounts Maintained at an Omnibus Level (Class A shares only) |
|
|
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the fund in the 7th year following the anniversary of the purchase date or earlier at the discretion of Stifel, but in no event earlier than the expiration of the applicable Class C CDSC. |
|
√ |
|
|
|
|
|
|
WAIVERS FOR RETIREMENT PLANS
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class A
|
|
Class
|
|
Class
|
|
Class C
|
A. General Waivers |
|
|
|
|
|
|
|
|
Employer Retirement Plans. |
|
√ |
|
√ |
|
|
|
|
B. Benefit Responsive Waivers |
|
|
|
|
|
|
|
|
Distributions made from an IRA, SAR-SEP or a 403(b) SRO Plan pursuant to Section 72(t) of the Internal Revenue Code of 1986, as amended. |
|
|
|
√ |
|
√ |
|
√ |
Death, disability or retirement of 401(a) or ESP Plan participant, or death or disability of IRA owner, SAR-SEP Plan participant or 403(b) SRO Plan participant. |
|
|
|
√ |
|
√ |
|
√ |
Eligible participant distributions, such as distributions due to death, disability, financial hardship, retirement and termination of employment from nonqualified deferred compensation plans (excluding, however, a termination of a plan). |
|
|
|
√ |
|
√ |
|
√ |
A-4
MFS Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class A
|
|
Class
|
|
Class
|
|
Class C
|
Loan from 401(a) or ESP Plan. |
|
|
|
√ |
|
√ |
|
√ |
Financial hardship (as defined in Treasury Regulation Section 1.401(k)-l(d)(2), as amended from time to time) for 401(a) Plans and ESP Plans. |
|
|
|
√ |
|
√ |
|
√ |
Termination of employment of 401(a) or ESP Plan participant (excluding, however, a termination of the Plan). |
|
|
|
√ |
|
√ |
|
√ |
Tax-free return of excess 401(a) Plan, ESP Plan, IRA or SAR-SEP contributions. |
|
|
|
√ |
|
√ |
|
√ |
Certain involuntary redemptions and redemptions in connection with certain automatic withdrawals from a 401(a) Plan. |
|
|
|
√ |
|
√ |
|
√ |
Required minimum distributions pursuant to Internal Revenue Code rules made on or after the 401(a) Plan participant, ESP Plan participant, IRA owner, SAR-SEP Plan participant or 403(b) SRO Plan participant, as applicable, has attained the age at which such distributions are required under Internal Revenue Code rules. |
|
|
|
√ |
|
√ |
|
√ |
WAIVERS FOR 529 TUITION PROGRAMS
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class 529A
|
|
Class 529B
|
|
Class 529C
|
A. Certain Sponsored Plans |
|
|
|
|
|
|
Shares acquired on behalf of a group, association or employer sponsored plan, if the fund were offered as an investment option by such group, association, or employer sponsored plan on July 1, 2009. |
|
√ |
|
√ |
|
√ |
B. Investment Proceeds from certain Redemptions of Class A, Class B and Class C Shares |
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class 529A shares, and the CDSC imposed on certain redemptions of Class A, Class B and Class C shares, are waived where Class 529A, Class 529B and Class 529C shares are acquired following the reinvestment of the proceeds of a redemption of Class A, Class B and Class C shares, respectively, of the same fund; provided however, that any applicable CDSC liability on the Class B or Class C shares redeemed will carry over to the Class 529B or Class 529C shares acquired and for purposes of calculating the CDSC, the length of time you have owned your Class 529B or Class 529C shares will be measured from the date of original purchase of the Class B or Class C shares redeemed. |
|
√ |
|
√ |
|
√ |
C. Qualified Higher Education Expenses |
|
|
|
|
|
|
Shares redeemed where the redemption proceeds are used to pay for qualified higher education expenses, which include tuition, fees, books, supplies, equipment and room and board (see the program description for further information on qualified higher education expenses); however the CDSC will not be waived for redemptions where the proceeds are transferred or rolled over to another tuition program. |
|
|
|
√ |
|
√ |
D. Scholarship |
|
|
|
|
|
|
Shares redeemed where the account beneficiary has received a scholarship, up to the amount of the scholarship. |
|
|
|
√ |
|
√ |
E. Death of 529 Plan Beneficiary |
|
|
|
|
|
|
Shares redeemed on account of the death of the 529 plan account beneficiary if the shares were held solely for the benefit of the deceased individual. |
|
|
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period (36 months for a $1 million commitment). Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
For each purchase you make under the LOI you will pay the initial sales charge rate applicable to the total amount you intended to purchase.
A-5
MFS Limited Maturity Fund
Out of the shareholder’s initial purchase (or subsequent purchases if necessary), 5% of the dollar amount specified in the Letter of Intent application shall be held in escrow by MFSC in the form of shares registered in the shareholder’s name. All distributions on escrowed shares will be paid to the shareholder or to the shareholder’s order. At the end of the 13-month period or 36-month period, as applicable, the shareholder will be notified, the escrowed shares will be released, and the Letter of Intent will be terminated.
If the intended minimum investment amount is not completed, MFSC will redeem an appropriate number of the escrowed shares in order to pay the higher sales charge level for the amount actually purchased. Shares remaining after any such redemption will be released by MFSC. By completing and signing the Account Application or separate Service Application, the shareholder irrevocably appoints MFSC his or her attorney to surrender for redemption any or all escrowed shares with full power of substitution in the premises.
To establish an LOI, complete the Letter of Intent section of your account application or service application. In order to benefit from the LOI, it is your responsibility to inform your financial intermediary or MFSC that the LOI is in effect each time shares of a fund are purchased.
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA. For purposes of obtaining reduced sales charges under the LOI and ROA, you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● MFS 529 Savings Plan accounts;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
It is your responsibility to inform the broker/dealer for each current purchase of any accounts held with the MFS funds that you believe are eligible to be linked under an LOI or an ROA. If you have not designated a broker/dealer, you should inform MFSC directly of any accounts held with the MFS funds that you believe are eligible to be linked under an LOI or an ROA. You should provide your financial intermediary (or MFSC if you have not designated a broker/dealer) with certain supporting information at the time of each purchase regarding accounts held with the MFS funds that are eligible to be combined for purposes of an LOI or ROA. Such information may include shareholder identification numbers or applicable account numbers or account statements. Your financial intermediary is responsible for taking into account this information about accounts eligible to be combined when transmitting your purchase order to the fund.
Group Purchases. A bona fide group and all its members may be treated at MFD’s discretion as a single purchaser and, under the ROA (but not the LOI), obtain quantity sales charge discounts on the purchase of Class A, Class A1, or Class 529A shares if the group (1) gives its endorsement or authorization to the investment program so that it may be used by the financial intermediary to facilitate solicitation of the membership, thus effecting economies of the sales efforts; (2) has a legitimate purpose other than to purchase mutual fund shares at a discount; (3) is not a group of individuals whose sole organizational nexus is as credit cardholders of a company, policyholders of an insurance company, customers of a bank or financial intermediary, clients of an investment adviser, or other similar groups; and (4) agrees to provide certification of membership of those members investing money in the funds upon the request of MFD. Employer-sponsored retirement plans, such as a 401(a) plan, 457 deferred compensation plan, an Employer Sponsored Group IRA, and an IRA SEP/SARSEP, SIMPLE and 403(b) plans, may qualify as a bona fide group if they meet the above criteria.
Reinstatement Privilege. With respect to Class A, Class B and Class C shares, after you have redeemed fund shares, you have a one-time right per fund per registration to reinvest the proceeds in the fund within 90 days of the redemption without paying a sales charge. Proceeds can only be reinvested in Class A shares of the same fund under the same account registration.
Any CDSC paid upon the redemption of Class A shares will be credited to your account, and your new Class A shares will be subject to a CDSC according to the CDSC schedule applicable to your original shares.
Any CDSC paid upon the redemption of Class B or Class C shares will not be credited to your account.
In order to benefit from the reinstatement privilege, it is your responsibility to inform your financial intermediary or MFSC that the reinstatement privilege is in effect each time shares of the fund are purchased under this privilege.
A-6
MFS Limited Maturity Fund
Financial Intermediary Category II
Eligible Accounts: Accounts with Merrill Lynch Listed as Record Owner and/or Broker of Record and Which Are Maintained at an Omnibus Level by Merrill Lynch with the Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
A. Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
|
√ |
B. Affiliates of Funds/Merrill Lynch |
|
|
|
|
|
|
|
|
Shares acquired by employees of MFS and its affiliates described in the prospectus. |
|
√ |
|
√ |
|
|
|
|
Shares acquired by trustees of the fund. |
|
√ |
|
√ |
|
|
|
|
Shares acquired by employees and registered representatives of Merrill Lynch or its affiliates and family members. |
|
√ |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased pursuant to the Reinstatement Privilege as described below and the CDSC for Class A, Class B and Class C shares is waived upon the redemption of Class A, Class B, and Class C shares purchased pursuant to the Reinstatement Privilege as described below. |
|
√ |
|
√ |
|
√ |
|
√ |
D. Large Purchases |
|
|
|
|
|
|
|
|
Volume breakpoints as described in the fund’s prospectus (including pursuant to a Letter of Intent or Right of Accumulation as described below). |
|
√ |
|
|
|
|
|
|
E. Retirement Plans |
|
|
|
|
|
|
|
|
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan. |
|
√ |
|
√ |
|
|
|
|
F. 529 Plans |
|
|
|
|
|
|
|
|
Shares purchased by a 529 Plan (does not include 529-specific share classes or equivalents covered under “Waivers for Merrill 529 Omnibus Account” below). |
|
√ |
|
√ |
|
|
|
|
G. Merrill Lynch Programs |
|
|
|
|
|
|
|
|
Shares purchased through a Merrill Lynch affiliated investment advisory program. |
|
√ |
|
√ |
|
|
|
|
Exchanges or conversions of shares purchased through a Merrill Lynch affiliated investment advisory program due to the holdings moving from the program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares purchased by third party investment advisers on behalf of their advisory clients through Merrill Lynch’s platform. |
|
√ |
|
√ |
|
|
|
|
Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable). |
|
√ |
|
√ |
|
|
|
|
A-7
MFS Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
H. Exchanges |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased by exchange from another MFS fund. |
|
√ |
|
|
|
|
|
|
I. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A and Class 529A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
J. Death or Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
|
√ |
K. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching a qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
|
√ |
L. Transactions between Share Classes |
|
|
|
|
|
|
|
|
In connection with the sale of Class A or Class C shares held in certain retirement brokerage accounts (Traditional IRAs, Roth IRAs, Rollover IRAs, Inherited IRAs, SEP IRAs, SIMPLE IRAs, BASIC Plans, Educational Savings Accounts and Medical Savings Accounts) and the purchase of a lower cost share class due to transfer to certain fee based accounts or platforms. |
|
|
|
√ |
|
|
|
√ |
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the same fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies of Merrill Lynch as it relates to sales load discounts and waivers. |
|
√ |
|
|
|
|
|
|
M. Payment of Merrill Lynch Fees |
|
|
|
|
|
|
|
|
Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch. |
|
|
|
√ |
|
√ |
|
√ |
WAIVERS FOR MERRILL 529 OMNIBUS ACCOUNT
If you establish or hold your MFS 529 Savings Plan account on the Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) omnibus platform, the features and policies related to share class sales charges (including initial sales charges (“ISC”) and contingent deferred sales charges (“CDSC”)), share class sales charge waiver eligibility, and Class 529C share conversion period likely will be different than referenced in this prospectus and in the MFS 529 Savings Plan program description and will be governed by the Merrill Unit Class Disclosure and Terms and Conditions (“T&Cs”) provided to you by Merrill prior to establishing your account. Importantly, if you establish or hold your MFS 529 Savings Plan account on the Merrill omnibus platform, then the unit class your account will purchase will generally be based on your eligible assets or meeting other eligibility criteria as set forth in the T&Cs. Each account will purchase a specific share class when an initial or subsequent contribution is credited to the account. The share class will be automatically determined by Merrill at the time of the contribution based on the participant’s eligible assets and/or meeting other eligibility criteria. You will not be able to select the share class. Among other things, Class 529C shares generally will be automatically converted to Class 529A shares (not subject to an initial sales charge) after four years from their respective dates of purchase.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class
|
|
Class 529B
|
|
Class 529C
|
A. Merrill Programs |
|
|
|
|
|
|
Class 529A shares acquired though a Corporate 529 Plan (as defined in Merrill’s policies and procedures). |
|
√ |
|
|
|
|
Class 529A shares acquired through a client rollover of assets from another 529 plan. |
|
√ |
|
|
|
|
B. Large Purchases |
|
|
|
|
|
|
A-8
MFS Limited Maturity Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class
|
|
Class 529B
|
|
Class 529C
|
The initial sales charge imposed on purchases of Class 529A shares is waived on Class 529A purchases of $250,000 or more (including pursuant to a Right of Accumulation) as described below. |
|
√ |
|
|
|
|
C. Share Class Conversions |
|
|
|
|
|
|
A shareholder in the fund’s Class 529C shares will have such Class 529C shares converted by Merrill at net asset value to Class 529A shares of the same fund four years after the anniversary of the purchase date. |
|
√ |
|
|
|
|
D. Distribution Reinvestment |
|
|
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
E. Affiliates of Funds/Merrill Lynch |
|
|
|
|
|
|
Shares acquired by employees of MFS and its affiliates described in the prospectus. |
|
√ |
|
|
|
|
Shares acquired by employees and registered representatives of Merrill Lynch or its affiliates and family members. |
|
√ |
|
|
|
|
F. Exchanges |
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class 529A shares is waived when shares are purchased by exchange from another MFS fund held within the MFS 529 Savings Plan. |
|
√ |
|
|
|
|
G. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period. Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
For each purchase you make under the LOI you will pay the initial sales charge rate applicable to the total amount you intended to purchase. If, however, you do not purchase the intended amount within the relevant time period, your account will be adjusted by redemption of the amount of shares needed to pay the higher initial sales charge level for the amount actually purchased.
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge, as described in the fund’s prospectus and this waiver schedule, on purchases of Class A or Class 529A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA (if applicable). For purposes of obtaining reduced sales charges under the LOI and ROA (if applicable), you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA (if applicable) are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● Accounts in 529 Plans held at an omnibus basis;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
A-9
MFS Limited Maturity Fund
It is your responsibility to inform Merrill Lynch for each current purchase of any accounts not held by Merrill Lynch that hold shares of the MFS funds that you believe are eligible to be linked under an LOI or an ROA.
Reinstatement Privilege. With respect to Class A, Class B and Class C shares, after you have redeemed fund shares, you have a one-time right per fund per registration to reinvest the proceeds in the fund within 90 days of the redemption without paying a sales charge. Proceeds can only be reinvested in the same class of the same fund under the same account registration. Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for reinstatement.
Any CDSC paid upon the redemption of Class A, Class B, or Class C shares will not be credited to your account, however, your new Class A, Class B or Class C shares will not be subject to a CDSC.
A-10
MFS Limited Maturity Fund
Financial Intermediary Category III
Eligible Accounts: Accounts Investing in Class A Shares with Ameriprise Financial Listed as Record Owner and/or Broker of Record and Which Are Maintained at an Omnibus Level by Ameriprise Financial
|
|
Sales Charge Waived |
||
Waiver Category |
|
Class A ISC |
|
Class A
|
A. Distribution Reinvestment |
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
B. Employees/Registered Representatives of Ameriprise Financial |
|
|
|
|
Shares purchased by employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members. |
|
√ |
|
√ |
Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial adviser and/or the adviser’s spouse, adviser’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), adviser’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
|
√ |
|
√ |
C. Reinstatement Privilege |
|
|
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
|
√ |
D. Retirement Plans |
|
|
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, or SAR-SEPs. |
|
√ |
|
√ |
E. Ameriprise Financial Programs |
|
|
|
|
Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
|
√ |
|
√ |
Shares purchased by third party investment advisers on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available). |
|
√ |
|
√ |
F. Transactions between Share Classes |
|
|
|
|
Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load-waived shares, that waiver will also apply to such exchanges. |
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period (36 months for a $1 million commitment). Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
A-11
MFS Limited Maturity Fund
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge on purchases of Class A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA. For purposes of obtaining reduced sales charges under the LOI and ROA, you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
It is your responsibility to inform Ameriprise Financial for each current purchase of any accounts not held by Ameriprise Financial that hold shares of the MFS funds that you believe are eligible to be linked under an LOI or an ROA.
A-12
MFS Limited Maturity Fund
Financial Intermediary Category IV
Eligible Accounts: Accounts Investing in Class A Shares through a Morgan Stanley Wealth Management Transactional Brokerage Account Maintained at an Omnibus Level
Shareholders purchasing fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this fund’s prospectus or SAI. Shareholders remain eligible for other reductions in Class A front-end sales charges available pursuant to exchange features or volume breakpoints (including Rights of Accumulation (“ROA”) and Letter of Intent (“LOI”) programs) as described elsewhere in this fund’s prospectus or SAI.
|
|
Class A Front-end
|
Waiver Category |
|
Class A ISC |
A. Dividend and Distribution Reinvestment |
|
|
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
|
√ |
B. Employees of Morgan Stanley |
|
|
Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules. |
|
√ |
C. Reinstatement Privilege |
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
D. Retirement Plans |
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
|
√ |
E. Morgan Stanley Self-Directed Programs |
|
|
Shares purchased through a Morgan Stanley self-directed brokerage account. |
|
√ |
F. Morgan Stanley Wealth Management Share Class Conversion Program |
|
|
Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program. |
|
√ |
A-13
MFS Limited Maturity Fund
Financial Intermediary Category V
Eligible Accounts: Accounts Investing in Shares through a Raymond James Platform or Account Maintained at an Omnibus Level by Raymond James with the Fund
Shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI. In all instances, it is the purchaser’s responsibility to notify the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. As described elsewhere in this fund’s prospectus or SAI, there is no initial sales charge imposed on purchases of Class A shares pursuant to an Automatic Exchange Plan or purchased by exchange from another MFS fund.
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
A. Investment Advisory Programs |
|
|
|
|
|
|
|
|
Shares purchased in a Raymond James investment advisory program. |
|
√ |
|
|
|
|
|
|
B. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
|
|
C. Employees/Registered Representatives of Raymond James |
|
|
|
|
|
|
|
|
Shares acquired by employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
|
√ |
|
|
|
|
|
|
D. Large Purchases |
|
|
|
|
|
|
|
|
Breakpoints as described in this prospectus. |
|
√ |
|
|
|
|
|
|
E. Reinstatement Privilege |
|
|
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge (also known as “Rights of Reinstatement”). |
|
√ |
|
√ |
|
√ |
|
√ |
F. Raymond James Share Class Conversion Program |
|
|
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
|
√ |
|
|
|
|
|
|
G. Death or Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
|
√ |
H. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
I. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
|
√ |
A-14
MFS Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
J. Payment of Raymond James Fees |
|
|
|
|
|
|
|
|
Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
|
|
|
√ |
|
√ |
|
√ |
K. Rights of Accumulation |
|
|
|
|
|
|
|
|
Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
|
|
L. Letters of Intent |
|
|
|
|
|
|
|
|
Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
|
|
A-15
MFS Limited Maturity Fund
Financial Intermediary Category VI
Eligible Accounts: Accounts Maintained at an Omnibus Level by or on behalf of Janney Montgomery Scott LLC with the Fund
Shareholders purchasing fund shares through an account maintained at an omnibus level with the fund by Janney Montgomery Scott LLC (“Janney”), or by a clearing broker or custodian on behalf of Janney, will be eligible only for the following load waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in the fund’s prospectus or SAI. Customers of Janney whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased of the same fund within the MFS fund family through reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of Janney |
|
|
|
|
|
|
Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions within the MFS fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS fund. |
|
|
|
√ |
|
√ |
E. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed upon the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
F. Systematic Withdrawals |
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of the shareholder’s first withdrawal under the plan(s). |
|
|
|
√ |
|
√ |
G. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations |
|
|
|
√ |
|
√ |
H. Retirement Plans |
|
|
|
|
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
|
√ |
|
|
|
|
I. Payment of Janney Fees |
|
|
|
|
|
|
Shares sold to pay Janney fees but only if the transaction is initiated by Janney. |
|
|
|
√ |
|
√ |
A-16
MFS Limited Maturity Fund
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Right Of Accumulation (ROA). ROA, which entitles shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holdings of MFS fund family assets held by accounts within the shareholder’s household at Janney. Eligible MFS fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial adviser about such assets.
Letter of Intent (LOI). LOI, which allow for breakpoint discounts based on anticipated purchases within the MFS fund family over a 13-month time period. Eligible MFS fund family assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets.
A-17
MFS Limited Maturity Fund
Financial Intermediary Category VII
Eligible Accounts: Accounts Investing in Shares of the Fund through an Edward Jones Platform or Account Maintained at an Omnibus Level by Edward Jones with the Fund
Effective on or after May 1, 2020, clients of Edward Jones (also referred to as “shareholders”) purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge discounts (also referred to as “breakpoints”) and waivers, which can differ from breakpoints and waivers described elsewhere in this prospectus or SAI or through another broker-dealer. In all instances, it is the shareholder’s responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of MFS funds or other facts qualifying the purchaser for breakpoints or waivers. Edward Jones can ask for documentation of such circumstance.
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class
|
|
Class
|
|
Class
|
A. Fee-Based Programs |
|
|
|
|
|
|
|
|
Shares purchased in an Edward Jones fee-based program. |
|
√ |
|
|
|
|
|
|
B. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares purchased within the same fund family through reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
|
|
C. Associates of Edward Jones |
|
|
|
|
|
|
|
|
Shares acquired by associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good standing and remains eligible consistent with Edward Jones’ policies. |
|
√ |
|
|
|
|
|
|
D. Reinstatement Privilege |
|
|
|
|
|
|
|
|
Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met (i) the proceeds are from the sale of shares within 60 days of the purchase; and (ii) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account. |
|
√ |
|
√ |
|
√ |
|
√ |
E. Transactions between Share Classes and Funds |
|
|
|
|
|
|
|
|
Shares converted from another share class into Class A or Class 529A shares, respectively, of the same fund at the discretion of Edward Jones. Edward Jones will be responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable Class A or Class 529A sales charge as disclosed in the prospectus. |
|
√ |
|
|
|
|
|
|
Shares converted from Class C or Class 529C into Class A or Class 529A shares, respectively, of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones, but in no event, earlier than the expiration of the applicable Class C or Class 529C CDSC. |
|
√ |
|
|
|
|
|
|
Shares exchanged from another MFS Fund in an Edward Jones fee-based program. |
|
√ |
|
√ |
|
√ |
|
√ |
F. Death or Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
|
√ |
G. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of the shareholder’s first withdrawal under the plan(s). |
|
|
|
√ |
|
√ |
|
√ |
A-18
MFS Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class
|
|
Class
|
|
Class
|
H. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
|
√ |
I. Payment of Edward Jones Fees |
|
|
|
|
|
|
|
|
Shares sold to pay Edward Jones fees or costs but only if the transaction is initiated by Edward Jones. |
|
|
|
√ |
|
√ |
|
√ |
J. Large Purchases |
|
|
|
|
|
|
|
|
Breakpoint amounts as described in the fund’s prospectus, subject to the Rights of Accumulation rules described below. |
|
√ |
|
|
|
|
|
|
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). A shareholder may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares if the shareholder intends to invest a specific dollar amount in any class of any MFS fund within a 13-month period. The LOI is determined by calculating the higher of the cost paid by the shareholder or the market value of any existing qualifying holdings (as calculated at the beginning of the 13-month period) in combination with the value that the shareholder intends to purchase over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during the 13-month period will receive the sales charge and breakpoint discount that applies to the total amount.
If the shareholder does not purchase the intended amount within the 13-month period, the shareholder’s account will be adjusted by redemption of the amount of shares needed to pay the higher initial sales charge level for the amount actually purchased. Purchases made before the LOI is received by Edward Jones are not covered under the LOI and will not reduce any sales charge previously paid. The inclusion of investments in the MFS funds held in accounts not maintained by Edward Jones is dependent on the shareholder notifying his or her financial adviser of such investments at the time of calculation.
Right Of Accumulation (ROA). Under the ROA, a shareholder may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares by aggregating the amount of the shareholder’s investment with the shareholder’s existing investments in the MFS funds, based on the higher of the cost paid by the shareholder or the current market value of the applicable MFS funds. For purposes of calculating the ROA, the shareholder’s account may be grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”) (as determined by Edward Jones under its policies and procedures). For purposes of calculating the ROA, holdings of shares of money market funds and retirement plan share classes are not taken into account. The ROA includes all investments of a shareholder in the MFS funds held on the Edward Jones platform and/or held on other platforms. The inclusion of investments in the MFS funds held in accounts not maintained by Edward Jones is dependent on the shareholder notifying his or her financial adviser of such investments at the time of calculation.
Other Important Information
Minimum Purchase Amounts. Purchases by shareholders will be subject to a $250 initial purchase minimum and a $50 subsequent purchase minimum.
Minimum Balances. Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following accounts are not subject to this minimum balance policy: (1) a fee-based account held on an Edward Jones platform; (2) a 529 account held on an Edward Jones platform; or (3) an account with an active systematic investment plan or LOI (as defined above).
Changing Share Classes. At any time it deems necessary, Edward Jones has the authority to convert at NAV a shareholder’s holdings in a fund to Class A shares of the same fund.
A-19
MFS Limited Maturity Fund
Financial Intermediary Category VIII
Eligible Accounts: Accounts Investing in Shares of the Fund through a D.A. Davidson & Co. Platform or Account Maintained at an Omnibus Level by or on behalf of D.A. Davidson & Co. with the Fund
Shareholders purchasing fund shares, including existing fund shareholders, through a D.A. Davidson &. Co. (“D.A. Davidson”) platform or account, or through an introducing broker-dealer or independent registered investment adviser for which D.A. Davidson provides trade execution, clearance, and/or custody services, where such account is maintained on an omnibus level with the fund by D.A. Davidson, or by a clearing broker or custodian on behalf of D.A. Davidson, will be eligible for the following sales charge waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or SAI. Customers of D.A. Davidson whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased within the MFS fund family through systematic reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of D.A. Davidson |
|
|
|
|
|
|
Shares acquired by employees and registered representatives of D.A. Davidson or its affiliates and their family members as designated by D.A. Davidson. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redeemed shares of the MFS fund family so long as the following conditions are met (i) the repurchase occurs within 90 days following the redemption; (ii) the redemption and purchase occur in the same account; and (iii) redeemed shares were subject to a front-end or deferred sales charge (known as Rights of Reinstatement). |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of D.A. Davidson. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS Fund. |
|
√ |
|
√ |
|
√ |
E. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
F. Systematic Withdrawals |
|
|
|
|
|
|
Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
|
|
|
√ |
|
√ |
G. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA or other qualifying retirement accounts if the redemption is taken in or after the year the shareholder reaches the qualified age based on IRS regulations. |
|
|
|
√ |
|
√ |
A-20
MFS Limited Maturity Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
H. Rights of Accumulation |
|
|
|
|
|
|
Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of MFS fund family assets held by accounts within the purchaser’s household at D.A. Davidson. Eligible MFS fund family assets not held at D.A. Davidson may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
I. Letters of Intent |
|
|
|
|
|
|
Letters of intent which allow for breakpoint discounts based on anticipated purchases within the MFS fund family over a 13-month time period. Eligible MFS fund family assets not held at D.A. Davidson may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
A-21
MFS Limited Maturity Fund
Financial Intermediary Category IX
Eligible Accounts: Accounts Investing in Shares through a Baird Platform or Account Maintained at an Omnibus Level by or on behalf of Baird with the Fund
Shareholders purchasing fund shares through a Baird platform or account maintained at an omnibus level with the fund by Baird, or by a clearing broker or custodian on behalf of Baird, will only be eligible for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI. Customers of Baird whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of Baird |
|
|
|
|
|
|
Shares acquired by employees and registered representatives of Baird or its affiliates and their family members as designated by Baird. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions from another MFS fund, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge (also known as “Rights of Reinstatement”). |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Baird. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS Fund. |
|
√ |
|
√ |
|
√ |
E. Retirement Plans |
|
|
|
|
|
|
Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
|
√ |
|
|
|
|
F. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
G. Systematic Withdrawals |
|
|
|
|
|
|
Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
|
|
|
√ |
|
√ |
H. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
A-22
MFS Limited Maturity Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
I. Payment of Baird Fees |
|
|
|
|
|
|
Shares sold to pay Baird fees but only if the transaction is initiated by Baird. |
|
|
|
√ |
|
√ |
J. Rights of Accumulation |
|
|
|
|
|
|
Rights of accumulations which entitles shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of MFS fund family assets held by accounts within the purchaser’s household at Baird. Eligible MFS fund family assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
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|
|
|
K. Letters of Intent |
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|
|
|
|
|
Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of MFS fund family assets through Baird, over a 13-month period of time. |
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√ |
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A-23
MFS Limited Maturity Fund
MFS Limited Maturity Fund
Shareholder Communications with the Board of Trustees. Shareholders may mail written communications to the Board of Trustees to the attention of the Board of Trustees, [fund name], Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, MA 02199, Attention: Fund Secretary. Shareholder communications must (i) be in writing and be signed by the shareholder, (ii) identify the MFS fund to which they relate, and (iii) identify the class and number of shares held by the shareholder.
If you want more information about MFS Limited Maturity Fund, the following documents are available free upon request:
Annual/Semiannual Reports. These reports contain information about the fund’s actual investments. Annual reports discuss the effect of recent market conditions and investment strategies on the fund’s performance during its last fiscal year.
Statement of Additional Information (SAI). The SAI, dated August 28, 2020, as may be amended or supplemented from time to time, provides more detailed information about the fund and is incorporated into this prospectus by reference.
You can get free copies of the annual/semiannual reports, the SAI and other information about the fund, including current net asset values per share, and make inquiries about the fund, by contacting:
Internet: mfs.com
MFS Service Center, Inc.
P.O. Box 219341
Kansas City, MO 64121-9341
Telephone: 1-800-225-2606
Reports and other information about the fund are available on the EDGAR Database on the Commission’s Internet website at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
The fund’s Investment Company Act file number is 811-2464.
HOW TO CONTACT US
Website |
|
Account service and literature |
|
Mailing address |
mfs.com |
|
Shareholders |
|
MFS Service Center, Inc. |
|
|
1-800-225-2606 |
|
P.O. Box 219341 |
MFS TALK |
|
Investment professionals |
|
Kansas City, MO 64121-9341 |
1-800-637-8255 |
|
1-800-343-2829 |
|
|
24 hours a day |
|
Retirement plan services |
|
Overnight mail |
|
|
1-800-637-1255 |
|
MFS Service Center, Inc. |
|
|
|
|
Suite 219341 |
|
|
|
|
430 W 7th Street |
|
|
|
|
Kansas City, MO 64105-1407 |
August 28, 2020 |
|
PROSPECTUS
MFS® Municipal Limited Maturity Fund
The investment objective of the fund is to seek total return with an emphasis on income exempt from federal income tax, but also considering capital preservation.
CLASS |
|
TICKER
|
Class A |
|
MTLFX |
Class B |
|
MTLBX |
Class C |
|
MTLCX |
Class I |
|
MTLIX |
Class R6 |
|
MTLRX |
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the complete reports will be made available on the fund’s website (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you are already signed up to receive shareholder reports by email, you will not be affected by this change and you need not take any action. You may sign up to receive shareholder reports and other communications from the fund by email by contacting your financial intermediary (such as a broker-dealer or bank) or, if you hold your shares directly with the fund, by calling 1-800-225-2606 or by logging on to MFS Access at mfs.com.
Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you can call 1-800-225-2606 or send an email request to orderliterature@mfs.com to let the fund know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the MFS fund complex if you invest directly.
Table of contents
2 |
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5 |
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8 |
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9 |
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12 |
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16 |
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19 |
|
A-1 |
The Securities and Exchange Commission has not approved or disapproved the fund’s shares or determined whether this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.
MTL-PRO-082820
MFS Municipal Limited Maturity Fund
Summary of Key Information
Investment Objective
The fund’s investment objective is to seek total return with an emphasis on income exempt from federal income tax, but also considering capital preservation.
Fees and Expenses
This table describes the fees and expenses that you may pay when you buy and hold shares of the fund. Investors may also pay commissions or other fees to their financial intermediaries when they buy and hold shares of the fund, which are not reflected below.
You may qualify for sales charge reductions if, with respect to Class A shares, you and certain members of your family invest, or agree to invest in the future, at least $50,000 in MFS funds. More information about these and other waivers and reductions is available from your financial intermediary and in “Sales Charges and Waivers and Reductions” on page 10 and “Appendix A – Waivers and Reductions of Sales Charges” on page A-1 of the fund’s prospectus.
Shareholder Fees (fees paid directly from your investment):
Share Class |
|
A |
|
B |
|
C |
|
I |
|
R6 |
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
|
2.50 |
% |
None |
|
None |
|
None |
|
None |
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) |
|
1.00 |
%# |
4.00 |
% |
1.00 |
% |
None |
|
None |
|
2
MFS Municipal Limited Maturity Fund
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
Share Class |
|
A |
|
B |
|
C |
|
I |
|
R6 |
|
Management Fee |
|
0.40 |
% |
0.40 |
% |
0.40 |
% |
0.40 |
% |
0.40 |
% |
Distribution and/or Service (12b-1) Fees |
|
0.25 |
% |
1.00 |
% |
1.00 |
% |
None |
|
None |
|
Other Expenses |
|
0.13 |
% |
0.13 |
% |
0.13 |
% |
0.13 |
% |
0.05 |
% |
Total Annual Fund Operating Expenses |
|
0.78 |
% |
1.53 |
% |
1.53 |
% |
0.53 |
% |
0.45 |
% |
Fee Reductions and/or Expense Reimbursements1 |
|
(0.10 |
)% |
(0.10 |
)% |
0.00 |
% |
0.00 |
% |
0.00 |
% |
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements |
|
0.68 |
% |
1.43 |
% |
1.53 |
% |
0.53 |
% |
0.45 |
% |
# This contingent deferred sales charge (CDSC) applies to shares purchased without an initial sales charge and redeemed within 18 months of purchase.
1 MFS Fund Distributors, Inc., has agreed in writing to waive the Class A and Class B service fee to 0.15% of each class’ average daily net assets annually until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021.
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that: you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods (unless otherwise indicated); your investment has a 5% return each year; and the fund’s operating expenses remain the same.
Although your actual costs will likely be higher or lower, under these assumptions your costs would be:
|
|
1 YEAR |
|
3 YEARS |
|
5 YEARS |
|
10 YEARS |
|
||||
Class A Shares |
|
$ |
318 |
|
$ |
483 |
|
$ |
663 |
|
$ |
1,183 |
|
Class B
|
|
$ |
546 |
|
$ |
774 |
|
$ |
1,025 |
|
$ |
1,612 |
|
no redemption at end of period |
|
$ |
146 |
|
$ |
474 |
|
$ |
825 |
|
$ |
1,612 |
|
Class C
|
|
$ |
256 |
|
$ |
483 |
|
$ |
834 |
|
$ |
1,824 |
|
no redemption at end of period |
|
$ |
156 |
|
$ |
483 |
|
$ |
834 |
|
$ |
1,824 |
|
Class I Shares |
|
$ |
54 |
|
$ |
170 |
|
$ |
296 |
|
$ |
665 |
|
Class R6 Shares |
|
$ |
46 |
|
$ |
144 |
|
$ |
252 |
|
$ |
567 |
|
Portfolio Turnover
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These transaction costs, which are not reflected in “Annual Fund Operating Expenses” or in the “Example,” affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 24% of the average value of its portfolio.
Principal Investment Strategies
The fund invests, under normal market conditions, at least 80% of its net assets in securities and other investments, the interest on which is exempt from federal income tax. Interest from the fund’s investments may be subject to the federal alternative minimum tax.
MFS (Massachusetts Financial Services Company, the fund’s investment adviser) normally invests the fund’s assets primarily in municipal instruments.
The fund’s dollar-weighted average effective maturity will normally not exceed five years.
MFS generally invests substantially all of the fund’s assets in investment grade quality debt instruments.
MFS may invest 25% or more of the fund’s total assets in municipal instruments that finance similar projects, such as those relating to education, healthcare, housing, utilities, water, or sewers.
MFS may invest a significant percentage of the fund’s assets in issuers in a single state, territory, or possession, or a small number of states, territories, or possessions.
While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate exposure, or as alternatives to direct investments. Derivatives include futures, forward contracts, options, inverse floating rate instruments, swaps, and certain complex structured securities.
MFS uses an active bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers. Quantitative screening tools that systematically evaluate instruments may also be considered. In structuring the fund, MFS also considers top-down factors.
For purposes of the fund’s 80% policy, net assets include the amount of any borrowings for investment purposes.
Principal Risks
As with any mutual fund, the fund may not achieve its objective and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
The principal risks of investing in the fund are:
3
MFS Municipal Limited Maturity Fund
Investment Selection Risk: MFS’ investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests.
Debt Market Risk: Debt markets can be volatile and can decline significantly in response to, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets or the debt markets generally. Certain events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or segment of a debt market.
Interest Rate Risk: In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for instruments with longer maturities, or that do not pay current interest.
Credit Risk: The price of a debt instrument depends, in part, on the credit quality of the issuer, borrower, counterparty, or other entity responsible for payment, or underlying collateral or assets and the terms of the instrument. The price of a debt instrument can decline in response to changes in, or perceptions of, the financial condition of the issuer, borrower, counterparty, or other entity, or underlying collateral or assets, or changes in, or perceptions of, specific or general market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions.
The credit quality of, and the ability to pay principal and interest when due by, an issuer of a municipal instrument depends on the credit quality of the entity supporting the municipal instrument, how essential any services supported by the municipal instrument are, the sufficiency of any revenues or taxes that support the municipal instrument, and/or the willingness or ability of the appropriate government entity to approve any appropriations necessary to support the municipal instrument. In addition, the price of a municipal instrument also depends on its credit quality and ability to meet the credit support obligations of any insurer or other entity providing credit support to a municipal instrument.
Municipal Risk: The price of a municipal instrument can be volatile and significantly affected by adverse tax changes or court rulings, legislative or political changes, changes in specific or general market and economic conditions and developments, and the financial condition of municipal issuers and insurers. Because many municipal instruments are issued to finance similar projects, conditions in certain industries can significantly affect the fund and the overall municipal market. Municipal instruments may be more susceptible to downgrades or defaults during economic downturns or similar periods of economic stress, which in turn could affect the market values and marketability of many or all municipal obligations of issuers in a state, U.S. territory, or possession. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many municipal issuers, which may impair a municipal issuer’s ability to meet its financial obligations when due and could adversely impact the value of its bonds, which could negatively impact the performance of the fund.
Focus Risk: The fund’s performance will be closely tied to the issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions in the states, territories, and possessions of the United States in which the fund’s assets are invested. If MFS invests a significant percentage of the fund’s assets in a single state, territory, or possession, or a small number of states, territories, or possessions, these conditions will have a significant impact on the fund’s performance and the fund’s performance may be more volatile than the performance of more geographically-diversified funds.
Prepayment/Extension Risk: Instruments subject to prepayment and/or extension can reduce the potential for gain for the instrument’s holders if the instrument is prepaid and increase the potential for loss if the maturity of the instrument is extended.
Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to the risks of the underlying indicator(s) on which the derivative is based. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Derivatives can involve leverage.
Leveraging Risk: Leverage involves investment exposure in an amount exceeding the initial investment. Leverage can cause increased volatility by magnifying gains or losses.
Counterparty and Third Party Risk: Transactions involving a counterparty or third party other than the issuer of the instrument are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction.
Liquidity Risk: It may be difficult to value, and it may not be possible to sell, certain investments, types of investments, and/or investments in certain segments of the market, and the fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs.
Large Shareholder Risk: From time to time, shareholders of the fund (which may include institutional investors, financial intermediaries, or other MFS funds) may make relatively large redemptions or purchases of fund shares. These transactions may cause the fund to sell securities or invest additional cash, as the case may be, at disadvantageous prices. Redemptions of a large number of shares also may increase transaction costs or have adverse tax consequences for shareholders of the fund by requiring a sale of portfolio securities.
Performance Information
The bar chart and performance table below are intended to provide some indication of the risks of investing in the fund by showing changes in the fund’s performance over time and how the fund’s performance over time compares with that of a broad measure of market performance.
The fund’s past performance (before and after taxes) does not necessarily indicate how the fund will perform in the future. Updated performance is available online at mfs.com or by calling 1-800-225-2606.
Class A Bar Chart. The bar chart does not take into account any sales charges (loads) that you may be required to pay upon purchase or redemption of the fund’s shares. If these sales charges were included, they would reduce the returns shown.
4
MFS Municipal Limited Maturity Fund
The total return for the six-month period ended June 30, 2020, was 0.69%. During the period(s) shown in the bar chart, the highest quarterly return was 2.13% (for the calendar quarter ended June 30, 2011) and the lowest quarterly return was (2.19)% (for the calendar quarter ended December 31, 2016).
Performance Table.
Average Annual Total Returns |
|
|
|
|
|
|
(For the Periods Ended December 31, 2019) |
|
|
|
|
|
|
Share Class |
|
1 YEAR |
|
5 YEARS |
|
10 YEARS |
|
Returns Before Taxes |
|
|
|
|
|
|
|
B Shares |
|
0.66 |
% |
1.19 |
% |
1.93 |
% |
C Shares |
|
3.42 |
% |
1.47 |
% |
1.68 |
% |
I Shares |
|
5.46 |
% |
2.48 |
% |
2.69 |
% |
R6 Shares |
|
5.54 |
% |
2.50 |
% |
2.71 |
% |
A Shares |
|
2.67 |
% |
1.79 |
% |
2.28 |
% |
Returns After Taxes on Distributions |
|
|
|
|
|
|
|
A Shares |
|
2.65 |
% |
1.78 |
% |
2.27 |
% |
Returns After Taxes on Distributions and Sale of Fund Shares |
|
|
|
|
|
|
|
A Shares |
|
2.43 |
% |
1.81 |
% |
2.21 |
% |
Index Comparison (Reflects no deduction for fees, expenses, or taxes) |
|
|
|
|
|
|
|
Bloomberg Barclays 1-9 Year Municipal Bond Index |
|
4.98 |
% |
2.26 |
% |
2.68 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your own tax situation, and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. The after-tax returns are shown for only one of the fund’s classes of shares, and after-tax returns for the fund’s other classes of shares will vary from the returns shown.
Investment Adviser
MFS serves as the investment adviser for the fund.
Portfolio Manager(s)
Portfolio Manager |
|
Since |
|
Title |
Jason Kosty |
|
2014 |
|
Investment Officer of MFS |
Geoffrey Schechter |
|
2000 |
|
Investment Officer of MFS |
Purchase and Sale of Fund Shares
You may purchase and redeem shares of the fund each day the New York Stock Exchange (the NYSE) is open for trading. You may purchase or redeem shares either by having your financial intermediary process your purchase or redemption, or through MFS Service Center, Inc. (MFSC) by overnight mail (MFSC, Suite 219341, 430 W 7th Street, Kansas City, MO 64105-1407), by mail ([Fund Name], P.O. Box 219341, Kansas City, MO 64121-9341), by telephone (1-800-225-2606), or via the Internet at mfs.com (MFS Access).
The fund’s initial and subsequent investment minimums generally are as follows:
Class |
|
Initial Minimum |
|
Subsequent Minimum |
Class A, Class B, Class C |
|
None – automatic investment plans and certain asset-based fee programs
|
|
$50 – by check and non-systematic written exchange request, and via MFSC telephone representatives
|
Class I, Class R6 |
|
None |
|
None |
Purchases of Class B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B shares for the same share class of another MFS fund.
Taxes
The fund intends to distribute income that is exempt from federal income tax, but may be subject to federal alternative minimum tax. A portion of the fund’s distributions may be subject to federal income tax.
Payments to Broker/Dealers and Other Financial Intermediaries
If you purchase shares of the fund through a broker/dealer or other financial intermediary (such as a bank), the fund, MFS, and/or MFS’ affiliates may pay the financial intermediary for the sale of shares of a fund and/or the servicing of shareholder accounts. These payments may create a conflict of interest by influencing your broker/dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your financial intermediary or visit your financial intermediary’s website for more information.
Investment Objective, Strategies, and Risks
Investment Objective
The fund’s investment objective is to seek total return with an emphasis on income exempt from federal income tax, but also considering capital preservation. The fund’s objective may be changed without shareholder approval.
5
MFS Municipal Limited Maturity Fund
Principal Investment Strategies
The fund invests, under normal market conditions, at least 80% of its net assets in securities and other investments, the interest on which is exempt from federal income tax. This policy may not be changed without shareholder approval. Interest from the fund’s investments may be subject to the federal alternative minimum tax.
MFS normally invests the fund’s assets primarily in municipal instruments.
The fund’s dollar-weighted average effective maturity will normally not exceed five years. In determining an instrument’s effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a call, put, pre-refunding, prepayment or redemption provision, or an adjustable coupon) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.
MFS generally invests substantially all of the fund’s assets in investment grade quality debt instruments.
MFS may invest 25% or more of the fund’s total assets in municipal instruments that finance similar projects, such as those relating to education, healthcare, housing, utilities, water, or sewers.
MFS may invest a significant percentage of the fund’s assets in issuers in a single state, territory, or possession, or a small number of states, territories, or possessions.
While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate exposure, or as alternatives to direct investments.
MFS uses an active bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers in light of the issuers’ financial condition and market, economic, political, and regulatory conditions. Factors considered may include the instrument’s credit quality and terms, any underlying assets and their credit quality, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features may also be considered. In structuring the fund, MFS also considers top-down factors, including sector allocations, yield curve positioning, duration, macroeconomic factors, and risk management factors.
For purposes of the fund’s 80% policy, net assets include the amount of any borrowings for investment purposes.
Principal Investment Types
The principal investment types in which the fund may invest are:
Debt Instruments: Debt instruments represent obligations of corporations, governments, and other entities to repay money borrowed, or other instruments believed to have debt-like characteristics. The issuer or borrower usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the instrument. Debt instruments generally trade in the over-the-counter market and can be less liquid than other types of investments, particularly during adverse market and economic conditions. During certain market conditions, debt instruments in some or many segments of the debt market can trade at a negative interest rate (i.e., the price to purchase the debt instrument is more than the present value of expected interest payments and principal due at the maturity of the instrument). Some debt instruments, such as zero coupon bonds or payment-in-kind bonds, do not pay current interest. Other debt instruments, such as certain mortgage-backed securities and other securitized instruments, make periodic payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal.
Municipal Instruments: Municipal instruments are issued by or for states, territories, or possessions of the United States or by their political subdivisions, agencies, authorities, or other government entities, to raise money for a variety of public and private purposes, including general financing for state and local governments, or financing for a specific project or public facility. Municipal instruments include general obligation bonds of municipalities, state or local governments, project or revenue-specific bonds, municipal lease obligations, and prerefunded or escrowed bonds. Municipal instruments may be fully or partially supported by the state or local governments, by the credit of a private issuer, by the current or anticipated revenues from a specific project or assets, by the issuer’s pledge to make annual appropriations for lease payments, or by domestic or foreign entities providing credit support, such as insurance, letters of credit, or guarantees. Many municipal instruments are supported by insurance, which typically guarantees the timely payment of all principal and interest due on the underlying municipal instrument.
Derivatives: Derivatives are financial contracts whose value is based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, interest rate, credit rating, commodity, volatility measure, or index. Derivatives often involve a counterparty to the transaction. Derivatives include futures, forward contracts, options, inverse floating rate instruments, swaps, and certain complex structured securities.
Principal Risks
The yield and share price of the fund will change daily based on changes in interest rates and market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. As with any mutual fund, the fund may not achieve its objective and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The significance of any specific risk to an investment in the fund will vary over time depending on the composition of the fund’s portfolio, market conditions, and other factors. You should read all of the risk information below carefully, because any one or more of these risks may result in losses to the fund.
The principal risks of investing in the fund are:
Investment Selection Risk: MFS’ investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests. In addition, MFS or the fund’s other service providers may experience disruptions or operating errors that could negatively impact the fund.
Debt Market Risk: Debt markets can be volatile and can decline significantly in response to, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets, or debt markets generally. Certain changes or events, such as political, social, or economic developments, including
6
MFS Municipal Limited Maturity Fund
increasing and negative interest rates or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or a segment of a debt market.
Interest Rate Risk: The price of a debt instrument typically changes in response to interest rate changes. Interest rates can change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, general economic and market conditions, and other factors. In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for instruments with longer maturities, or that do not pay current interest. In addition, short-term and long-term interest rates do not necessarily move in the same direction or by the same amount. An instrument’s reaction to interest rate changes depends on the timing of its interest and principal payments and the current interest rate for each of those time periods. Instruments with floating interest rates can be less sensitive to interest rate changes. The price of an instrument trading at a negative interest rate responds to interest rate changes like other debt instruments; however, an instrument purchased at a negative interest rate is expected to produce a negative return if held to maturity.
Credit Risk: The price of a debt instrument depends, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due. The price of a debt instrument is likely to fall if an issuer or borrower defaults on its obligation to pay principal or interest, if the instrument’s credit rating is downgraded by a credit rating agency, or based on other changes in, or perceptions of, the financial condition of the issuer or borrower. For certain types of instruments, including derivatives, the price of the instrument depends in part on the credit quality of the counterparty to the transaction. For other types of debt instruments, including securitized instruments and some municipal instruments, the price of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult.
The credit quality of, and the ability to pay principal and interest when due by, an issuer of a municipal instrument depends on the credit quality of the entity supporting the municipal instrument, how essential any services supported by the municipal instrument are, the sufficiency of any revenues or taxes that support the municipal instrument, and/or the willingness or ability of the appropriate government entity to approve any appropriations necessary to support the municipal instrument. In addition, the price of a municipal instrument also depends on its credit quality and ability to meet the credit support obligations of any insurer or other entity providing credit support to a municipal instrument.
Municipal Risk: The price of a municipal instrument can be volatile and significantly affected by adverse tax changes or court rulings, legislative or political changes, market and economic conditions and developments, issuer, industry-specific and other conditions, including as the result of events that cannot be reasonably anticipated or controlled such as social conflict or unrest, labor disruption and natural disasters. Municipal instruments can be less liquid than other types of investments and there may be less publicly available information about the issuers of municipal instruments compared to other issuers. If the Internal Revenue Service or a state taxing authority determines that an issuer of a municipal instrument has not complied with applicable tax requirements, interest from the instrument could become taxable (including retroactively) and the instrument could decline significantly in price. Because many municipal instruments are issued to finance similar projects, especially those relating to education, health care, housing, utilities, and water and sewer, conditions in these industries can significantly affect the fund and the overall municipal market. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market.
Municipal instruments may be more susceptible to downgrades or defaults during economic downturns or similar periods of economic stress, which in turn could affect the market values and marketability of many or all municipal obligations of issuers in a state, U.S. territory, or possession. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many municipal issuers, which may impair a municipal issuer’s ability to meet its financial obligations when due and may adversely impact the value of its bonds, which could negatively impact the performance of the fund. Factors contributing to the economic stress on municipal issuers may include an increase in expenses associated with combatting the COVID-19 pandemic and a decrease in revenues supporting the issuer’s bonds due to factors such as lower sales tax revenue as a result of decreased consumer spending, lower income tax revenue due to higher unemployment, and a decrease in the value of collateral backing revenue bonds due to closures and/or curtailment of services and/or changes in consumer behavior. In light of the uncertainty surrounding the magnitude, duration, reach, costs and effects of the COVID-19 pandemic, as well as actions that have been or could be taken by governmental authorities or other third parties, it is difficult to predict the level of financial stress and duration of such stress municipal issuers may experience.
Focus Risk: The fund’s performance will be closely tied to the issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions in the states, territories, and possessions of the United States in which the fund’s assets are invested. These conditions include constitutional or statutory limits on an issuer’s ability to raise revenues or increase taxes, anticipated or actual budget deficits or other financial difficulties, or changes in the credit quality of municipal issuers in such states, territories, and possessions. If MFS invests a significant percentage of the fund’s assets in a single state, territory, or possession, or a small number of states, territories, or possessions, these conditions will have a significant impact on the fund’s performance and the fund’s performance may be more volatile than the performance of more geographically-diversified funds. A prolonged increase in unemployment or a significant decline in the local and/or national economies, such as the increase in unemployment and economic downturn caused by the COVID-19 pandemic and the costs associated with combatting this pandemic, could result in decreased tax revenues.
Prepayment/Extension Risk: Many types of debt instruments, including mortgage-backed securities, securitized instruments, certain corporate bonds, and municipal housing bonds, and certain derivatives, are subject to the risk of prepayment and/or extension. Prepayment occurs when unscheduled payments of principal are made or the instrument is called or redeemed prior to an instrument’s maturity. When interest rates decline, the instrument is called, or for other reasons, these debt instruments may be repaid more quickly than expected. As a result, the holder of the debt
7
MFS Municipal Limited Maturity Fund
instrument may not be able to reinvest the proceeds at the same interest rate or on the same terms, reducing the potential for gain. When interest rates increase or for other reasons, these debt instruments may be repaid more slowly than expected, increasing the potential for loss. In addition, prepayment rates are difficult to predict and the potential impact of prepayment on the price of a debt instrument depends on the terms of the instrument.
Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to, and potentially greater than, the risks of the underlying indicator(s). Gains or losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Derivatives can involve leverage. Derivatives can be complex instruments and can involve analysis and processing that differs from that required for other investment types used by the fund. If the value of a derivative does not change as expected relative to the value of the market or other indicator to which the derivative is intended to provide exposure, the derivative may not have the effect intended. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments.
Leveraging Risk: Certain transactions and investment strategies can result in leverage. Leverage involves investment exposure in an amount exceeding the initial investment. In transactions involving leverage, a relatively small change in an underlying indicator can lead to significantly larger losses to the fund. Leverage can cause increased volatility by magnifying gains or losses.
Counterparty and Third Party Risk: Transactions involving a counterparty other than the issuer of the instrument, including clearing organizations, or a third party responsible for servicing the instrument or effecting the transaction, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction. If a counterparty or third party fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the fund could miss investment opportunities, lose value on its investments, or otherwise hold investments it would prefer to sell, resulting in losses for the fund.
Liquidity Risk: Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market, or may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, including investors trying to sell large quantities of a particular investment or type of investment, or lack of market makers or other buyers for a particular investment or type of investment. At times, all or a significant portion of a market may not have an active trading market. Without an active trading market, it may be difficult to value, and it may not be possible to sell, these investments and the fund could miss other investment opportunities and hold investments it would prefer to sell, resulting in losses for the fund. In addition, the fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs, which could result in dilution of remaining investors’ interests in the fund. The prices of illiquid securities may be more volatile than more liquid investments.
Large Shareholder Risk: From time to time, shareholders of the fund (which may include institutional investors, financial intermediaries, or other MFS funds) may make relatively large redemptions or purchases of fund shares. These transactions may cause the fund to sell securities or invest additional cash, as the case may be, at disadvantageous prices. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on the fund’s performance to the extent that the fund may be required to sell securities or invest cash at times it would not otherwise do so. Redemptions of a large number of shares also may increase transaction costs or have adverse tax consequences for shareholders of the fund by requiring a sale of portfolio securities. In addition, a large redemption could result in the fund’s current expenses being allocated over a smaller asset base, leading to an increase in the fund’s expense ratio.
Other Investment Strategies and Risks
Active and Frequent Trading: MFS may engage in active and frequent trading in pursuing the fund’s principal investment strategies. Frequent trading increases transaction costs, which can reduce the fund’s return. Frequent trading can also increase the possibility of capital gain distributions. Capital gain distributions generally increase your tax liability unless you hold your shares through a tax-advantaged or exempt vehicle.
Temporary Defensive Strategy: In response to adverse market, economic, industry, political, or other conditions, MFS may depart from the fund’s principal investment strategies by temporarily investing for defensive purposes. When MFS invests defensively, different factors could affect the fund’s performance and the fund may not achieve its investment objective. In addition, the defensive strategy may not work as intended.
Further Information on Investment Strategies, Types, and Risks: Information about investment strategies and investment types not described in the prospectus and the risks associated with those investment strategies and investment types are described in the fund’s Statement of Additional Information (SAI).
Management of the Fund
Investment Adviser
MFS, located at 111 Huntington Avenue, Boston, Massachusetts 02199, serves as the investment adviser for the fund. Subject to the supervision of the fund’s Board of Trustees, MFS is responsible for managing the fund’s investments, executing transactions, and providing related administrative services and facilities under an Investment Advisory Agreement between the fund and MFS.
For the fiscal year ended April 30, 2020, the fund paid MFS an effective management fee equal to 0.39% of the fund’s average daily net assets.
Effective August 1, 2020, the management fee set forth in the Investment Advisory Agreement is 0.40% of the fund’s average daily net assets annually up to $2.5 billion and 0.35% of the fund’s average daily net assets annually in excess of $2.5 billion.
For the period from May 1, 2019, to July 31, 2020, the management fee set forth in the Investment Advisory Agreement was 0.40% of the fund’s average daily net assets annually.
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the fiscal year ended April 30, 2020, this management fee reduction amounted to 0.01% of the fund’s average daily net assets.
MFS has agreed in writing to bear the fund’s expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as interest and borrowing expenses incurred in connection with the fund’s investment activity), such that “Total Annual Fund Operating Expenses” do not exceed 0.69% of the class’ average daily net assets annually for Class A shares, 1.44% of the class’ average daily net assets annually for Class B shares, 1.54% of the class’ average daily net assets annually for Class C shares, 0.54% of the class’ average
8
MFS Municipal Limited Maturity Fund
daily net assets annually for Class I shares, and 0.46% of the class’ average daily net assets annually for Class R6 shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021.
A discussion regarding the basis for the Board of Trustees’ approval of the Investment Advisory Agreement is available in the fund’s semiannual report for the six-month period ended October 31, 2019.
MFS is America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund, Massachusetts Investors Trust. Net assets under the management of the MFS organization were approximately $507 billion as of June 30, 2020.
Disclosure of Portfolio Holdings. The fund has established a policy with respect to the disclosure of fund portfolio holdings. A description of this policy is provided in the SAI.
The following information is generally available to you at mfs.com/openendfunds by choosing the fund’s name:
Information |
|
Approximate Date of Posting |
Fund’s top 10 holdings as of each month’s end |
|
11 days after month end |
Fund’s full holdings as of each month’s end |
|
19 days after month end |
Holdings also include short positions, if any. Top 10 holdings exclude cash, cash equivalents, short-term investments, currency derivatives, and the cash portion of other derivatives. For purposes of full holdings, cash, cash equivalents, and short-term investments are aggregated and currency derivatives and the cash portion of other derivatives are aggregated.
Note that the fund or MFS may suspend the posting of this information or modify the elements of this Web posting policy without notice to shareholders. Once posted, the above information will generally remain available on mfs.com until at least the date on which the fund files a Form N-CSR or Form N-PORT for the period that includes the date as of which the mfs.com information is current.
Portfolio Manager(s)
Information regarding the portfolio manager(s) of the fund is set forth below. Further information regarding the portfolio manager(s), including other accounts managed, compensation, ownership of fund shares, and possible conflicts of interest, is available in the fund’s SAI.
Portfolio Manager |
|
Primary Role |
|
Five Year History |
Jason Kosty |
|
Portfolio Manager |
|
Employed in the investment area of MFS since 2003 |
Geoffrey Schechter |
|
Portfolio Manager |
|
Employed in the investment area of MFS since 1993 |
Administrator
MFS provides the fund with certain financial, legal, and other administrative services under a Master Administrative Services Agreement between the fund and MFS. Under the Agreement, MFS is paid an annual fee for providing these services.
Distributor
MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund.
Shareholder Servicing Agent
MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, provides dividend and distribution disbursing and transfer agent and recordkeeping functions in connection with the issuance, transfer, and redemption of each class of shares of the fund under a Shareholder Servicing Agent Agreement. MFSC receives a fee based on the costs it incurs in providing these services and a target profit margin. In addition, MFSC is reimbursed for payments made to service providers that provide certain sub-accounting and other shareholder services (shareholder servicing payments) and its out-of-pocket expenses. No shareholder servicing payments are made for Class R6 shares.
Description of Share Classes
The fund offers Class A, Class B, Class C, Class I, and Class R6 shares through this prospectus. All classes of the fund have the same investment objective and investments, but each class has its own sales charge and expense structure. Your financial intermediary may also charge you additional fees, commissions, or other charges. You should consult with your financial intermediary to help you determine which class is most appropriate for you.
Purchases of Class B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B shares for the same share class of another MFS fund.
Share Class Eligibility
Your financial intermediary is responsible for determining if you meet any share class eligibility requirements. MFS does not generally monitor any share class eligibility requirements.
Class A, Class B, and Class C shares do not have any share class eligibility requirements.
Class I shares generally are available only to the following eligible investors:
● certain retirement plans established for the benefit of employees and former employees of MFS or its affiliates;
● defined benefit retirement plans, endowments or foundations;
● bank trust departments or law firms acting as trustee or manager for trust accounts;
● investors who purchase shares through asset-based fee programs available through financial intermediaries;
● employees and former employees of MFS and its subsidiaries who were employed by MFS or its subsidiaries on or after January 1, 2013, trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, and joint accounts with such persons’ spouses or legal equivalents under applicable state law; and
● trustees and former trustees of any investment company for which MFD serves as a distributor and who served as trustee on or after January 1, 2013, trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, and joint accounts with such persons’ spouses or legal equivalents under applicable state law.
Class I shares are also available to other institutional investors who have entered into an agreement with MFD to purchase Class I shares and investors who purchase shares through brokerage programs of certain financial intermediaries that have entered into
9
MFS Municipal Limited Maturity Fund
an agreement with MFD to offer Class I shares through such programs. In addition, Class I shares are also available to investors whose Class A, Class B, or Class C shares have been converted to Class I shares as a result of no financial intermediary being specified on the investor’s account. (Please see “Conversion Among Share Classes” below.)
Class R6 shares generally are available only to the following eligible investors:
● eligible retirement plans (401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans any of whose accounts are maintained by the fund at an omnibus level (“Employer Retirement Plans”));
● health savings accounts under Section 223 of the Internal Revenue Code if such accounts are maintained by the fund at an omnibus level;
● investment companies distributed by MFD;
● endowments and foundations, local, city, and state agencies (or entities acting on their behalf);
● funded welfare benefit plans (e.g., Voluntary Employees’ Beneficiary Association (VEBA) and Other Post-Employment (OPEB) plans);
● unaffiliated registered investment companies;
● collective investment trusts; and
● investors who purchase shares through asset-based fee programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class R6 shares through such programs.
Class R6 shares are also available to other institutional investors who have entered into an agreement with MFD to purchase Class R6 shares and investors who purchase shares through brokerage programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class R6 shares through such programs.
Conversion Among Share Classes
If you hold Class B shares for approximately eight years, they will convert to Class A shares of the fund. For purposes of calculating the conversion date, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month.
All Class B shares you acquire through the reinvestment of dividends and distributions will be held in a separate sub-account. Each time any Class B shares in your account convert to Class A shares, a proportionate number of the Class B shares in the sub-account will also convert to Class A shares.
For shareholders invested in Class B shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period. The automatic conversion of Class B shares to Class A shares will not apply to shares held through financial intermediaries that do not track the length of time that a shareholder has held such shares. Please consult your financial intermediary for more information.
If you hold Class C shares for approximately ten years, they will convert to Class A shares of the fund. For purposes of calculating the conversion date, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month.
All Class C shares you acquire through the reinvestment of dividends and distributions will be held in a separate sub-account. Each time any Class C shares in your account convert to Class A shares, a proportionate number of the Class C shares in the sub-account will also convert to Class A shares.
For shareholders invested in Class C shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period. The automatic conversion of Class C shares to Class A shares will not apply to shares held through financial intermediaries that do not track the length of time that a shareholder has held such shares. Please consult your financial intermediary for more information.
Shareholders may be able to convert between Class A shares and Class I shares of the fund if they satisfy eligibility requirements for the other class, if any. Class I shareholders may be able to convert their Class I shares to Class R6 shares of the fund if they satisfy eligibility requirements of Class R6 shares.
Class C shareholders of the fund may be able to convert their shares to Class A shares of the fund if their financial intermediary provides written notification to MFD prior to such conversion that the intermediary has determined that Class A was the appropriate share class at the time of purchase for such shareholder and receives approval of such conversion by MFD. Class C shareholders also may be able to convert their Class C shares not subject to a CDSC to Class I shares of the fund if they satisfy eligibility requirements of Class I shares.
Class A, Class B, or Class C shares in an account held directly with MFSC for which no financial intermediary is specified will be periodically converted to Class I shares as authorized by MFD. If your Class A, Class B, or Class C shares are converted to Class I shares pursuant to this conversion feature, all future purchases in your account will be invested in Class I shares. Shareholders will generally be provided with written notice at least 30 days prior to a conversion of their Class A, Class B, or Class C shares to Class I shares.
If a shareholder converts from one share class to another share class of the fund, as described above, the transaction will be based on the respective net asset value of each class as of the trade date for the conversion. Consequently, the converting shareholder may receive fewer shares or more shares than originally owned, depending on that day’s net asset values. The total value of the initially held shares, however, will equal the total value of the converted shares received. A conversion between share classes in the same fund, as described above, is a nontaxable event for federal income tax purposes.
Sales Charges and Waivers and Reductions
You may be subject to an initial sales charge when you purchase Class A shares, or a CDSC when you redeem Class A, Class B, or Class C shares. These sales charges are paid to MFD.
You may qualify for a sales charge waiver or reduction when you purchase or redeem shares. The waivers or reductions that are applicable to your transaction depend on your financial intermediary and the type of account and transaction. Further details regarding these waivers and reductions are provided in Appendix A of this prospectus. It is your responsibility to inform your financial intermediary or MFSC upon purchasing fund shares of your eligibility for a sales charge waiver or reduction. Waivers or reductions may be eliminated, modified, and added at any time without providing advance notice to shareholders.
Class A Shares. You may purchase Class A shares at the offering price (which includes the applicable initial sales charge).
10
MFS Municipal Limited Maturity Fund
The amount of the initial sales charge you pay when you buy Class A shares differs depending upon the amount you invest, as follows:
|
|
INITIAL SALES CHARGE AS PERCENTAGE OF: |
|
||
Amount of Purchase |
|
GROSS PURCHASE
|
|
NET AMOUNT
|
|
Less than $50,000 |
|
2.50 |
% |
2.56 |
% |
$50,000 but less than $100,000 |
|
2.25 |
% |
2.30 |
% |
$100,000 but less than $250,000 |
|
2.00 |
% |
2.04 |
% |
$250,000 but less than $500,000 |
|
1.50 |
% |
1.52 |
% |
$500,000 or more |
|
None |
|
None |
|
* Offering price is calculated by dividing the net asset value of a share by the difference between 1 and the initial sales charge percentage. Because the offering price is rounded to two decimal places, actual sales charges you pay may be more or less than those calculated using these percentages.
You may purchase Class A shares without an initial sales charge when you invest $500,000 or more in Class A shares. However, for purchasers other than Employer Retirement Plans, a CDSC of 1% will generally be deducted from your redemption proceeds if you redeem within 18 months of purchase.
Class B Shares. You may purchase Class B shares at net asset value without an initial sales charge, but if you redeem your shares within the first six years after purchase, you may be subject to a CDSC (declining from 4% during the first year to 0% after six years).
The CDSC is imposed according to the following schedule:
Year of redemption after purchase |
|
1st |
|
2nd |
|
3rd |
|
4th |
|
5th |
|
6th |
|
7th |
|
Contingent deferred sales charge |
|
4 |
% |
4 |
% |
3 |
% |
3 |
% |
2 |
% |
1 |
% |
0 |
% |
Class C Shares. You may purchase Class C shares at net asset value without an initial sales charge. However, a CDSC of 1% will generally be deducted from your redemption proceeds if you redeem within 12 months of your purchase.
Class I Shares. Eligible investors may purchase Class I shares at net asset value without an initial sales charge or a CDSC upon redemption.
Class R6 Shares. Eligible investors may purchase Class R6 shares at net asset value without an initial sales charge or a CDSC upon redemption.
Calculation Of CDSC. As discussed above, certain investments in Class A, Class B, and Class C shares are subject to a CDSC. For purposes of calculating the CDSC, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month. The CDSC is based on the original purchase cost or the current market value of the shares being sold, whichever is less. For purposes of determining the CDSC, if you sell only some of your shares, shares not subject to a CDSC are sold first, followed by shares held the longest.
Shares acquired through reinvestment of distributions are not subject to a CDSC.
Distribution and Service Fees
The fund has adopted a plan in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Distribution Plan”). Under the Distribution Plan, the fund pays distribution and/or service fees to MFD to support the sale and distribution of Class A, Class B, and Class C shares, and/or shareholder servicing and account maintenance activities. These distribution and/or service fees equal on an annual basis up to the following maximum percentages of average daily net assets of the class:
CLASS |
|
MAXIMUM
|
|
MAXIMUM SERVICE
|
|
MAXIMUM TOTAL
|
|
Class A |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
Class B |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class C |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
These fees are paid out of fund assets of the applicable class of shares. Because these fees are an ongoing expense of the fund, they increase the cost of your investment over time and may cost you more than other types of sales charges.
MFD has agreed in writing to waive the Class A and Class B service fee to 0.15% of each class’ average daily net assets annually until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021. MFD has voluntarily agreed to rebate to the class a portion of such class’ 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to seed money of MFS or an affiliate.
The fund has not adopted a Rule 12b-1 plan with respect to its Class I or Class R6 shares.
Financial Intermediary Compensation
The term “financial intermediary” refers to any broker/dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, third-party administrator, insurance company, and any other institution having a selling, administration, or any similar agreement with MFD, MFS, or any of their affiliates.
Financial intermediaries receive various forms of compensation in connection with the sale of shares of a fund and/or the servicing of shareholder accounts. Financial intermediaries may receive such compensation (i) in the form of up-front commissions and ongoing asset-based compensation paid by MFD based on sales charges received and expected to be received by MFD from shareholders and Distribution Plan distribution and service payments received by MFD from the fund, (ii) in the form of shareholder servicing payments paid by an affiliate of MFD based on the receipt of such payments by MFD or its affiliates from the fund, and (iii) in the form of payments paid by MFD from MFD’s own additional resources.
Financial intermediaries may receive up-front commissions of up to the following percentage amounts for sales of the following share classes:
SHARE CLASS |
|
UP FRONT COMMISSION AS A
|
|
Class A |
|
4.25 |
% |
Class B |
|
3.75 |
% |
Class C |
|
1.00 |
% |
In addition, financial intermediaries may receive payments from MFD from MFD’s own additional resources as incentives to market the MFS funds, to cooperate with MFD’s promotional efforts and/or in recognition of their marketing, administrative services, and/or
11
MFS Municipal Limited Maturity Fund
transaction processing support. This compensation from MFD is not reflected in the fees and expenses listed in the fee table section of the fund’s prospectus. MFD compensates financial intermediaries based on criteria established by MFD from time to time that consider, among other factors, the distribution potential of the financial intermediary, the types of products and programs offered by the financial intermediary, the level and/or type of marketing and administrative support provided by the financial intermediary, the level of assets attributable to and/or sales by the financial intermediary and the quality of the overall relationship with the financial intermediary.
These additional payments by MFD may take the form of payments to financial intermediaries that provide marketing support and administrative services to MFD with respect to fund shares sold or held through the financial intermediary’s distribution network and/or through programs such as retirement programs, qualified tuition programs, fund supermarkets, fee-based advisory or wrap fee programs, bank trust programs, and insurance (e.g., individual or group annuity) programs. MFD may also make payments to financial intermediaries to help offset the cost associated with client account maintenance support, statement preparation, and transaction processing. To the extent permitted by U.S. Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) rules and other applicable laws and regulations, MFD may make other payments or allow other promotional incentives or payments to financial intermediaries.
The types of payments described above are not exclusive and such payments can be significant to the financial intermediary. In addition, the compensation that financial intermediaries receive may vary by class of shares sold and among financial intermediaries. Depending upon the arrangements in place at any particular time, financial intermediaries may have a financial incentive to recommend a particular fund or share class.
You can find further details in the SAI about the payments made by MFD and its affiliates and the services provided by financial intermediaries. Financial intermediaries may charge you additional fees and/or commissions other than those disclosed in this prospectus. You can ask your financial intermediary for information about any payments it receives from MFD and its affiliates and any services it provides, as well as about fees and/or commissions it charges. Financial intermediaries that sell fund shares may also act as a broker/dealer in connection with a MFS fund’s purchase or sale of portfolio securities. However, the fund and MFS do not consider financial intermediaries’ sales of shares of an MFS fund as a factor when choosing broker/dealers to effect portfolio transactions for the MFS funds.
How To Purchase, Redeem, and Exchange Shares
You may purchase, redeem, and exchange shares of the fund in the manner described below. The fund is generally only available to U.S. residents with a valid U.S. tax identification number (and to certain other qualified investors). If you buy or sell shares of a fund through a retirement account, Section 529 plan, or financial intermediary, the procedures for buying, selling, and exchanging shares of the fund and the features, policies, and fees may differ from those discussed in this prospectus. Investment minimums may be waived or reduced for certain types of investors and investments and your financial intermediary may have additional minimums.
How to Purchase Shares
Your shares will be bought at the offering price (the net asset value per share plus any applicable initial sales charge) next calculated after your purchase order is received in proper form. Your financial intermediary is responsible for transmitting your purchase order to the fund in proper form and in a timely manner. MFSC reserves the right to reject any purchase order that is not in proper form. The specific requirements for proper form depend on the type of account and transaction and the method of purchase; contact MFSC if you have questions about your particular circumstances. Certain restrictions apply to the use of a transfer on death registration. You or your financial intermediary should contact MFSC to obtain a Transfer on Death registration form and for information regarding MFSC’s other requirements for transfer on death registrations. If payment for a purchase order is not received by the time required under applicable law, your purchase order may be cancelled and your financial intermediary could be liable for any costs or losses.
The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders. The fund may stop offering shares completely, or may offer shares only on a limited basis, for a period of time or permanently.
The fund is required by law to obtain from you certain information that will be used to verify the identity of the account owner. If you do not provide the information, the fund will not be able to open your account. The fund must also take certain steps to verify that the account information you provide is correct.
Purchases of Class B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B shares for the same share class of another MFS fund.
Class A, Class B, and Class C Shares. You can establish an account by having your financial intermediary process your purchase or by contacting MFSC directly.
Purchases of Class B shares are subject to a total account value limitation at the time of purchase of $99,999, and purchases of Class C shares are subject to a total account value limitation at the time of purchase of $499,999. If your existing accounts for all share classes held with the MFS funds have a total value equal to $99,999 for Class B share purchases or $499,999 for Class C share purchases, you will not be able to purchase Class B or Class C shares, as applicable. For the purpose of determining your total account value, existing accounts for all share classes held with the MFS funds that are linked under a Letter of Intent or Right of Accumulation will be included.
The fund or its agents may at their discretion accept a purchase request for Class B shares or Class C shares that would otherwise exceed the total account value limitation of $99,999 and $499,999, respectively, under certain circumstances, including purchases by certain types of group or sponsored retirement plans.
Class I and Class R6 Shares. You can establish an account through your financial intermediary or by contacting MFSC directly. You can also establish your account through your MFD representative.
Additional Purchases
You may purchase additional shares through your financial intermediary or MFSC.
Additional Purchases Directly Through MFSC.
● Mail. You may purchase additional shares by mailing a check with your investment instructions to MFSC.
● Telephone. You may purchase additional shares by phone from your pre-designated bank account. You must elect this privilege on your account application or service application. Purchases via telephone are not available for certain types of accounts.
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MFS Municipal Limited Maturity Fund
● Internet. You may purchase additional shares from a pre-designated bank account via the Internet at mfs.com (MFS Access). You must elect this privilege on your account application or service application and establish a password on MFS Access to use this service. Purchases via the Internet are not available for Class R6 shares and certain types of accounts.
● Wire. To purchase additional shares by wire, call MFSC for instructions.
● Automatic Investment Plan. You may purchase additional shares by automatically investing a designated amount from your checking or savings account on any day of the month. You must elect this privilege on your account application or service application.
Additional Purchases Through Your Financial Intermediary. You can have your financial intermediary purchase shares on your behalf. Your financial intermediary will be responsible for furnishing all necessary documents to MFSC and may charge you for this service.
How to Redeem Shares
Your shares will be sold at the net asset value per share next calculated after your redemption order is received in proper form, minus any applicable CDSC and/or other fees. Your financial intermediary is responsible for transmitting your redemption order to the fund in proper form and in a timely manner. MFSC reserves the right to reject any redemption request that is not in proper form. The specific requirements for proper form depend on the type of account and transaction and the method of redemption; contact MFSC if you have questions about your particular circumstances.
In certain circumstances, you will need to have your signature guaranteed and/or submit additional documentation to redeem your shares. In general, no signature guarantee is required for a redemption order for up to $100,000 that is signed by all owners or fiduciaries identified in the account registration, paid as registered, and mailed to the address of record. However, if you have changed your address of record within 30 days of your redemption order, a Medallion signature guarantee will generally be required. A Medallion signature guarantee will also generally be required if you want to send your redemption proceeds to a pre-designated bank account that was added or changed on your account within 30 days of your redemption order.
The fund typically processes your redemption proceeds, after your request is received in proper form, by the end of the next business day for payment by wire and payment processed through DTCC’s Defined Contribution Clearance & Settlement System or Fund/SERV system (financial intermediaries can choose to have payments processed through the Fund/SERV system by the end of the second business day instead of the next business day), and by the end of the second business day for payment by check and Automated Clearing House. However, the fund may delay processing your redemption request for up to seven days. Under unusual circumstances, such as when the NYSE is closed, trading on the NYSE is restricted, or as permitted by the SEC, the fund may suspend redemptions or postpone payment for more than seven days.
If you recently purchased shares and subsequently request a redemption, redemption proceeds (other than in an exchange) for the shares you recently purchased will generally be delayed until money from such purchases sufficient to cover your redemption has been received and collected. Receiving and collecting payment can take up to seven business days after a purchase. You can avoid this delay by purchasing shares by wire transfer.
The fund typically expects to meet redemption requests by holding cash and/or cash equivalents, selling investments, and using overdraft provisions or lines of credit. The fund may also meet redemption requests by redeeming shares in kind for large redemptions or during stressed market conditions. If, during any 90-day period, you redeem shares in an amount greater than the lesser of $250,000 or 1% of fund net assets, and if MFS determines it to be feasible and appropriate, the fund may pay the redemption amount above such threshold by a distribution in kind of portfolio securities (redemption in kind). In the event that the fund makes a redemption in kind, you should expect to incur brokerage and other transaction charges when converting the securities to cash, and the securities will likely increase or decrease in value before you sell them.
You may redeem your shares either by having your financial intermediary process your redemption or by contacting MFSC directly.
Redeeming Directly Through MFSC.
● Mail. To redeem shares by mail, you can send a letter, or the applicable redemption form, to MFSC with the name of the fund, your account number, and the number of shares or dollar amount to be redeemed. MFSC currently charges a fee to send your proceeds via overnight mail.
● Telephone. If a signature guarantee is not required, you can call MFSC to have shares redeemed from your account and proceeds mailed to the address of record on the account. MFSC currently charges a fee to send your proceeds via overnight mail. You can also call MFSC to have shares redeemed from your account and the proceeds sent directly to a pre-designated bank account. You must elect this privilege on your account application or service application if you wish to have proceeds sent to your bank account. Telephone redemptions are not available for certain types of accounts.
● Internet. If a signature guarantee is not required, you can have shares redeemed from your account via the Internet at mfs.com (MFS Access) and the proceeds mailed to the address of record on the account. You can also have shares redeemed from your account via MFS Access and the proceeds sent directly to a pre-designated bank account. You must elect this privilege on your account application or service application and establish a password on MFS Access to use this service. Redemptions via the Internet are not available for Class R6 shares and certain types of accounts.
● Systematic Withdrawal Plan (not available for Class R6 shares). If you have a balance of at least $5,000 in your account in the fund, you may elect to automatically receive (or designate someone else to receive) regular periodic payments (of at least $50 if by check) through an automatic redemption of such classes. The fund may terminate any Systematic Withdrawal Plan for an account if the value of the account falls below $5,000 as a result of share redemptions (other than as a result of a Systematic Withdrawal Plan). Please contact MFSC or your financial intermediary for details.
● Checkwriting. You may redeem your Class A and Class C shares by writing checks against your account. There is no charge for this service. You must elect this privilege on your account application to use this
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MFS Municipal Limited Maturity Fund
service. Shares in your account equal in value to the amount of the check plus the applicable CDSC (if any) and any income tax required to be withheld (if any), are redeemed to cover the amount of the check. If your account value is not great enough to cover these amounts, your check will be dishonored. Checkwriting is not available for all accounts.
Redeeming Through Your Financial Intermediary. You can have your financial intermediary process a redemption on your behalf. Your financial intermediary will be responsible for furnishing all necessary documents to MFSC and may charge you for this service.
Signature Guarantee/Additional Documentation. If a Medallion signature guarantee is required, your signature may be guaranteed by an eligible bank, broker/dealer, credit union, national securities exchange, registered securities association, clearing agency, or savings association that participates in a Medallion program recognized by the Securities Transfer Association. MFSC may require additional documentation for certain types of registrations and under certain circumstances. Signature guarantees and this additional documentation shall be accepted in accordance with policies established by MFSC, and MFSC may, at its discretion, change and make certain exceptions to these requirements. Please contact MFSC with any questions and for the requirements for your particular situation.
Share Certificates. If certificates are outstanding for your shares, you may only redeem such shares by mailing the certificates to MFSC. Telephone, electronic, and systematic withdrawal plan redemptions and checkwriting are not available if certificates are outstanding for your shares.
Involuntary Redemptions. Because it is costly to maintain small accounts, the MFS funds have reserved the right to redeem your Class A, Class B, or Class C shares without your permission when your account contains less than $500 for any reason, including market fluctuation. Before the fund makes such a redemption, you will be notified and given 60 days to increase your investment to at least $500. Certain accounts are not subject to these provisions. Any applicable CDSC will be waived for shares redeemed due to the small size of a shareholder’s account.
In addition, the MFS funds have reserved the right to redeem your shares without your permission in cases of threatening conduct or suspicious, fraudulent, or illegal activity. Any applicable CDSC will be assessed upon redemption of your shares.
How to Exchange Shares
An exchange involves the redemption of shares of one fund and the purchase of shares of another fund.
Exchange Privilege. You can exchange your shares for shares of the same class, if available, of most other MFS funds at their respective net asset values by having your financial intermediary process your exchange request or by contacting MFSC directly.
You can exchange your Class A shares and your Class I shares for shares of MFS U.S. Government Money Market Fund, if available, according to the terms of such fund’s prospectus.
You can exchange your Class R6 shares of the fund for shares of MFS Institutional International Equity Fund, if available, subject to the eligibility requirements for such shares, according to the terms of MFS Institutional International Equity Fund’s prospectus.
Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange. Shares will retain the CDSC schedule in effect based upon a pro rata share of the CDSC from the exchanged fund and the original purchase date of the shares subject to the CDSC.
You should read the prospectus of the MFS fund into which you are exchanging and consider the differences in investment objectives, policies, and risks, and in fees and expenses, before making an exchange. The exchange privilege may be changed or discontinued at any time, and all exchanges are subject to certain limitations and the MFS funds’ policies concerning disruptive trading practices, which are designed to protect the funds and their shareholders from the harmful effects of frequent trading. No more than ten exchanges may be made in any one exchange request by telephone.
The MFS funds allow certain financial intermediaries to place exchange orders on behalf of a group of their discretionary investment advisory clients (“group exchange orders”). As with any exchange request, the funds and their agents reserve the right to reject any group exchange order, and the funds’ agents will generally reject any group exchange order received by the funds or their agents after 1 p.m., Eastern time. In addition, MFD has agreements with certain financial intermediaries which set forth the terms and conditions under which group exchange orders may be placed by these financial intermediaries. These conditions may be more restrictive than those applicable to individual exchange orders, and may include the requirement to provide the funds or their agents with advance notice of group exchange orders.
Automatic Exchange Plan (not available for Class R6 shares). If you have a balance of at least $2,000 in your account in the fund, you may participate in the automatic exchange plan, a dollar-cost averaging program. This plan permits you to make automatic periodic exchanges from your account in the fund for shares of the same class of other MFS funds. Exchanges will generally be made at net asset value without any sales charges; however, you will pay the initial sales charge, if applicable, if you have not already paid this charge on these shares.
Disruptive Trading
General Purchase and Exchange Limitation Policy. The MFS funds reserve the right to restrict, reject, or cancel, without any prior notice, any purchase or exchange order, including transactions believed to represent frequent or other disruptive trading activity. In the event that MFSC rejects or cancels an exchange request, neither the redemption nor the purchase side of the exchange will be processed. Each MFS fund reserves the right to delay for one business day the processing of exchange requests in the event that, in MFSC’s judgment, in consultation with MFS, as appropriate, such delay would be in the fund’s best interest, in which case both the redemption and purchase side of the exchange will receive the funds’ net asset values at the conclusion of the delay period.
Disruptive Trading Risks. To the extent that the MFS funds or their agents are unable to curtail disruptive trading practices in a fund (e.g., frequent trading) or to the extent there are large or frequent redemptions in a fund, these purchases and/or redemptions can interfere with the efficient management of the fund’s portfolio, may result in increased transaction and administrative costs, and may adversely impact the fund’s performance.
To the extent that the fund invests in securities that trade infrequently or are difficult to value, such as the securities of smaller companies, high yield debt instruments, and floating rate loans, the interests of long-term shareholders may be diluted as a result of price arbitrage, a short-term trading strategy that seeks to exploit perceived pricing inefficiencies in the fund’s investments. Such short-term trading strategies may interfere with efficient management of the fund’s portfolio to a greater degree than funds that invest in more frequently traded or liquid securities, in part because the fund may have difficulty selling these portfolio securities at advantageous times or prices to satisfy large and/or frequent redemption requests. Any successful price arbitrage may
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MFS Municipal Limited Maturity Fund
also cause dilution in the value of fund shares held by other shareholders.
Frequent Trading. The fund is not intended to serve as a vehicle for frequent trading. The Board of Trustees of the fund has adopted the purchase and exchange limitation policy described below, which it believes is reasonably designed to discourage frequent fund share transactions. MFSC seeks to monitor and enforce this policy, subject to oversight by the Board of Trustees. The fund may alter its policies at any time without notice to shareholders.
MFSC will generally restrict, reject or cancel purchase and exchange orders into the fund if MFSC determines that an accountholder has made two exchanges, each in an amount of $15,000 or more, out of an account in the fund during a calendar quarter (“two exchange limit”). This policy does not apply to MFS money market funds or to exchanges initiated by a retirement plan trustee or sponsor rather than by a plan participant, and other similar non-discretionary exchanges (e.g., in connection with fund mergers/acquisitions/liquidations). MFSC may make exceptions to this policy if, in its judgment, the transaction does not represent frequent trading activity, such as purchases made through systematic purchase plans (but not systematic exchange plans), payroll contributions, or distribution investment programs. In applying this policy, MFSC considers the information available to it at the time and reserves the right to consider trading effected through multiple accounts that are under common ownership, control, or influence to be trading out of a single account.
Exchanges made on the same day in the same account are aggregated for purposes of counting the number and dollar amount of exchanges made by the accountholder (e.g., an accountholder who on the same day exchanges $16,000 from the fund into two other MFS funds, by exchanging $8,000 into each of the two MFS funds, will be viewed as having made one exchange transaction exceeding $15,000 in value).
Omnibus accounts, in which shares are held in the name of a financial intermediary on behalf of multiple underlying shareholders, are a common form of holding shares among certain financial intermediaries such as brokers, retirement and Section 529 plans, investment advisers, and insurance companies.
Financial intermediaries are required to reject any purchase or exchange orders in the fund if they believe the orders represent frequent trading activity unless they notify MFSC or an affiliate in writing that they do not monitor for frequent trading (“Waived Financial Intermediary”). With respect to Waived Financial Intermediaries, MFSC will take action reasonably designed to discourage frequent trading that is not in the best interests of the fund by the customers of such Waived Financial Intermediary, including requesting underlying shareholder account data more frequently than from other financial intermediaries.
With respect to omnibus accounts that provide MFSC with underlying shareholder data daily, MFSC will apply the two exchange limit directly to underlying shareholders. For all other accounts which MFSC determines are omnibus accounts, MFSC will apply the two exchange limit to the omnibus account itself. Applying the two exchange limit to the omnibus account itself will not necessarily detect violations of the two exchange limit by underlying shareholders. If the financial intermediary associated with an omnibus account that has triggered the two exchange limit demonstrates to MFSC, as determined in MFSC’s sole discretion, that no single underlying shareholder triggered the two exchange limit, then MFSC will remove any restrictions, rejections or cancellations imposed on the account. If the financial intermediary demonstrates to MFSC that a single underlying shareholder triggered the two exchange limit and that the financial intermediary itself will apply applicable restrictions, rejections or cancellations to that underlying shareholder, MFSC will likewise remove any restrictions, rejections or cancellations imposed on the omnibus account. Otherwise, MFSC will continue to apply the two exchange limit to the omnibus account.
Certain financial intermediaries may use procedures to restrict frequent trading by their customers who invest in the fund while others may not employ any procedures to restrict frequent trading. Such procedures, if any, may be less restrictive than the fund’s purchase and exchange limitation policy, may permit transactions not permitted by the fund’s purchase and exchange limitation policy, including transactions in excess of the two exchange limit, and/or may prohibit transactions not subject to the fund’s purchase and exchange limitation policy. You should consult your financial intermediary about any restrictions it imposes on frequent trading.
There is no assurance that MFSC will be able to detect or prevent frequent trading. Shareholders seeking to engage in frequent trading practices may deploy a variety of strategies to avoid detection, and MFSC is generally not able to identify trading by a particular underlying shareholder within an omnibus account, which makes it difficult or impossible to determine if a particular underlying shareholder is engaged in frequent trading.
MFSC reviews trading activity to detect trading activity that may be indicative of frequent trading based on its internal parameters for detecting frequent trading, including reviewing transactions (including exchanges) that exceed a certain dollar amount, transactions involving similar dollar amounts, or transactions that occur close in time to other transactions in the same account or in multiple accounts that are under common ownership or influence. Any or all of these parameters (including those not listed) may change at any time. If MFSC detects suspicious trading activity at the omnibus account level, it will contact the financial intermediary to request underlying shareholder level activity to determine whether there is underlying shareholder level frequent trading. However, the underlying shareholder data received may not reflect information about the ultimate underlying shareholders because there may be multiple layers of omnibus accounts. If frequent trading is identified, MFSC will take appropriate action, such as requesting the financial intermediary to prohibit purchases into the account by the underlying shareholder, requiring purchases by the underlying shareholder to be submitted only by mail, or prohibiting purchases from the financial intermediary.
MFSC’s ability to monitor and deter frequent trading in omnibus accounts depends on, among other factors, the frequency with which MFSC requests underlying shareholder account data from omnibus accounts. MFSC expects to request underlying shareholder data based on its assessment of the likelihood of frequent trading by underlying shareholders among other factors. MFSC expects to request underlying shareholder data from Waived Financial Intermediaries more frequently than from other financial intermediaries. There is no assurance that MFSC will request data with sufficient frequency to detect or prevent frequent trading in omnibus accounts effectively.
Other Considerations
Unauthorized Transactions. MFS will not be responsible for losses that result from unauthorized transactions unless MFSC does not follow procedures reasonably designed to verify your identity. If an account has more than one owner or authorized person, MFSC will accept telephone and online instructions from any one owner or authorized person, except MFSC will require instructions for a redemption from all trustees of trust accounts registered with multiple trustees. It is important that you contact MFSC immediately about any transactions made through MFSC you believe to be unauthorized.
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MFS Municipal Limited Maturity Fund
Ability to Contact MFSC. Certain methods of contacting MFSC, such as by mail, telephone, or electronically, may be unavailable or delayed (for example, after natural disasters, during periods of significant/major political, social, or economic instability, or in the event of a cyber security incident).
Unclaimed Accounts and Uncashed Checks. If your account has no activity for a certain period of time and/or mail sent to you on behalf of the fund is returned by the post office, the fund may be required to transfer your account and any assets related to uncashed checks to the appropriate state under the state’s abandoned property laws. To avoid such action, it is important to keep your account address up to date and periodically communicate with the fund, MFSC, or your financial intermediary. When a traditional IRA account is transferred to a state as abandoned property, the Internal Revenue Service considers the transfer a taxable distribution subject to federal income tax withholding and reporting. The fund and MFSC will not be liable to shareholders or their representatives for good faith compliance with abandoned property laws.
Reservation of Other Rights. In addition to the rights expressly stated elsewhere in this prospectus, subject to applicable rules, laws, and regulations, MFSC reserves the right to: 1) alter, add, or discontinue any conditions of purchase, redemption, service, or privilege at any time without notice; 2) freeze any account or suspend account services when MFSC has received reasonable notice (written or otherwise) of a dispute between registered or beneficial account owners or when MFSC believes a fraudulent transaction may occur or has occurred; and 3) change, impose, discontinue, or waive any fee it charges.
Anti-Money Laundering Restrictions. Federal law requires the fund to implement policies and procedures reasonably designed to prevent, detect and report money laundering and other illegal activity. The fund, consistent with applicable federal law, may redeem your shares and close your account; suspend, restrict or cancel purchase and redemption orders; process redemption requests and withhold your proceeds; and take other action if it is unable to verify your identity within a reasonable time or conduct required due diligence on your account or as otherwise permitted by its anti-money laundering policies and procedures. Any applicable CDSC will be assessed upon redemption of your shares.
Confirmations in Quarterly Statements. Transactions made under certain periodic investment and withdrawal programs (including reinvestment plans) will be confirmed on quarterly account statements.
Other Information
Valuation
The price of each class of the fund’s shares is based on its net asset value. The net asset value of each class of shares is determined each day the NYSE is open for trading as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time). However, net asset value may be calculated earlier in emergency situations or as otherwise permitted by the SEC. Net asset value per share is computed by dividing the net assets allocated to each share class by the number of shares outstanding for that class. On days when the NYSE is closed (such as weekends and holidays), net asset value is not calculated, and the fund does not transact purchase and redemption orders. To the extent the fund’s assets are traded in other markets on days when the fund does not price its shares, the value of the fund’s assets will likely change when you will not be able to purchase or redeem shares of the fund.
To determine net asset value, the fund’s investments for which reliable market quotations are readily available are valued at market value, and funds in which the fund invests are generally valued at their net asset value per share. Certain short term debt instruments may be valued at amortized cost.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to MFS pursuant to valuation policies and procedures approved by the Board of Trustees. If MFS determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by MFS in accordance with such procedures under the oversight of the Board of Trustees.
Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. These valuations can be based on both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.
In addition, investments may be valued at fair value if MFS determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as a foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. MFS generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment.
The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Distributions
The fund intends to declare a dividend daily and to pay any dividends to shareholders at least monthly.
Any capital gains are distributed at least annually.
Distribution Options
The following distribution options are generally available for Class A, Class B, Class C, and Class I shares:
● Dividend and capital gain distributions automatically reinvested in additional shares (this option will be assigned if no other option is specified);
● Dividend distributions in cash; capital gain distributions automatically reinvested in additional shares;
● Dividend and capital gain distributions in cash; or
● Dividend and capital gain distributions automatically reinvested into the same class of shares of another MFS fund (not available for Class B shares).
Not all options are available for every class or every account.
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Dividends and capital gain distributions for Class R6 shares can only be reinvested in additional shares of the fund, except certain institutional shareholders, shareholders who purchase shares through brokerage programs of certain financial intermediaries, and shareholders who purchase shares through asset-based fee programs of certain financial intermediaries may elect any of the other distribution options described above.
The distribution option for accounts with dividend distributions of less than $10 generally will be changed to reinvestment in additional shares of the fund. If you have elected to receive distributions in cash, and the postal service is unable to deliver checks to your address of record, or you do not respond to mailings from MFSC with regard to uncashed distribution checks, your distribution option may be converted to having all distributions reinvested in additional shares. You should contact MFSC to change your distribution option, and your request to do so must be received by MFSC before the record date for a distribution in order to be effective for that distribution. No interest will accrue on amounts represented by uncashed distribution checks.
Tax Considerations
The following discussion is very general. You are urged to consult your tax adviser regarding the effect that an investment in the fund will have on your particular tax situation, including possible foreign, state, and local taxes. This discussion does not apply to shares of the fund held through tax-advantaged retirement plans or by shareholders that are not “U.S. persons” under the Internal Revenue Code of 1986, as amended.
The fund expects to distribute substantially all of its income and gains annually. You may receive three different types of distributions from the fund: exempt-interest dividends; ordinary dividends; and capital gain dividends. Most distributions will be exempt-interest dividends, which are exempt from federal income tax. Ordinary dividends are normally subject to federal income tax at ordinary income tax rates. (The fund does not expect any distributions to be treated as qualified dividend income, which is taxed to individuals at reduced rates.) Distributions designated as capital gain dividends are taxable as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates. Any taxes that you pay on a distribution will be the same whether you receive the distribution in cash or have it reinvested in additional shares of the fund. If you buy shares when a fund has realized but not yet distributed ordinary income or capital gains, you will pay full price for the shares and then receive a portion back as a taxable distribution.
Any gain resulting from the redemption, sale, or exchange of your shares will generally also be subject to tax.
The fund’s investments in certain debt instruments may cause the fund to recognize income in excess of the cash generated by such instruments. Thus, the fund could be required at times to liquidate other investments in order to satisfy its distribution requirements.
If you receive social security or railroad retirement benefits, you should consult your tax adviser to determine what effect, if any, an investment in the fund may have on the federal taxation of your benefits. In addition, an investment in the fund may result in liability for federal alternative minimum tax for individual shareholders.
A 3.8% Medicare contribution tax is generally imposed on distributions paid by the fund (other than exempt-interest dividends, if any) to, and net gains recognized on the sale, redemption, exchange, or other taxable disposition of shares of the fund by certain individuals, estates and trusts to the extent their income exceeds certain threshold amounts.
The Form 1099 that is provided to you early each year details your distributions from the fund and how they are treated for federal tax purposes, and cost basis information for shares purchased on or after January 1, 2012, that you redeemed, sold, or exchanged. Our default method for calculating cost basis is average cost basis. More information about other cost basis methods and a cost basis selection/change form are available on mfs.com. If your account is held by your financial intermediary, you must contact your financial intermediary to obtain information about available cost basis methods and cost basis elections for your account.
Information about the Summary Prospectus, Prospectus, and SAI
The summary prospectus, prospectus, and SAI for a fund provide information concerning the fund. The summary prospectus, prospectus, and SAI are updated at least annually and any information provided in a summary prospectus, prospectus, or SAI can be changed without a shareholder vote unless specifically stated otherwise. The summary prospectus, prospectus, and SAI are not contracts between the fund and its shareholders and do not give rise to any contractual rights or obligations or any shareholder rights other than any rights conferred explicitly by federal or state securities laws that may not be waived.
Provision of Financial Reports and Summary Prospectuses
The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one paper copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.
Additional Information on Fees and Expenses and Performance
Fees and Expenses
The annual fund operating expenses shown in “Fees and Expenses” are based on annualized expenses reported during the fund’s most recently completed fiscal year expressed as a percentage of a class’ average net assets during the period. Annual fund operating expenses have not been adjusted to reflect the fund’s current asset size. In general, annual fund operating expenses, expressed as a percentage of a class’ average net assets, increase as the fund’s assets decrease. Annual fund operating expenses will likely vary from year to year.
Performance Information
All performance information shown in the “Class A Bar Chart” and the “Performance Table” reflects any applicable fee reductions and waivers and expense reimbursements in effect during the periods shown; without these, the performance would have been lower.
From time to time, the fund may receive proceeds from litigation settlements, without which performance would be lower.
The fund commenced operations on March 17, 1992, with the offering of Class A shares, and subsequently offered Class B shares on September 7, 1993, Class C shares on July 1, 1994, Class I shares on August 30, 2010, and Class R6 shares on September 1, 2017.
In the “Performance Table,” performance for each of Class I and Class R6 shares includes the performance of the fund’s Class A shares, adjusted to take into account differences in sales loads and
17
MFS Municipal Limited Maturity Fund
class specific operating expenses (such as Rule 12b-1 fees), if any, for periods prior to their offering.
18
MFS Municipal Limited Maturity Fund
Financial Highlights
The financial highlights are intended to help you understand a fund’s financial performance for the past five years (or life of a particular class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the financial highlights represent the rate by which an investor would have earned (or lost) on an investment in a fund (assuming reinvestment of all distributions) held for the entire period. This information has been audited by the fund’s independent registered public accounting firm, whose report, together with the fund’s financial statements, is included in the fund’s Annual Report to shareholders. The fund’s Annual Report is available upon request by contacting MFSC (please see back cover for address and telephone number). The fund’s independent registered public accounting firm is Deloitte & Touche LLP.
Class A
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
8.16 |
|
$ |
7.99 |
|
$ |
8.11 |
|
$ |
8.23 |
|
$ |
8.16 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.16 |
|
$ |
0.18 |
|
$ |
0.17 |
|
$ |
0.16 |
(c) |
$ |
0.15 |
|
Net realized and unrealized gain (loss) |
|
(0.09 |
) |
0.16 |
|
(0.12 |
) |
(0.12 |
) |
0.06 |
|
|||||
Total from investment operations |
|
$ |
0.07 |
|
$ |
0.34 |
|
$ |
0.05 |
|
$ |
0.04 |
|
$ |
0.21 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.17 |
) |
$ |
(0.17 |
) |
$ |
(0.17 |
) |
$ |
(0.16 |
) |
$ |
(0.14 |
) |
Net asset value, end of period (x) |
|
$ |
8.06 |
|
$ |
8.16 |
|
$ |
7.99 |
|
$ |
8.11 |
|
$ |
8.23 |
|
Total return (%) (r)(s)(t)(x) |
|
0.78 |
|
4.36 |
|
0.60 |
|
0.47 |
(c) |
2.63 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.78 |
|
0.78 |
|
0.79 |
|
0.80 |
(c) |
0.80 |
|
|||||
Expenses after expense reductions (f) |
|
0.66 |
|
0.67 |
|
0.69 |
|
0.69 |
(c) |
0.69 |
|
|||||
Net investment income (loss) |
|
1.97 |
|
2.18 |
|
2.06 |
|
1.95 |
(c) |
1.82 |
|
|||||
Portfolio turnover |
|
24 |
|
32 |
|
33 |
|
27 |
|
24 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
1,060,370 |
|
$ |
817,277 |
|
$ |
692,006 |
|
$ |
647,875 |
|
$ |
703,594 |
|
Class B
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
8.15 |
|
$ |
7.98 |
|
$ |
8.10 |
|
$ |
8.22 |
|
$ |
8.15 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.10 |
|
$ |
0.12 |
|
$ |
0.11 |
|
$ |
0.10 |
(c) |
$ |
0.09 |
|
Net realized and unrealized gain (loss) |
|
(0.10 |
) |
0.16 |
|
(0.12 |
) |
(0.12 |
) |
0.06 |
|
|||||
Total from investment operations |
|
$ |
0.00 |
|
$ |
0.28 |
|
$ |
(0.01 |
) |
$ |
(0.02 |
) |
$ |
0.15 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.10 |
) |
$ |
(0.11 |
) |
$ |
(0.11 |
) |
$ |
(0.10 |
) |
$ |
(0.08 |
) |
Net asset value, end of period (x) |
|
$ |
8.05 |
|
$ |
8.15 |
|
$ |
7.98 |
|
$ |
8.10 |
|
$ |
8.22 |
|
Total return (%) (r)(s)(t)(x) |
|
0.03 |
|
3.59 |
|
(0.15 |
) |
(0.28 |
)(c) |
1.87 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.53 |
|
1.53 |
|
1.55 |
|
1.55 |
(c) |
1.55 |
|
|||||
Expenses after expense reductions (f) |
|
1.42 |
|
1.42 |
|
1.44 |
|
1.44 |
(c) |
1.45 |
|
|||||
Net investment income (loss) |
|
1.25 |
|
1.43 |
|
1.32 |
|
1.21 |
(c) |
1.08 |
|
|||||
Portfolio turnover |
|
24 |
|
32 |
|
33 |
|
27 |
|
24 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
470 |
|
$ |
902 |
|
$ |
1,008 |
|
$ |
1,367 |
|
$ |
1,945 |
|
19
MFS Municipal Limited Maturity Fund
Class C
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
8.16 |
|
$ |
7.99 |
|
$ |
8.11 |
|
$ |
8.24 |
|
$ |
8.16 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.09 |
|
$ |
0.11 |
|
$ |
0.10 |
|
$ |
0.09 |
(c) |
$ |
0.08 |
|
Net realized and unrealized gain (loss) |
|
(0.09 |
) |
0.17 |
|
(0.12 |
) |
(0.13 |
) |
0.07 |
|
|||||
Total from investment operations |
|
$ |
0.00 |
|
$ |
0.28 |
|
$ |
(0.02 |
) |
$ |
(0.04 |
) |
$ |
0.15 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.10 |
) |
$ |
(0.11 |
) |
$ |
(0.10 |
) |
$ |
(0.09 |
) |
$ |
(0.07 |
) |
Net asset value, end of period (x) |
|
$ |
8.06 |
|
$ |
8.16 |
|
$ |
7.99 |
|
$ |
8.11 |
|
$ |
8.24 |
|
Total return (%) (r)(s)(t)(x) |
|
(0.07 |
) |
3.49 |
|
(0.25 |
) |
(0.50 |
)(c) |
1.88 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.53 |
|
1.53 |
|
1.55 |
|
1.55 |
(c) |
1.55 |
|
|||||
Expenses after expense reductions (f) |
|
1.52 |
|
1.52 |
|
1.54 |
|
1.54 |
(c) |
1.54 |
|
|||||
Net investment income (loss) |
|
1.14 |
|
1.33 |
|
1.22 |
|
1.11 |
(c) |
0.97 |
|
|||||
Portfolio turnover |
|
24 |
|
32 |
|
33 |
|
27 |
|
24 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
78,365 |
|
$ |
89,702 |
|
$ |
105,269 |
|
$ |
128,146 |
|
$ |
139,554 |
|
Class I
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
8.15 |
|
$ |
7.98 |
|
$ |
8.10 |
|
$ |
8.22 |
|
$ |
8.15 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.18 |
|
$ |
0.19 |
|
$ |
0.18 |
|
$ |
0.17 |
(c) |
$ |
0.16 |
|
Net realized and unrealized gain (loss) |
|
(0.10 |
) |
0.17 |
|
(0.12 |
) |
(0.12 |
) |
0.06 |
|
|||||
Total from investment operations |
|
$ |
0.08 |
|
$ |
0.36 |
|
$ |
0.06 |
|
$ |
0.05 |
|
$ |
0.22 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.18 |
) |
$ |
(0.19 |
) |
$ |
(0.18 |
) |
$ |
(0.17 |
) |
$ |
(0.15 |
) |
Net asset value, end of period (x) |
|
$ |
8.05 |
|
$ |
8.15 |
|
$ |
7.98 |
|
$ |
8.10 |
|
$ |
8.22 |
|
Total return (%) (r)(s)(t)(x) |
|
0.92 |
|
4.52 |
|
0.75 |
|
0.61 |
(c) |
2.79 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.53 |
|
0.53 |
|
0.54 |
|
0.55 |
(c) |
0.55 |
|
|||||
Expenses after expense reductions (f) |
|
0.52 |
|
0.52 |
|
0.54 |
|
0.54 |
(c) |
0.54 |
|
|||||
Net investment income (loss) |
|
2.12 |
|
2.33 |
|
2.21 |
|
2.11 |
(c) |
1.96 |
|
|||||
Portfolio turnover |
|
24 |
|
32 |
|
33 |
|
27 |
|
24 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
1,128,577 |
|
$ |
957,507 |
|
$ |
756,720 |
|
$ |
876,126 |
|
$ |
651,872 |
|
20
MFS Municipal Limited Maturity Fund
Class R6
|
|
Year ended |
|
|||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18(i) |
|
|||
Net asset value, beginning of period |
|
$ |
8.15 |
|
$ |
7.98 |
|
$ |
8.19 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|||
Net investment income (loss) (d) |
|
$ |
0.18 |
|
$ |
0.19 |
|
$ |
0.12 |
|
Net realized and unrealized gain (loss) |
|
(0.10 |
) |
0.17 |
|
(0.21 |
) |
|||
Total from investment operations |
|
$ |
0.08 |
|
$ |
0.36 |
|
$ |
(0.09 |
) |
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|||
From net investment income |
|
$ |
(0.18 |
) |
$ |
(0.19 |
) |
$ |
(0.12 |
) |
Net asset value, end of period (x) |
|
$ |
8.05 |
|
$ |
8.15 |
|
$ |
7.98 |
|
Total return (%) (r)(s)(t)(x) |
|
1.00 |
|
4.60 |
|
(1.06 |
)(n) |
|||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|||
Expenses before expense reductions (f) |
|
0.45 |
|
0.45 |
|
0.46 |
(a) |
|||
Expenses after expense reductions (f) |
|
0.44 |
|
0.44 |
|
0.45 |
(a) |
|||
Net investment income (loss) |
|
2.21 |
|
2.40 |
|
2.30 |
(a) |
|||
Portfolio turnover |
|
24 |
|
32 |
|
33 |
|
|||
Net assets at end of period (000 omitted) |
|
$ |
249,695 |
|
$ |
245,575 |
|
$ |
280,725 |
|
(a) Annualized.
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(i) For Class R6, the period is from the class inception, September 1, 2017, through the stated period end.
(n) Not annualized.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
21
MFS Municipal Limited Maturity Fund
Appendix A - Waivers and Reductions of Sales Charges
This Appendix sets forth the various circumstances in which the initial sales charge (“ISC”) and/or the CDSC is waived or reduced for the MFS funds’ share classes. The waivers and reductions that are applicable to your transaction depend on your financial intermediary and the type of account and transaction. You should contact your financial intermediary if you have questions on the waivers and reductions that apply to your account and/or transaction type, including whether your account is maintained at an omnibus level with the fund by your financial intermediary. The following Categories of waivers and reductions apply:
● Merrill Lynch – If Merrill Lynch is the record owner of your shares and/or broker of record on your account and the account is maintained at an omnibus level by Merrill Lynch with the fund, Category II waivers apply.
● Ameriprise Financial – If Ameriprise Financial is the record owner and/or broker of record on your account invested in Class A shares and the account is maintained at an omnibus level by Ameriprise Financial with the fund, Category III waivers apply.
● Morgan Stanley – If Morgan Stanley is the record owner and/or broker of record on your account invested in Class A shares of the fund and the account is a Morgan Stanley Wealth Management transactional brokerage account maintained at an omnibus level by Morgan Stanley with the fund, the Class A ISC waivers set forth in Category IV apply.
● Raymond James – If you are invested in shares of the fund through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, and the account is maintained at an omnibus level by Raymond James with the fund, Category V waivers apply.
● Janney Montgomery Scott LLC (“Janney”) – If you are invested in shares of the fund through an account maintained at an omnibus level by or on behalf of Janney with the fund, Category VI waivers apply.
● Edward Jones – Effective on or after May 1, 2020, if you are invested in shares of the fund through an Edward Jones platform or account maintained at an omnibus level by Edward Jones with the fund, Category VII waivers apply.
● D.A. Davidson & Co. (“D.A. Davidson”) – If you are invested in shares of the fund through a D.A. Davidson platform or account maintained at an omnibus level by or on behalf of D.A. Davidson with the fund, Category VIII waivers apply.
● Baird – If you are invested in shares through a Baird platform or account maintained at an omnibus level by or on behalf of Baird with the fund, Category IX waivers apply.
● All Others – Category I waivers apply to other accounts and transactions that do not otherwise fall under Category II – IX.
Not all MFS funds offer each share class. In order to qualify for a sales charge waiver or reduction, you must advise MFSC or your financial intermediary that you are eligible for the waiver at the time of purchase and/or redemption. The fund, MFS, and their affiliates reserve the right to eliminate, modify, and add waivers and reductions of sales charges at any time at their discretion.
Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange. Shares will retain the CDSC schedule in effect prior to an exchange based upon a pro rata share of the CDSC from the exchanged fund and the original purchase date of the shares subject to the CDSC. If you exchange your shares out of MFS U.S. Government Money Market Fund into Class A shares of any other MFS fund, or if you exchange your shares out of MFS U.S. Government Cash Reserve Fund into Class A shares or Class 529A shares of any other MFS fund, you will pay the initial sales charge, if applicable, if you have not already paid this charge on these shares. You will not pay the initial sales charge if:
● the shares exchanged from either MFS fund were acquired by an exchange from any other MFS fund;
● the shares exchanged from either MFS fund were acquired by automatic investment of distributions from any other MFS fund; or
● the shares being exchanged would have, at the time of purchase, been eligible for purchase at net asset value had you invested directly in the MFS fund into which the exchange is being made.
In addition, transfers, rollovers, or other transactions from an account to a second account that purchases shares of the same class of the same fund or another MFS fund will not be charged the CDSC or ISC, as applicable, provided that the redemption order from the first account and the purchase order for the second account are combined into a single order for the transfer, rollover, or other transaction, and MFSC has available to it the necessary information about the CDSC applicable to the first account. Shares will retain the CDSC schedule in effect based upon a pro rata share of the CDSC from the fund in the first account and the original purchase date of the shares subject to the CDSC. You should contact your financial intermediary or MFSC if you have questions on the sales charge waivers and reductions that apply in a transfer between accounts, including whether MFSC has the required information.
The CDSC may be waived from time to time pursuant to Conduct Rule 2341 of the Financial Industry Regulatory Authority (“FINRA”).
With respect to MFS Municipal Income Fund, all references to Class A shares shall also apply to Class A1 shares and all references to Class B shares shall also apply to Class B1 shares.
A-1
MFS Municipal Limited Maturity Fund
WAIVERS AND REDUCTIONS
Financial Intermediary Category I
Eligible Accounts: Accounts that are not Eligible for Financial Intermediary Categories II – IX
As used below, the term “ESP” refers to employer sponsored plans; the term “SRO” refers to salary reduction only plans; the term “Employer Retirement Plans” includes 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans any of whose accounts are maintained by the fund at an omnibus level; the term “IRA” refers to traditional, Roth, rollover, SEP and SIMPLE IRAs; the term “ERISA” refers to the Employment Retirement Income Security Act of 1974, as amended.
GENERAL WAIVERS
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
A. Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by automatic reinvestment of distributions of dividends and capital gains of any MFS fund into the same class of shares of another MFS fund. |
|
√ |
|
√ |
|
√ |
|
√ |
B. Affiliates of Funds/Certain Financial Advisers |
|
|
|
|
|
|
|
|
Shares acquired by officers, eligible directors, employees (including former employees) and agents of MFS, Sun Life Financial, or any of their subsidiary companies. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by trustees and former trustees of any investment company for which MFD serves as distributor. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by employees, directors, partners, officers and trustees of any subadvisor to any MFS fund. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by certain family members of any such individual identified above and their spouses (or legal equivalent under applicable state law), and certain trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, provided the shares are not resold except to the fund which issued the shares. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by employees or registered representatives (including former employees) of financial intermediaries that have a selling agreement with MFD or an employee’s spouse (or legal equivalent under applicable state law) or employee’s children under the age of 21. For employees or registered representatives of such financial intermediaries who established an account with MFS prior to May 1, 2006, shares acquired by certain family members of employees or registered representatives of financial intermediaries and their spouses (or legal equivalent under applicable state law), and certain trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, provided the shares are not resold except to the fund which issued the shares. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by institutional clients of MFS or MFS Institutional Advisors, Inc. |
|
√ |
|
√ |
|
√ |
|
√ |
C. Involuntary Redemptions |
|
|
|
|
|
|
|
|
Shares redeemed at a fund’s direction due to the small size of a shareholder’s account. |
|
|
|
√ |
|
√ |
|
√ |
D. Investment of Proceeds From Certain Redemptions of Class I Shares |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A or Class 529A shares and the contingent deferred sales charge imposed on certain redemptions of Class A shares, are waived with respect to Class A or Class 529A shares acquired of any MFS fund through the immediate reinvestment of the proceeds of a redemption of Class I shares of any MFS fund. |
|
√ |
|
√ |
|
|
|
|
E. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A and Class 529A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
A-2
MFS Municipal Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
F. Death of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death of the account owner (e.g., shares redeemed by the estate or any transferee of the shares from the estate) if the shares were held solely in the deceased individual’s name, or for the benefit of the deceased individual. |
|
|
|
√ |
|
√ |
|
√ |
G. Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the disability of the account owner if shares are held either solely or jointly in the disabled individual’s name or for the benefit of the disabled individual (in which case a disability certification form is required to be submitted to MFSC), or shares redeemed on account of the disability of the 529 account beneficiary. |
|
|
|
√ |
|
√ |
|
√ |
H. Asset-based Fee Programs |
|
|
|
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|
|
|
|
Shares acquired by investors who purchase shares through asset-based fee programs available through financial intermediaries. |
|
√ |
|
√ |
|
|
|
|
I. Insurance Company Separate Accounts |
|
|
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|
|
Shares acquired by insurance company separate accounts. |
|
√ |
|
√ |
|
|
|
|
J. No Commissions Paid |
|
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|
|
Shares redeemed where MFD has not paid an up-front commission with respect to the sale of the shares, provided that such arrangement meets certain conditions established by MFD from time to time. |
|
|
|
√ |
|
√ |
|
√ |
K. Conversions |
|
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|
|
In connection with a conversion from Class A shares to Class I shares of the same fund. |
|
|
|
√ |
|
|
|
|
In connection with a conversion from Class A shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
|
√ |
|
|
|
|
In connection with a conversion from Class B shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
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|
√ |
|
|
In connection with a conversion from Class C shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
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|
|
√ |
In connection with a conversion from Class I shares to Class A shares of the same fund. |
|
√ |
|
√ |
|
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|
|
In connection with an automatic conversion from Class B or Class 529B shares to Class A or Class 529A shares, respectively, of the same fund. |
|
√ |
|
√ |
|
|
|
|
In connection with an automatic conversion from Class C or Class 529C shares to Class A or Class 529A shares, respectively, of the same fund. |
|
√ |
|
√ |
|
|
|
|
In connection with a conversion from Class C or Class 529C shares to Class A or Class 529A shares, respectively, of the same fund if the shareholder’s financial intermediary provides written notification to MFD prior to such conversion that the intermediary has determined that Class A or Class 529A was the appropriate share class at the time of purchase for such shareholder and receives approval of such conversion by MFD. |
|
√ |
|
√ |
|
|
|
√ |
L. Exchanges |
|
|
|
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|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived on shares purchased pursuant to an Automatic Exchange Plan. |
|
√ |
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A or Class 529A shares is waived when shares are purchased by exchange from another MFS fund. |
|
√ |
|
|
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|
|
M. Reinstatement Privilege |
|
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|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased pursuant to the Reinstatement Privilege as described below. |
|
√ |
|
|
|
|
|
|
N. Large Purchases |
|
|
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|
|
|
|
The initial sales charge imposed on purchases of Class A/Class 529A shares is waived in the following transactions: ● Purchases of $1 million or more for funds with an initial sales charge of 5.75% (MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Growth Allocation Fund, MFS Moderate Allocation Fund, and MFS Total Return Fund are excluded); |
|
√ |
|
|
|
|
|
|
A-3
MFS Municipal Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
● Purchases of $500,000 or more for funds with an initial sales charge of 4.25% or 2.50%; or ● Purchases of $250,000 or more for the MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Growth Allocation Fund, MFS Moderate Allocation Fund, and MFS Total Return Fund. Letter of Intent or Right of Accumulation provisions may apply for purposes of determining purchase amount as described below. |
|
|
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O. Miscellaneous |
|
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|
|
In connection with settlements reached between certain broker/dealers and the Financial Industry Regulatory Authority, SEC, and/or other regulatory bodies regarding sales of Class B, Class 529B, Class C, and Class 529C shares in excess of certain dollar thresholds, the fund will, at times, permit shareholders who are clients of these firms to redeem Class B, Class 529B, Class C, and Class 529C shares of the fund and concurrently purchase Class A or Class 529A shares without paying an initial sales charge. |
|
√ |
|
√ |
|
|
|
|
The initial sales charge imposed on purchases of Class A shares, and the CDSC imposed on certain redemptions of Class 529B and Class 529C shares, are waived where Class A, Class B and Class C shares are acquired following reinvestment of proceeds of a redemption of Class 529A, Class 529B and Class 529C shares, respectively, of the same fund; provided however, that any applicable CDSC liability on the Class 529B or Class 529C shares redeemed will carry over to the Class B or Class C shares acquired for purposes of calculating the CDSC, the length of time you have owned your Class B or Class C shares will be measured from the date of the original purchase of the Class 529B or Class 529C shares redeemed. |
|
√ |
|
|
|
√ |
|
√ |
P. Self-Directed Brokerage Account Platforms (Class A shares only) |
|
|
|
|
|
|
|
|
Shares acquired through a self-directed brokerage account platform (that may or may not charge a transaction fee to investors) offered by a financial intermediary who has entered into an agreement with MFD to offer fund shares through such platform. As of the date of this prospectus, the following financial intermediaries had entered into an agreement with MFD to offer fund shares through such a platform: Charles Schwab & Co. Inc.; National Financial Services LLC; Fidelity Brokerage Services LLC; J.P. Morgan Securities LLC; Morgan Stanley Smith Barney LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Nationwide Financial Services, Inc. |
|
√ |
|
√ |
|
|
|
|
Q. LPL Mutual Funds Only Platform (Class A shares only) |
|
|
|
|
|
|
|
|
Shares acquired through the Mutual Fund Only Platform or other similar platform offered by LPL Financial LLC who has entered into an agreement with MFD to offer fund shares through such platform. |
|
√ |
|
√ |
|
|
|
|
R. Stifel, Nicolaus & Company, Inc. (“Stifel”) Accounts Maintained at an Omnibus Level (Class A shares only) |
|
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|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the fund in the 7th year following the anniversary of the purchase date or earlier at the discretion of Stifel, but in no event earlier than the expiration of the applicable Class C CDSC. |
|
√ |
|
|
|
|
|
|
WAIVERS FOR RETIREMENT PLANS
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class A
|
|
Class
|
|
Class
|
|
Class
|
A. General Waivers |
|
|
|
|
|
|
|
|
Employer Retirement Plans. |
|
√ |
|
√ |
|
|
|
|
B. Benefit Responsive Waivers |
|
|
|
|
|
|
|
|
Distributions made from an IRA, SAR-SEP or a 403(b) SRO Plan pursuant to Section 72(t) of the Internal Revenue Code of 1986, as amended. |
|
|
|
√ |
|
√ |
|
√ |
Death, disability or retirement of 401(a) or ESP Plan participant, or death or disability of IRA owner, SAR-SEP Plan participant or 403(b) SRO Plan participant. |
|
|
|
√ |
|
√ |
|
√ |
Eligible participant distributions, such as distributions due to death, disability, financial hardship, retirement and termination of employment from nonqualified deferred compensation plans (excluding, however, a termination of a plan). |
|
|
|
√ |
|
√ |
|
√ |
A-4
MFS Municipal Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class A
|
|
Class
|
|
Class
|
|
Class
|
Loan from 401(a) or ESP Plan. |
|
|
|
√ |
|
√ |
|
√ |
Financial hardship (as defined in Treasury Regulation Section 1.401(k)-l(d)(2), as amended from time to time) for 401(a) Plans and ESP Plans. |
|
|
|
√ |
|
√ |
|
√ |
Termination of employment of 401(a) or ESP Plan participant (excluding, however, a termination of the Plan). |
|
|
|
√ |
|
√ |
|
√ |
Tax-free return of excess 401(a) Plan, ESP Plan, IRA or SAR-SEP contributions. |
|
|
|
√ |
|
√ |
|
√ |
Certain involuntary redemptions and redemptions in connection with certain automatic withdrawals from a 401(a) Plan. |
|
|
|
√ |
|
√ |
|
√ |
Required minimum distributions pursuant to Internal Revenue Code rules made on or after the 401(a) Plan participant, ESP Plan participant, IRA owner, SAR-SEP Plan participant or 403(b) SRO Plan participant, as applicable, has attained the age at which such distributions are required under Internal Revenue Code rules. |
|
|
|
√ |
|
√ |
|
√ |
WAIVERS FOR 529 TUITION PROGRAMS
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class 529A
|
|
Class 529B
|
|
Class 529C
|
A. Certain Sponsored Plans |
|
|
|
|
|
|
Shares acquired on behalf of a group, association or employer sponsored plan, if the fund were offered as an investment option by such group, association, or employer sponsored plan on July 1, 2009. |
|
√ |
|
√ |
|
√ |
B. Investment Proceeds from certain Redemptions of Class A, Class B and Class C Shares |
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class 529A shares, and the CDSC imposed on certain redemptions of Class A, Class B and Class C shares, are waived where Class 529A, Class 529B and Class 529C shares are acquired following the reinvestment of the proceeds of a redemption of Class A, Class B and Class C shares, respectively, of the same fund; provided however, that any applicable CDSC liability on the Class B or Class C shares redeemed will carry over to the Class 529B or Class 529C shares acquired and for purposes of calculating the CDSC, the length of time you have owned your Class 529B or Class 529C shares will be measured from the date of original purchase of the Class B or Class C shares redeemed. |
|
√ |
|
√ |
|
√ |
C. Qualified Higher Education Expenses |
|
|
|
|
|
|
Shares redeemed where the redemption proceeds are used to pay for qualified higher education expenses, which include tuition, fees, books, supplies, equipment and room and board (see the program description for further information on qualified higher education expenses); however the CDSC will not be waived for redemptions where the proceeds are transferred or rolled over to another tuition program. |
|
|
|
√ |
|
√ |
D. Scholarship |
|
|
|
|
|
|
Shares redeemed where the account beneficiary has received a scholarship, up to the amount of the scholarship. |
|
|
|
√ |
|
√ |
E. Death of 529 Plan Beneficiary |
|
|
|
|
|
|
Shares redeemed on account of the death of the 529 plan account beneficiary if the shares were held solely for the benefit of the deceased individual. |
|
|
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period (36 months for a $1 million commitment). Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
For each purchase you make under the LOI you will pay the initial sales charge rate applicable to the total amount you intended to purchase.
A-5
MFS Municipal Limited Maturity Fund
Out of the shareholder’s initial purchase (or subsequent purchases if necessary), 5% of the dollar amount specified in the Letter of Intent application shall be held in escrow by MFSC in the form of shares registered in the shareholder’s name. All distributions on escrowed shares will be paid to the shareholder or to the shareholder’s order. At the end of the 13-month period or 36-month period, as applicable, the shareholder will be notified, the escrowed shares will be released, and the Letter of Intent will be terminated.
If the intended minimum investment amount is not completed, MFSC will redeem an appropriate number of the escrowed shares in order to pay the higher sales charge level for the amount actually purchased. Shares remaining after any such redemption will be released by MFSC. By completing and signing the Account Application or separate Service Application, the shareholder irrevocably appoints MFSC his or her attorney to surrender for redemption any or all escrowed shares with full power of substitution in the premises.
To establish an LOI, complete the Letter of Intent section of your account application or service application. In order to benefit from the LOI, it is your responsibility to inform your financial intermediary or MFSC that the LOI is in effect each time shares of a fund are purchased.
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA. For purposes of obtaining reduced sales charges under the LOI and ROA, you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● MFS 529 Savings Plan accounts;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
It is your responsibility to inform the broker/dealer for each current purchase of any accounts held with the MFS funds that you believe are eligible to be linked under an LOI or an ROA. If you have not designated a broker/dealer, you should inform MFSC directly of any accounts held with the MFS funds that you believe are eligible to be linked under an LOI or an ROA. You should provide your financial intermediary (or MFSC if you have not designated a broker/dealer) with certain supporting information at the time of each purchase regarding accounts held with the MFS funds that are eligible to be combined for purposes of an LOI or ROA. Such information may include shareholder identification numbers or applicable account numbers or account statements. Your financial intermediary is responsible for taking into account this information about accounts eligible to be combined when transmitting your purchase order to the fund.
Group Purchases. A bona fide group and all its members may be treated at MFD’s discretion as a single purchaser and, under the ROA (but not the LOI), obtain quantity sales charge discounts on the purchase of Class A, Class A1, or Class 529A shares if the group (1) gives its endorsement or authorization to the investment program so that it may be used by the financial intermediary to facilitate solicitation of the membership, thus effecting economies of the sales efforts; (2) has a legitimate purpose other than to purchase mutual fund shares at a discount; (3) is not a group of individuals whose sole organizational nexus is as credit cardholders of a company, policyholders of an insurance company, customers of a bank or financial intermediary, clients of an investment adviser, or other similar groups; and (4) agrees to provide certification of membership of those members investing money in the funds upon the request of MFD. Employer-sponsored retirement plans, such as a 401(a) plan, 457 deferred compensation plan, an Employer Sponsored Group IRA, and an IRA SEP/SARSEP, SIMPLE and 403(b) plans, may qualify as a bona fide group if they meet the above criteria.
Reinstatement Privilege. With respect to Class A, Class B and Class C shares, after you have redeemed fund shares, you have a one-time right per fund per registration to reinvest the proceeds in the fund within 90 days of the redemption without paying a sales charge. Proceeds can only be reinvested in Class A shares of the same fund under the same account registration.
Any CDSC paid upon the redemption of Class A shares will be credited to your account, and your new Class A shares will be subject to a CDSC according to the CDSC schedule applicable to your original shares.
Any CDSC paid upon the redemption of Class B or Class C shares will not be credited to your account.
In order to benefit from the reinstatement privilege, it is your responsibility to inform your financial intermediary or MFSC that the reinstatement privilege is in effect each time shares of the fund are purchased under this privilege.
A-6
MFS Municipal Limited Maturity Fund
Financial Intermediary Category II
Eligible Accounts: Accounts with Merrill Lynch Listed as Record Owner and/or Broker of Record and Which Are Maintained at an Omnibus Level by Merrill Lynch with the Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
A. Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
|
√ |
B. Affiliates of Funds/Merrill Lynch |
|
|
|
|
|
|
|
|
Shares acquired by employees of MFS and its affiliates described in the prospectus. |
|
√ |
|
√ |
|
|
|
|
Shares acquired by trustees of the fund. |
|
√ |
|
√ |
|
|
|
|
Shares acquired by employees and registered representatives of Merrill Lynch or its affiliates and family members. |
|
√ |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased pursuant to the Reinstatement Privilege as described below and the CDSC for Class A, Class B and Class C shares is waived upon the redemption of Class A, Class B, and Class C shares purchased pursuant to the Reinstatement Privilege as described below. |
|
√ |
|
√ |
|
√ |
|
√ |
D. Large Purchases |
|
|
|
|
|
|
|
|
Volume breakpoints as described in the fund’s prospectus (including pursuant to a Letter of Intent or Right of Accumulation as described below). |
|
√ |
|
|
|
|
|
|
E. Retirement Plans |
|
|
|
|
|
|
|
|
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan. |
|
√ |
|
√ |
|
|
|
|
F. 529 Plans |
|
|
|
|
|
|
|
|
Shares purchased by a 529 Plan (does not include 529-specific share classes or equivalents covered under “Waivers for Merrill 529 Omnibus Account” below). |
|
√ |
|
√ |
|
|
|
|
G. Merrill Lynch Programs |
|
|
|
|
|
|
|
|
Shares purchased through a Merrill Lynch affiliated investment advisory program. |
|
√ |
|
√ |
|
|
|
|
Exchanges or conversions of shares purchased through a Merrill Lynch affiliated investment advisory program due to the holdings moving from the program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares purchased by third party investment advisers on behalf of their advisory clients through Merrill Lynch’s platform. |
|
√ |
|
√ |
|
|
|
|
Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable). |
|
√ |
|
√ |
|
|
|
|
A-7
MFS Municipal Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
H. Exchanges |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased by exchange from another MFS fund. |
|
√ |
|
|
|
|
|
|
I. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A and Class 529A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
J. Death or Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
|
√ |
K. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching a qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
|
√ |
L. Transactions between Share Classes |
|
|
|
|
|
|
|
|
In connection with the sale of Class A or Class C shares held in certain retirement brokerage accounts (Traditional IRAs, Roth IRAs, Rollover IRAs, Inherited IRAs, SEP IRAs, SIMPLE IRAs, BASIC Plans, Educational Savings Accounts and Medical Savings Accounts) and the purchase of a lower cost share class due to transfer to certain fee based accounts or platforms. |
|
|
|
√ |
|
|
|
√ |
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the same fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies of Merrill Lynch as it relates to sales load discounts and waivers. |
|
√ |
|
|
|
|
|
|
M. Payment of Merrill Lynch Fees |
|
|
|
|
|
|
|
|
Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch. |
|
|
|
√ |
|
√ |
|
√ |
WAIVERS FOR MERRILL 529 OMNIBUS ACCOUNT
If you establish or hold your MFS 529 Savings Plan account on the Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) omnibus platform, the features and policies related to share class sales charges (including initial sales charges (“ISC”) and contingent deferred sales charges (“CDSC”)), share class sales charge waiver eligibility, and Class 529C share conversion period likely will be different than referenced in this prospectus and in the MFS 529 Savings Plan program description and will be governed by the Merrill Unit Class Disclosure and Terms and Conditions (“T&Cs”) provided to you by Merrill prior to establishing your account. Importantly, if you establish or hold your MFS 529 Savings Plan account on the Merrill omnibus platform, then the unit class your account will purchase will generally be based on your eligible assets or meeting other eligibility criteria as set forth in the T&Cs. Each account will purchase a specific share class when an initial or subsequent contribution is credited to the account. The share class will be automatically determined by Merrill at the time of the contribution based on the participant’s eligible assets and/or meeting other eligibility criteria. You will not be able to select the share class. Among other things, Class 529C shares generally will be automatically converted to Class 529A shares (not subject to an initial sales charge) after four years from their respective dates of purchase.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class
|
|
Class 529B
|
|
Class 529C
|
A. Merrill Programs |
|
|
|
|
|
|
Class 529A shares acquired though a Corporate 529 Plan (as defined in Merrill’s policies and procedures). |
|
√ |
|
|
|
|
Class 529A shares acquired through a client rollover of assets from another 529 plan. |
|
√ |
|
|
|
|
B. Large Purchases |
|
|
|
|
|
|
A-8
MFS Municipal Limited Maturity Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class
|
|
Class 529B
|
|
Class 529C
|
The initial sales charge imposed on purchases of Class 529A shares is waived on Class 529A purchases of $250,000 or more (including pursuant to a Right of Accumulation) as described below. |
|
√ |
|
|
|
|
C. Share Class Conversions |
|
|
|
|
|
|
A shareholder in the fund’s Class 529C shares will have such Class 529C shares converted by Merrill at net asset value to Class 529A shares of the same fund four years after the anniversary of the purchase date. |
|
√ |
|
|
|
|
D. Distribution Reinvestment |
|
|
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
E. Affiliates of Funds/Merrill Lynch |
|
|
|
|
|
|
Shares acquired by employees of MFS and its affiliates described in the prospectus. |
|
√ |
|
|
|
|
Shares acquired by employees and registered representatives of Merrill Lynch or its affiliates and family members. |
|
√ |
|
|
|
|
F. Exchanges |
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|
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|
|
The initial sales charge imposed on purchases of Class 529A shares is waived when shares are purchased by exchange from another MFS fund held within the MFS 529 Savings Plan. |
|
√ |
|
|
|
|
G. Death or Disability of Owner |
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|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period. Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
For each purchase you make under the LOI you will pay the initial sales charge rate applicable to the total amount you intended to purchase. If, however, you do not purchase the intended amount within the relevant time period, your account will be adjusted by redemption of the amount of shares needed to pay the higher initial sales charge level for the amount actually purchased.
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge, as described in the fund’s prospectus and this waiver schedule, on purchases of Class A or Class 529A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA (if applicable). For purposes of obtaining reduced sales charges under the LOI and ROA (if applicable), you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA (if applicable) are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● Accounts in 529 Plans held at an omnibus basis;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
A-9
MFS Municipal Limited Maturity Fund
It is your responsibility to inform Merrill Lynch for each current purchase of any accounts not held by Merrill Lynch that hold shares of the MFS funds that you believe are eligible to be linked under an LOI or an ROA.
Reinstatement Privilege. With respect to Class A, Class B and Class C shares, after you have redeemed fund shares, you have a one-time right per fund per registration to reinvest the proceeds in the fund within 90 days of the redemption without paying a sales charge. Proceeds can only be reinvested in the same class of the same fund under the same account registration. Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for reinstatement.
Any CDSC paid upon the redemption of Class A, Class B, or Class C shares will not be credited to your account, however, your new Class A, Class B or Class C shares will not be subject to a CDSC.
A-10
MFS Municipal Limited Maturity Fund
Financial Intermediary Category III
Eligible Accounts: Accounts Investing in Class A Shares with Ameriprise Financial Listed as Record Owner and/or Broker of Record and Which Are Maintained at an Omnibus Level by Ameriprise Financial
|
|
Sales Charge Waived |
||
Waiver Category |
|
Class A ISC |
|
Class A
|
A. Distribution Reinvestment |
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
B. Employees/Registered Representatives of Ameriprise Financial |
|
|
|
|
Shares purchased by employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members. |
|
√ |
|
√ |
Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial adviser and/or the adviser’s spouse, adviser’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), adviser’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
|
√ |
|
√ |
C. Reinstatement Privilege |
|
|
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
|
√ |
D. Retirement Plans |
|
|
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, or SAR-SEPs. |
|
√ |
|
√ |
E. Ameriprise Financial Programs |
|
|
|
|
Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
|
√ |
|
√ |
Shares purchased by third party investment advisers on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available). |
|
√ |
|
√ |
F. Transactions between Share Classes |
|
|
|
|
Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load-waived shares, that waiver will also apply to such exchanges. |
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period (36 months for a $1 million commitment). Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
A-11
MFS Municipal Limited Maturity Fund
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge on purchases of Class A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA. For purposes of obtaining reduced sales charges under the LOI and ROA, you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
It is your responsibility to inform Ameriprise Financial for each current purchase of any accounts not held by Ameriprise Financial that hold shares of the MFS funds that you believe are eligible to be linked under an LOI or an ROA.
A-12
MFS Municipal Limited Maturity Fund
Financial Intermediary Category IV
Eligible Accounts: Accounts Investing in Class A Shares through a Morgan Stanley Wealth Management Transactional Brokerage Account Maintained at an Omnibus Level
Shareholders purchasing fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this fund’s prospectus or SAI. Shareholders remain eligible for other reductions in Class A front-end sales charges available pursuant to exchange features or volume breakpoints (including Rights of Accumulation (“ROA”) and Letter of Intent (“LOI”) programs) as described elsewhere in this fund’s prospectus or SAI.
|
|
Class A Front-end
|
Waiver Category |
|
Class A ISC |
A. Dividend and Distribution Reinvestment |
|
|
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
|
√ |
B. Employees of Morgan Stanley |
|
|
Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules. |
|
√ |
C. Reinstatement Privilege |
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
D. Retirement Plans |
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
|
√ |
E. Morgan Stanley Self-Directed Programs |
|
|
Shares purchased through a Morgan Stanley self-directed brokerage account. |
|
√ |
F. Morgan Stanley Wealth Management Share Class Conversion Program |
|
|
Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program. |
|
√ |
A-13
MFS Municipal Limited Maturity Fund
Financial Intermediary Category V
Eligible Accounts: Accounts Investing in Shares through a Raymond James Platform or Account Maintained at an Omnibus Level by Raymond James with the Fund
Shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI. In all instances, it is the purchaser’s responsibility to notify the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. As described elsewhere in this fund’s prospectus or SAI, there is no initial sales charge imposed on purchases of Class A shares pursuant to an Automatic Exchange Plan or purchased by exchange from another MFS fund.
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
A. Investment Advisory Programs |
|
|
|
|
|
|
|
|
Shares purchased in a Raymond James investment advisory program. |
|
√ |
|
|
|
|
|
|
B. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
|
|
C. Employees/Registered Representatives of Raymond James |
|
|
|
|
|
|
|
|
Shares acquired by employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
|
√ |
|
|
|
|
|
|
D. Large Purchases |
|
|
|
|
|
|
|
|
Breakpoints as described in this prospectus. |
|
√ |
|
|
|
|
|
|
E. Reinstatement Privilege |
|
|
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge (also known as “Rights of Reinstatement”). |
|
√ |
|
√ |
|
√ |
|
√ |
F. Raymond James Share Class Conversion Program |
|
|
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
|
√ |
|
|
|
|
|
|
G. Death or Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
|
√ |
H. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
I. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
|
√ |
A-14
MFS Municipal Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
J. Payment of Raymond James Fees |
|
|
|
|
|
|
|
|
Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
|
|
|
√ |
|
√ |
|
√ |
K. Rights of Accumulation |
|
|
|
|
|
|
|
|
Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
|
|
L. Letters of Intent |
|
|
|
|
|
|
|
|
Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
|
|
A-15
MFS Municipal Limited Maturity Fund
Financial Intermediary Category VI
Eligible Accounts: Accounts Maintained at an Omnibus Level by or on behalf of Janney Montgomery Scott LLC with the Fund
Shareholders purchasing fund shares through an account maintained at an omnibus level with the fund by Janney Montgomery Scott LLC (“Janney”), or by a clearing broker or custodian on behalf of Janney, will be eligible only for the following load waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in the fund’s prospectus or SAI. Customers of Janney whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A ISC |
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased of the same fund within the MFS fund family through reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of Janney |
|
|
|
|
|
|
Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions within the MFS fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS fund. |
|
|
|
√ |
|
√ |
E. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed upon the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
F. Systematic Withdrawals |
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of the shareholder’s first withdrawal under the plan(s). |
|
|
|
√ |
|
√ |
G. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations |
|
|
|
√ |
|
√ |
H. Retirement Plans |
|
|
|
|
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
|
√ |
|
|
|
|
I. Payment of Janney Fees |
|
|
|
|
|
|
Shares sold to pay Janney fees but only if the transaction is initiated by Janney. |
|
|
|
√ |
|
√ |
A-16
MFS Municipal Limited Maturity Fund
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Right Of Accumulation (ROA). ROA, which entitles shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holdings of MFS fund family assets held by accounts within the shareholder’s household at Janney. Eligible MFS fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial adviser about such assets.
Letter of Intent (LOI). LOI, which allow for breakpoint discounts based on anticipated purchases within the MFS fund family over a 13-month time period. Eligible MFS fund family assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets.
A-17
MFS Municipal Limited Maturity Fund
Financial Intermediary Category VII
Eligible Accounts: Accounts Investing in Shares of the Fund through an Edward Jones Platform or Account Maintained at an Omnibus Level by Edward Jones with the Fund
Effective on or after May 1, 2020, clients of Edward Jones (also referred to as “shareholders”) purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge discounts (also referred to as “breakpoints”) and waivers, which can differ from breakpoints and waivers described elsewhere in this prospectus or SAI or through another broker-dealer. In all instances, it is the shareholder’s responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of MFS funds or other facts qualifying the purchaser for breakpoints or waivers. Edward Jones can ask for documentation of such circumstance.
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class
|
|
Class
|
|
Class
|
A. Fee-Based Programs |
|
|
|
|
|
|
|
|
Shares purchased in an Edward Jones fee-based program. |
|
√ |
|
|
|
|
|
|
B. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares purchased within the same fund family through reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
|
|
C. Associates of Edward Jones |
|
|
|
|
|
|
|
|
Shares acquired by associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good standing and remains eligible consistent with Edward Jones’ policies. |
|
√ |
|
|
|
|
|
|
D. Reinstatement Privilege |
|
|
|
|
|
|
|
|
Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met (i) the proceeds are from the sale of shares within 60 days of the purchase; and (ii) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account. |
|
√ |
|
√ |
|
√ |
|
√ |
E. Transactions between Share Classes and Funds |
|
|
|
|
|
|
|
|
Shares converted from another share class into Class A or Class 529A shares, respectively, of the same fund at the discretion of Edward Jones. Edward Jones will be responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable Class A or Class 529A sales charge as disclosed in the prospectus. |
|
√ |
|
|
|
|
|
|
Shares converted from Class C or Class 529C into Class A or Class 529A shares, respectively, of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones, but in no event, earlier than the expiration of the applicable Class C or Class 529C CDSC. |
|
√ |
|
|
|
|
|
|
Shares exchanged from another MFS Fund in an Edward Jones fee-based program. |
|
√ |
|
√ |
|
√ |
|
√ |
F. Death or Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
|
√ |
G. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of the shareholder’s first withdrawal under the plan(s). |
|
|
|
√ |
|
√ |
|
√ |
A-18
MFS Municipal Limited Maturity Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class
|
|
Class
|
|
Class
|
H. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
|
√ |
I. Payment of Edward Jones Fees |
|
|
|
|
|
|
|
|
Shares sold to pay Edward Jones fees or costs but only if the transaction is initiated by Edward Jones. |
|
|
|
√ |
|
√ |
|
√ |
J. Large Purchases |
|
|
|
|
|
|
|
|
Breakpoint amounts as described in the fund’s prospectus, subject to the Rights of Accumulation rules described below. |
|
√ |
|
|
|
|
|
|
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). A shareholder may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares if the shareholder intends to invest a specific dollar amount in any class of any MFS fund within a 13-month period. The LOI is determined by calculating the higher of the cost paid by the shareholder or the market value of any existing qualifying holdings (as calculated at the beginning of the 13-month period) in combination with the value that the shareholder intends to purchase over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during the 13-month period will receive the sales charge and breakpoint discount that applies to the total amount.
If the shareholder does not purchase the intended amount within the 13-month period, the shareholder’s account will be adjusted by redemption of the amount of shares needed to pay the higher initial sales charge level for the amount actually purchased. Purchases made before the LOI is received by Edward Jones are not covered under the LOI and will not reduce any sales charge previously paid. The inclusion of investments in the MFS funds held in accounts not maintained by Edward Jones is dependent on the shareholder notifying his or her financial adviser of such investments at the time of calculation.
Right Of Accumulation (ROA). Under the ROA, a shareholder may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares by aggregating the amount of the shareholder’s investment with the shareholder’s existing investments in the MFS funds, based on the higher of the cost paid by the shareholder or the current market value of the applicable MFS funds. For purposes of calculating the ROA, the shareholder’s account may be grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”) (as determined by Edward Jones under its policies and procedures). For purposes of calculating the ROA, holdings of shares of money market funds and retirement plan share classes are not taken into account. The ROA includes all investments of a shareholder in the MFS funds held on the Edward Jones platform and/or held on other platforms. The inclusion of investments in the MFS funds held in accounts not maintained by Edward Jones is dependent on the shareholder notifying his or her financial adviser of such investments at the time of calculation.
Other Important Information
Minimum Purchase Amounts. Purchases by shareholders will be subject to a $250 initial purchase minimum and a $50 subsequent purchase minimum.
Minimum Balances. Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following accounts are not subject to this minimum balance policy: (1) a fee-based account held on an Edward Jones platform; (2) a 529 account held on an Edward Jones platform; or (3) an account with an active systematic investment plan or LOI (as defined above).
Changing Share Classes. At any time it deems necessary, Edward Jones has the authority to convert at NAV a shareholder’s holdings in a fund to Class A shares of the same fund.
A-19
MFS Municipal Limited Maturity Fund
Financial Intermediary Category VIII
Eligible Accounts: Accounts Investing in Shares of the Fund through a D.A. Davidson & Co. Platform or Account Maintained at an Omnibus Level by or on behalf of D.A. Davidson & Co. with the Fund
Shareholders purchasing fund shares, including existing fund shareholders, through a D.A. Davidson &. Co. (“D.A. Davidson”) platform or account, or through an introducing broker-dealer or independent registered investment adviser for which D.A. Davidson provides trade execution, clearance, and/or custody services, where such account is maintained on an omnibus level with the fund by D.A. Davidson, or by a clearing broker or custodian on behalf of D.A. Davidson, will be eligible for the following sales charge waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or SAI. Customers of D.A. Davidson whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased within the MFS fund family through systematic reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of D.A. Davidson |
|
|
|
|
|
|
Shares acquired by employees and registered representatives of D.A. Davidson or its affiliates and their family members as designated by D.A. Davidson. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redeemed shares of the MFS fund family so long as the following conditions are met (i) the repurchase occurs within 90 days following the redemption; (ii) the redemption and purchase occur in the same account; and (iii) redeemed shares were subject to a front-end or deferred sales charge (known as Rights of Reinstatement). |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of D.A. Davidson. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS Fund. |
|
√ |
|
√ |
|
√ |
E. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
F. Systematic Withdrawals |
|
|
|
|
|
|
Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
|
|
|
√ |
|
√ |
G. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA or other qualifying retirement accounts if the redemption is taken in or after the year the shareholder reaches the qualified age based on IRS regulations. |
|
|
|
√ |
|
√ |
A-20
MFS Municipal Limited Maturity Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
H. Rights of Accumulation |
|
|
|
|
|
|
Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of MFS fund family assets held by accounts within the purchaser’s household at D.A. Davidson. Eligible MFS fund family assets not held at D.A. Davidson may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
I. Letters of Intent |
|
|
|
|
|
|
Letters of intent which allow for breakpoint discounts based on anticipated purchases within the MFS fund family over a 13-month time period. Eligible MFS fund family assets not held at D.A. Davidson may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
A-21
MFS Municipal Limited Maturity Fund
Financial Intermediary Category IX
Eligible Accounts: Accounts Investing in Shares through a Baird Platform or Account Maintained at an Omnibus Level by or on behalf of Baird with the Fund
Shareholders purchasing fund shares through a Baird platform or account maintained at an omnibus level with the fund by Baird, or by a clearing broker or custodian on behalf of Baird, will only be eligible for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI. Customers of Baird whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of Baird |
|
|
|
|
|
|
Shares acquired by employees and registered representatives of Baird or its affiliates and their family members as designated by Baird. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions from another MFS fund, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge (also known as “Rights of Reinstatement”). |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Baird. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS Fund. |
|
√ |
|
√ |
|
√ |
E. Retirement Plans |
|
|
|
|
|
|
Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
|
√ |
|
|
|
|
F. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
G. Systematic Withdrawals |
|
|
|
|
|
|
Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
|
|
|
√ |
|
√ |
H. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
A-22
MFS Municipal Limited Maturity Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
I. Payment of Baird Fees |
|
|
|
|
|
|
Shares sold to pay Baird fees but only if the transaction is initiated by Baird. |
|
|
|
√ |
|
√ |
J. Rights of Accumulation |
|
|
|
|
|
|
Rights of accumulations which entitles shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of MFS fund family assets held by accounts within the purchaser’s household at Baird. Eligible MFS fund family assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
K. Letters of Intent |
|
|
|
|
|
|
Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of MFS fund family assets through Baird, over a 13-month period of time. |
|
√ |
|
|
|
|
A-23
MFS Municipal Limited Maturity Fund
MFS Municipal Limited Maturity Fund
Shareholder Communications with the Board of Trustees. Shareholders may mail written communications to the Board of Trustees to the attention of the Board of Trustees, [fund name], Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, MA 02199, Attention: Fund Secretary. Shareholder communications must (i) be in writing and be signed by the shareholder, (ii) identify the MFS fund to which they relate, and (iii) identify the class and number of shares held by the shareholder.
If you want more information about MFS Municipal Limited Maturity Fund, the following documents are available free upon request:
Annual/Semiannual Reports. These reports contain information about the fund’s actual investments. Annual reports discuss the effect of recent market conditions and investment strategies on the fund’s performance during its last fiscal year.
Statement of Additional Information (SAI). The SAI, dated August 28, 2020, as may be amended or supplemented from time to time, provides more detailed information about the fund and is incorporated into this prospectus by reference.
You can get free copies of the annual/semiannual reports, the SAI and other information about the fund, including current net asset values per share, and make inquiries about the fund, by contacting:
Internet: mfs.com
MFS Service Center, Inc.
P.O. Box 219341
Kansas City, MO 64121-9341
Telephone: 1-800-225-2606
Reports and other information about the fund are available on the EDGAR Database on the Commission’s Internet website at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
The fund’s Investment Company Act file number is 811-2464.
HOW TO CONTACT US
Website |
Account service and literature |
Mailing address |
mfs.com |
Shareholders |
MFS Service Center, Inc. |
|
1-800-225-2606 |
P.O. Box 219341 |
MFS TALK |
Investment professionals |
Kansas City, MO 64121-9341 |
1-800-637-8255 |
1-800-343-2829 |
|
24 hours a day |
Retirement plan services |
Overnight mail |
|
1-800-637-1255 |
MFS Service Center, Inc. |
|
|
Suite 219341 |
|
|
430 W 7th Street |
|
|
Kansas City, MO 64105-1407 |
August 28, 2020 |
|
PROSPECTUS
MFS® Total Return Bond Fund
The investment objective of the fund is to seek total return with an emphasis on current income, but also considering capital appreciation.
CLASS |
|
TICKER
|
Class A |
|
MRBFX |
Class B |
|
MRBBX |
Class C |
|
MRBCX |
Class I |
|
MRBIX |
Class 529A |
|
EARBX |
Class 529B |
|
EBRBX |
Class 529C |
|
ECRBX |
Class R1 |
|
MRBGX |
Class R2 |
|
MRRRX |
Class R3 |
|
MRBHX |
Class R4 |
|
MRBJX |
Class R6 |
|
MRBKX |
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the complete reports will be made available on the fund’s website (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you are already signed up to receive shareholder reports by email, you will not be affected by this change and you need not take any action. You may sign up to receive shareholder reports and other communications from the fund by email by contacting your financial intermediary (such as a broker-dealer or bank) or, if you hold your shares directly with the fund, by calling 1-800-225-2606 or by logging on to MFS Access at mfs.com.
Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you can call 1-800-225-2606 or send an email request to orderliterature@mfs.com to let the fund know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the MFS fund complex if you invest directly.
Table of contents
2 |
|
6 |
|
10 |
|
11 |
|
14 |
|
18 |
|
21 |
|
A-1 |
The Securities and Exchange Commission has not approved or disapproved the fund’s shares or determined whether this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.
RBF-PRO-082820
MFS Total Return Bond Fund
Summary of Key Information
Investment Objective
The fund’s investment objective is to seek total return with an emphasis on current income, but also considering capital appreciation.
Fees and Expenses
This table describes the fees and expenses that you may pay when you buy and hold shares of the fund. Investors may also pay commissions or other fees to their financial intermediaries when they buy and hold shares of the fund, which are not reflected below. Expenses for Class 529B shares have been adjusted to reflect the full impact of the distribution fee.
You may qualify for sales charge reductions if, with respect to Class A or Class 529A shares, you and certain members of your family invest, or agree to invest in the future, at least $100,000 in MFS funds. More information about these and other waivers and reductions is available from your financial intermediary and in “Sales Charges and Waivers and Reductions” on page 12 and “Appendix A – Waivers and Reductions of Sales Charges” on page A-1 of the fund’s prospectus.
Shareholder Fees (fees paid directly from your investment):
Share Class |
|
A |
|
B |
|
C |
|
I |
|
R1 |
|
R2 |
|
R3 |
|
R4 |
|
R6 |
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
|
4.25 |
% |
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) |
|
1.00 |
%# |
4.00 |
% |
1.00 |
% |
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
Shareholder Fees (fees paid directly from your investment):
Share Class |
|
529A |
|
529B |
|
529C |
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
|
4.25 |
% |
None |
|
None |
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) |
|
None |
|
4.00 |
% |
1.00 |
% |
2
MFS Total Return Bond Fund
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
Share Class |
|
A |
|
B |
|
C |
|
I |
|
R1 |
|
R2 |
|
R3 |
|
R4 |
|
R6 |
|
Management Fee |
|
0.40 |
% |
0.40 |
% |
0.40 |
% |
0.40 |
% |
0.40 |
% |
0.40 |
% |
0.40 |
% |
0.40 |
% |
0.40 |
% |
Distribution and/or Service (12b-1) Fees |
|
0.25 |
% |
1.00 |
% |
1.00 |
% |
None |
|
1.00 |
% |
0.50 |
% |
0.25 |
% |
None |
|
None |
|
Other Expenses |
|
0.14 |
% |
0.14 |
% |
0.14 |
% |
0.14 |
% |
0.14 |
% |
0.14 |
% |
0.14 |
% |
0.14 |
% |
0.04 |
% |
Total Annual Fund Operating Expenses |
|
0.79 |
% |
1.54 |
% |
1.54 |
% |
0.54 |
% |
1.54 |
% |
1.04 |
% |
0.79 |
% |
0.54 |
% |
0.44 |
% |
Fee Reductions and/or Expense Reimbursements1 |
|
(0.19 |
)% |
(0.19 |
)% |
(0.09 |
)% |
(0.09 |
)% |
(0.09 |
)% |
(0.09 |
)% |
(0.09 |
)% |
(0.09 |
)% |
(0.08 |
)% |
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements |
|
0.60 |
% |
1.35 |
% |
1.45 |
% |
0.45 |
% |
1.45 |
% |
0.95 |
% |
0.70 |
% |
0.45 |
% |
0.36 |
% |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
Share Class |
|
529A |
|
529B |
|
529C |
|
Management Fee |
|
0.40 |
% |
0.40 |
% |
0.40 |
% |
Distribution and/or Service (12b-1) Fees |
|
0.25 |
% |
1.00 |
% |
1.00 |
% |
Other Expenses |
|
0.19 |
% |
0.19 |
% |
0.19 |
% |
Total Annual Fund Operating Expenses |
|
0.84 |
% |
1.59 |
% |
1.59 |
% |
Fee Reductions and/or Expense Reimbursements1 |
|
(0.19 |
)% |
(0.09 |
)% |
(0.09 |
)% |
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements |
|
0.65 |
% |
1.50 |
% |
1.50 |
% |
# This contingent deferred sales charge (CDSC) applies to shares purchased without an initial sales charge and redeemed within 18 months of purchase.
1 Massachusetts Financial Services Company has agreed in writing to reduce its management fee to 0.40% of the fund’s average daily net assets annually up to $2.5 billion. This written agreement will remain in effect until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021. MFS Fund Distributors, Inc., has agreed in writing to waive the Class A, Class 529A, and Class B service fee to 0.15% of each class’ average daily net assets annually until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021. Massachusetts Financial Services Company has agreed in writing to bear the fund’s expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as interest and borrowing expenses incurred in connection with the fund’s investment activity), such that “Total Annual Fund Operating Expenses” do not exceed 0.60% of the class’ average daily net assets annually for Class A shares, 1.35% of the class’ average daily net assets annually for Class B shares, 1.45% of the class’ average daily net assets annually for each of Class C and Class R1 shares, 0.45% of the class’ average daily net assets annually for each of Class I and Class R4 shares, 0.95% of the class’ average daily net assets annually for Class R2 shares, 0.70% of the class’ average daily net assets annually for Class R3 shares, 0.36% of the class’ average daily net assets annually for Class R6 shares, 0.65% of the class’ average daily net assets annually for Class 529A shares, and 1.50% of the class’ average daily net assets annually for each of Class 529B and Class 529C shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021.
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that: you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods (unless otherwise indicated); your investment has a 5% return each year; and the fund’s operating expenses remain the same.
Although your actual costs will likely be higher or lower, under these assumptions your costs would be:
3
MFS Total Return Bond Fund
|
|
1 YEAR |
|
3 YEARS |
|
5 YEARS |
|
10 YEARS |
|
||||
Class A Shares |
|
$ |
484 |
|
$ |
648 |
|
$ |
827 |
|
$ |
1,344 |
|
Class B Shares assuming |
|
|
|
|
|
|
|
|
|
||||
redemption at end of period |
|
$ |
537 |
|
$ |
768 |
|
$ |
1,021 |
|
$ |
1,616 |
|
no redemption at end of period |
|
$ |
137 |
|
$ |
468 |
|
$ |
821 |
|
$ |
1,616 |
|
Class C Shares assuming |
|
|
|
|
|
|
|
|
|
||||
redemption at end of period |
|
$ |
248 |
|
$ |
478 |
|
$ |
831 |
|
$ |
1,827 |
|
no redemption at end of period |
|
$ |
148 |
|
$ |
478 |
|
$ |
831 |
|
$ |
1,827 |
|
Class I Shares |
|
$ |
46 |
|
$ |
164 |
|
$ |
293 |
|
$ |
668 |
|
Class 529A Shares |
|
$ |
489 |
|
$ |
664 |
|
$ |
853 |
|
$ |
1,401 |
|
Class 529B Shares assuming |
|
|
|
|
|
|
|
|
|
||||
redemption at end of period |
|
$ |
553 |
|
$ |
793 |
|
$ |
1,057 |
|
$ |
1,680 |
|
no redemption at end of period |
|
$ |
153 |
|
$ |
493 |
|
$ |
857 |
|
$ |
1,680 |
|
Class 529C Shares assuming |
|
|
|
|
|
|
|
|
|
||||
redemption at end of period |
|
$ |
253 |
|
$ |
493 |
|
$ |
857 |
|
$ |
1,882 |
|
no redemption at end of period |
|
$ |
153 |
|
$ |
493 |
|
$ |
857 |
|
$ |
1,882 |
|
Class R1 Shares |
|
$ |
148 |
|
$ |
478 |
|
$ |
831 |
|
$ |
1,827 |
|
Class R2 Shares |
|
$ |
97 |
|
$ |
322 |
|
$ |
565 |
|
$ |
1,263 |
|
Class R3 Shares |
|
$ |
72 |
|
$ |
243 |
|
$ |
430 |
|
$ |
970 |
|
Class R4 Shares |
|
$ |
46 |
|
$ |
164 |
|
$ |
293 |
|
$ |
668 |
|
Class R6 Shares |
|
$ |
37 |
|
$ |
133 |
|
$ |
238 |
|
$ |
547 |
|
Portfolio Turnover
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These transaction costs, which are not reflected in “Annual Fund Operating Expenses” or in the “Example,” affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 144% of the average value of its portfolio.
Principal Investment Strategies
MFS (Massachusetts Financial Services Company, the fund’s investment adviser) normally invests at least 80% of the fund’s net assets in debt instruments. Debt instruments include corporate bonds, U.S. Government securities, foreign government securities, securitized instruments, municipal instruments and other obligations to repay money borrowed.
MFS primarily invests the fund’s assets in investment grade quality debt instruments, but may also invest in below investment grade quality debt instruments.
MFS may purchase or sell securities for the fund on a when-issued, delayed delivery, or forward commitment basis.
MFS may invest the fund’s assets in foreign securities.
MFS normally invests the fund’s assets across different industries and sectors, but MFS may invest a significant percentage of the fund’s assets in issuers in a single industry or sector.
While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate exposure, or as alternatives to direct investments. Derivatives include futures, forward contracts, options, swaps, and certain complex structured securities.
In conjunction with a team of investment research analysts, the portfolio managers select investments for the fund.
MFS uses an active bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers. Quantitative screening tools that systematically evaluate instruments may also be considered. In structuring the fund, MFS also considers top-down factors.
For purposes of the fund’s 80% policy, net assets include the amount of any borrowings for investment purposes.
Principal Risks
As with any mutual fund, the fund may not achieve its objective and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
The principal risks of investing in the fund are:
Investment Selection Risk: MFS’ investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests.
Debt Market Risk: Debt markets can be volatile and can decline significantly in response to, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets or the debt markets generally. Certain events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or segment of a debt market.
Interest Rate Risk: In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for instruments with longer maturities, or that do not pay current interest.
Credit Risk: The price of a debt instrument depends, in part, on the credit quality of the issuer, borrower, counterparty, or other entity responsible for payment, or underlying collateral or assets and the terms of the instrument. The price of a debt instrument can decline in response to changes in, or perceptions of, the financial condition of the issuer, borrower, counterparty, or other entity, or underlying collateral or assets, or changes in, or perceptions of, specific or general market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions.
Below investment grade quality debt instruments (commonly referred to as “high yield securities” or “junk bonds”) can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality debt instruments are regarded as having predominantly speculative characteristics. Below investment grade quality debt instruments tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments.
Foreign Risk: Exposure to foreign markets through issuers or currencies can involve additional risks relating to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These factors can make foreign investments, especially those tied economically to emerging and frontier markets, more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to these conditions than the U.S. market.
Focus Risk: Issuers in a single industry, sector, country, or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions, and the fund’s performance will be affected by the conditions in the industries, sectors, countries and regions to which the fund is exposed.
Prepayment/Extension Risk: Instruments subject to prepayment and/or extension can reduce the potential for gain for the instrument’s holders if the instrument is prepaid and increase the potential for loss if the maturity of the instrument is extended.
4
MFS Total Return Bond Fund
Municipal Risk: The price of a municipal instrument can be volatile and significantly affected by adverse tax changes or court rulings, legislative or political changes, changes in specific or general market and economic conditions and developments, and the financial condition of municipal issuers and insurers. Because many municipal instruments are issued to finance similar projects, conditions in certain industries can significantly affect the fund and the overall municipal market. Municipal instruments may be more susceptible to downgrades or defaults during economic downturns or similar periods of economic stress, which in turn could affect the market values and marketability of many or all municipal obligations of issuers in a state, U.S. territory, or possession. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many municipal issuers, which may impair a municipal issuer’s ability to meet its financial obligations when due and could adversely impact the value of its bonds, which could negatively impact the performance of the fund.
Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to the risks of the underlying indicator(s) on which the derivative is based. Gains or losses from derivatives can be substantially greater than the derivatives’ original cost. Derivatives can involve leverage.
Leveraging Risk: Leverage involves investment exposure in an amount exceeding the initial investment. Leverage can cause increased volatility by magnifying gains or losses.
Counterparty and Third Party Risk: Transactions involving a counterparty or third party other than the issuer of the instrument are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction.
Liquidity Risk: It may be difficult to value, and it may not be possible to sell, certain investments, types of investments, and/or investments in certain segments of the market, and the fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs.
Large Shareholder Risk: From time to time, shareholders of the fund (which may include institutional investors, financial intermediaries, or other MFS funds) may make relatively large redemptions or purchases of fund shares. These transactions may cause the fund to sell securities or invest additional cash, as the case may be, at disadvantageous prices. Redemptions of a large number of shares also may increase transaction costs or have adverse tax consequences for shareholders of the fund by requiring a sale of portfolio securities.
Performance Information
The bar chart and performance table below are intended to provide some indication of the risks of investing in the fund by showing changes in the fund’s performance over time and how the fund’s performance over time compares with that of a broad measure of market performance.
The fund’s past performance (before and after taxes) does not necessarily indicate how the fund will perform in the future. Updated performance is available online at mfs.com or by calling 1-800-225-2606.
Class A Bar Chart. The bar chart does not take into account any sales charges (loads) that you may be required to pay upon purchase or redemption of the fund’s shares. If these sales charges were included, they would reduce the returns shown.
The total return for the six-month period ended June 30, 2020, was 4.83%. During the period(s) shown in the bar chart, the highest quarterly return was 3.78% (for the calendar quarter ended March 31, 2019) and the lowest quarterly return was (2.64)% (for the calendar quarter ended December 31, 2016).
Performance Table.
Average Annual Total Returns
(For the Periods Ended December 31, 2019)
Share Class |
|
1 YEAR |
|
5 YEARS |
|
10 YEARS |
|
Returns Before Taxes |
|
|
|
|
|
|
|
B Shares |
|
5.07 |
% |
1.93 |
% |
3.55 |
% |
C Shares |
|
7.86 |
% |
2.17 |
% |
3.30 |
% |
I Shares |
|
9.95 |
% |
3.20 |
% |
4.33 |
% |
529A Shares |
|
5.20 |
% |
2.14 |
% |
3.70 |
% |
529B Shares |
|
4.91 |
% |
1.77 |
% |
3.42 |
% |
529C Shares |
|
7.91 |
% |
2.16 |
% |
3.25 |
% |
R1 Shares |
|
8.96 |
% |
2.19 |
% |
3.31 |
% |
R2 Shares |
|
9.51 |
% |
2.70 |
% |
3.83 |
% |
R3 Shares |
|
9.78 |
% |
2.96 |
% |
4.08 |
% |
R4 Shares |
|
9.95 |
% |
3.22 |
% |
4.33 |
% |
R6 Shares |
|
10.05 |
% |
3.33 |
% |
4.39 |
% |
A Shares |
|
5.22 |
% |
2.17 |
% |
3.73 |
% |
Returns After Taxes on Distributions |
|
|
|
|
|
|
|
A Shares |
|
3.96 |
% |
0.96 |
% |
2.42 |
% |
Returns After Taxes on Distributions and Sale of Fund Shares |
|
|
|
|
|
|
|
A Shares |
|
3.07 |
% |
1.10 |
% |
2.32 |
% |
Index Comparison (Reflects no deduction for fees, expenses, or taxes) |
|
|
|
|
|
|
|
Bloomberg Barclays U.S. Aggregate Bond Index |
|
8.72 |
% |
3.05 |
% |
3.75 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your own tax situation, and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. The after-tax returns are shown for only one of the fund’s classes of shares, and after-tax
5
MFS Total Return Bond Fund
returns for the fund’s other classes of shares will vary from the returns shown.
Investment Adviser
MFS serves as the investment adviser for the fund.
Portfolio Manager(s)
Portfolio Manager |
|
Since |
|
Title |
Alexander Mackey |
|
December 2019 |
|
Investment Officer of MFS |
Joshua Marston |
|
2009 |
|
Investment Officer of MFS |
Robert Persons |
|
2006 |
|
Investment Officer of MFS |
Effective June 30, 2021, Robert Persons will no longer be a portfolio manager of the fund.
Purchase and Sale of Fund Shares
You may purchase and redeem shares of the fund each day the New York Stock Exchange (the NYSE) is open for trading. You may purchase or redeem shares either by having your financial intermediary process your purchase or redemption, or through MFS Service Center, Inc. (MFSC) by overnight mail (MFSC, Suite 219341, 430 W 7th Street, Kansas City, MO 64105-1407), by mail ([Fund Name], P.O. Box 219341, Kansas City, MO 64121-9341), by telephone (1-800-225-2606), or via the Internet at mfs.com (MFS Access).
The fund’s initial and subsequent investment minimums generally are as follows:
Class |
|
Initial Minimum |
|
Subsequent Minimum |
Class A, Class B, Class C |
|
None – automatic investment plans and certain asset-based fee programs
|
|
$50 – by check and non-systematic written exchange request, and via MFSC telephone representatives
|
Class I, Class R1, Class R2, Class R3, Class R4, Class R6 |
|
None |
|
None |
Class 529A, Class 529B, Class 529C |
|
None – automatic investment plans
|
|
None |
Purchases of Class B and Class 529B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B or Class 529B shares for the same share class of another MFS fund.
Taxes
If your shares are held in a taxable account, the fund’s distributions will be taxed to you as ordinary income and/or capital gains. If your shares are held in a tax-advantaged account, you will generally be taxed only upon withdrawals from the account.
Payments to Broker/Dealers and Other Financial Intermediaries
If you purchase shares of the fund through a broker/dealer or other financial intermediary (such as a bank), the fund, MFS, and/or MFS’ affiliates may pay the financial intermediary for the sale of shares of a fund and/or the servicing of shareholder accounts. These payments may create a conflict of interest by influencing your broker/dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your financial intermediary or visit your financial intermediary’s website for more information.
Investment Objective, Strategies, and Risks
Investment Objective
The fund’s investment objective is to seek total return with an emphasis on current income, but also considering capital appreciation. The fund’s objective may be changed without shareholder approval.
Principal Investment Strategies
MFS normally invests at least 80% of the fund’s net assets in debt instruments.
MFS primarily invests the fund’s assets in investment grade quality debt instruments, but may also invest in below investment grade quality debt instruments.
MFS may purchase or sell securities for the fund on a when-issued, delayed delivery, or forward commitment basis. When MFS sells securities for the fund on a when-issued, delayed delivery, or forward commitment basis, the fund typically owns or has the right to acquire securities equivalent in kind and amount to the deliverable securities.
MFS may invest the fund’s assets in foreign securities.
MFS normally invests the fund’s assets across different industries and sectors, but MFS may invest a significant percentage of the fund’s assets in issuers in a single industry or sector.
While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate exposure, or as alternatives to direct investments.
In conjunction with a team of investment research analysts, the portfolio managers select investments for the fund.
MFS uses an active bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers in light of the issuers’ financial condition and market, economic, political, and regulatory conditions. Factors considered may include the instrument’s credit quality and terms, any underlying assets and their credit quality, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features may also be considered. In structuring the fund, MFS also considers top-down factors, including sector allocations, yield curve positioning, duration, macroeconomic factors, and risk management factors.
For purposes of the fund’s 80% policy, net assets include the amount of any borrowings for investment purposes.
Principal Investment Types
The principal investment types in which the fund may invest are:
Debt Instruments: Debt instruments represent obligations of corporations, governments, and other entities to repay money borrowed, or other instruments believed to have debt-like
6
MFS Total Return Bond Fund
characteristics. The issuer or borrower usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the instrument. Debt instruments generally trade in the over-the-counter market and can be less liquid than other types of investments, particularly during adverse market and economic conditions. During certain market conditions, debt instruments in some or many segments of the debt market can trade at a negative interest rate (i.e., the price to purchase the debt instrument is more than the present value of expected interest payments and principal due at the maturity of the instrument). Some debt instruments, such as zero coupon bonds or payment-in-kind bonds, do not pay current interest. Other debt instruments, such as certain mortgage-backed securities and other securitized instruments, make periodic payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal.
Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.
U.S. Government Securities: U.S. Government securities are securities issued or guaranteed as to the payment of principal and interest by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity. Certain U.S. Government securities are not supported as to the payment of principal and interest by the full faith and credit of the U.S. Treasury or the ability to borrow from the U.S. Treasury. Some U.S. Government securities are supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security. U.S. Government securities include mortgage-backed securities and other types of securitized instruments guaranteed by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity.
Foreign Government Securities: Foreign government securities are debt instruments issued, guaranteed, or supported, as to the payment of principal and interest, by foreign governments, foreign government agencies, foreign semi-governmental entities or supranational entities, or debt instruments issued by entities organized and operated for the purpose of restructuring outstanding foreign government securities. Foreign government securities may not be supported as to the payment of principal and interest by the full faith and credit of the foreign government.
Securitized Instruments: Securitized instruments are debt instruments that generally provide payments of principal and interest based on the terms of the instrument and cash flows generated by the underlying assets. Underlying assets include residential and commercial mortgages, debt instruments, loans, leases, and receivables. Securitized instruments are issued by trusts or other special purpose entities that hold the underlying assets. Certain securitized instruments offer multiple classes that differ in terms of their priority to receive principal and/or interest payments under the terms of the instrument. Securitized instruments include mortgage-backed securities, collateralized debt obligations, and other asset-backed securities. Certain mortgage-backed securities are issued on a delayed delivery or forward commitment basis where payment and delivery take place at a future date.
When-Issued, Delayed Delivery, and Forward Commitment Transactions: When-issued, delayed delivery, and forward commitment transactions, including securities purchased or sold in the to be announced (TBA) market, involve a commitment to purchase or sell a specific security at a predetermined price or yield at which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing or selling securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued or delivered as anticipated, and the seller loses the opportunity to benefit if the price of the security rises. When-issued, delayed delivery, and forward commitment transactions can involve leverage.
Municipal Instruments: Municipal instruments are issued by or for states, territories, or possessions of the United States or by their political subdivisions, agencies, authorities, or other government entities, to raise money for a variety of public and private purposes, including general financing for state and local governments, or financing for a specific project or public facility. Municipal instruments include general obligation bonds of municipalities, state or local governments, project or revenue-specific bonds, municipal lease obligations, and prerefunded or escrowed bonds. Municipal instruments may be fully or partially supported by the state or local governments, by the credit of a private issuer, by the current or anticipated revenues from a specific project or assets, by the issuer’s pledge to make annual appropriations for lease payments, or by domestic or foreign entities providing credit support, such as insurance, letters of credit, or guarantees. Many municipal instruments are supported by insurance, which typically guarantees the timely payment of all principal and interest due on the underlying municipal instrument.
Derivatives: Derivatives are financial contracts whose value is based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure, or index. Derivatives often involve a counterparty to the transaction. Derivatives include futures, forward contracts, options, swaps, and certain complex structured securities.
Principal Risks
The yield and share price of the fund will change daily based on changes in interest rates and market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. As with any mutual fund, the fund may not achieve its objective and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The significance of any specific risk to an investment in the fund will vary over time depending on the composition of the fund’s portfolio, market conditions, and other factors. You should read all of the risk information below carefully, because any one or more of these risks may result in losses to the fund.
The principal risks of investing in the fund are:
Investment Selection Risk: MFS’ investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests. In addition, MFS or the fund’s other service providers may experience disruptions or operating errors that could negatively impact the fund.
Debt Market Risk: Debt markets can be volatile and can decline significantly in response to, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets, or debt markets generally. Certain changes or events,
7
MFS Total Return Bond Fund
such as political, social, or economic developments, including increasing and negative interest rates or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or a segment of a debt market.
Certain of the fund’s investments may be based on reference interest rates, such as the London Interbank Offered Rate (“LIBOR”). The regulatory authority that oversees financial services firms in the United Kingdom has announced plans to transition away from LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR as a reference rate and the nature of any replacement rate. The potential effects of the transition from LIBOR on the fund, or on certain instruments in which the fund invests, are not known. The transition from LIBOR may result in, among other things, an increase in volatility or illiquidity of markets for instruments that currently rely on LIBOR to determine interest rates. Any such effects could have an adverse impact on the fund’s performance.
Interest Rate Risk: The price of a debt instrument typically changes in response to interest rate changes. Interest rates can change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for instruments with longer maturities, or that do not pay current interest. In addition, short-term and long-term interest rates, and interest rates in different countries, do not necessarily move in the same direction or by the same amount. An instrument’s reaction to interest rate changes depends on the timing of its interest and principal payments and the current interest rate for each of those time periods. Instruments with floating interest rates can be less sensitive to interest rate changes. The price of an instrument trading at a negative interest rate responds to interest rate changes like other debt instruments; however, an instrument purchased at a negative interest rate is expected to produce a negative return if held to maturity. Changes in government and/or central bank monetary policy may affect the level of interest rates.
Credit Risk: The price of a debt instrument depends, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due. The price of a debt instrument is likely to fall if an issuer or borrower defaults on its obligation to pay principal or interest, if the instrument’s credit rating is downgraded by a credit rating agency, or based on other changes in, or perceptions of, the financial condition of the issuer or borrower. For certain types of instruments, including derivatives, the price of the instrument depends in part on the credit quality of the counterparty to the transaction. For other types of debt instruments, including securitized instruments, the price of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult.
Below investment grade quality debt instruments can involve a substantially greater risk of default or can already be in default, and their values can decline significantly over short periods of time. Below investment grade quality debt instruments are regarded as having predominantly speculative characteristics with respect to capacity to pay interest and principal. Below investment grade quality debt instruments tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The market for below investment grade quality debt instruments can be less liquid, especially during periods of recession or general market decline.
Foreign Risk: Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies can involve additional risks relating to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, or other confiscation, the fund could lose its entire foreign investment in a particular country. Economies and financial markets are interconnected, which increases the likelihood that conditions in one country or region can adversely impact issuers in different countries and regions. Less stringent regulatory, accounting, auditing, and disclosure requirements for issuers and markets are more common in certain foreign countries. Enforcing legal rights can be difficult, costly, and slow in certain foreign countries, and can be particularly difficult against foreign governments. Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer with exposure to multiple countries as well as affect the U.S. dollar value of foreign currency investments and investments denominated in foreign currencies. Additional risks of foreign investments include trading, settlement, custodial, and other operational risks, and withholding and other taxes. These factors can make foreign investments, especially those tied economically to emerging and frontier markets (emerging markets that are early in their development), more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions than the U.S. market.
Focus Risk: Issuers in a single industry, sector, country, or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions. These conditions include business environment changes; economic factors such as fiscal, monetary, and tax policies; inflation and unemployment rates; and government and regulatory changes. The fund’s performance will be affected by the conditions in the industries, sectors, countries and regions to which the fund is exposed.
Prepayment/Extension Risk: Many types of debt instruments, including mortgage-backed securities, securitized instruments, certain corporate bonds, and municipal housing bonds, and certain derivatives, are subject to the risk of prepayment and/or extension. Prepayment occurs when unscheduled payments of principal are made or the instrument is called or redeemed prior to an instrument’s maturity. When interest rates decline, the instrument is called, or for other reasons, these debt instruments may be repaid more quickly than expected. As a result, the holder of the debt instrument may not be able to reinvest the proceeds at the same interest rate or on the same terms, reducing the potential for gain. When interest rates increase or for other reasons, these debt instruments may be repaid more slowly than expected, increasing the potential for loss. In addition, prepayment rates are difficult to
8
MFS Total Return Bond Fund
predict and the potential impact of prepayment on the price of a debt instrument depends on the terms of the instrument.
Municipal Risk: The price of a municipal instrument can be volatile and significantly affected by adverse tax changes or court rulings, legislative or political changes, market and economic conditions and developments, issuer, industry-specific and other conditions, including as the result of events that cannot be reasonably anticipated or controlled such as social conflict or unrest, labor disruption and natural disasters. Municipal instruments can be less liquid than other types of investments and there may be less publicly available information about the issuers of municipal instruments compared to other issuers. If the Internal Revenue Service or a state taxing authority determines that an issuer of a municipal instrument has not complied with applicable tax requirements, interest from the instrument could become taxable (including retroactively) and the instrument could decline significantly in price. Because many municipal instruments are issued to finance similar projects, especially those relating to education, health care, housing, utilities, and water and sewer, conditions in these industries can significantly affect the fund and the overall municipal market. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market.
Municipal instruments may be more susceptible to downgrades or defaults during economic downturns or similar periods of economic stress, which in turn could affect the market values and marketability of many or all municipal obligations of issuers in a state, U.S. territory, or possession. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many municipal issuers, which may impair a municipal issuer’s ability to meet its financial obligations when due and may adversely impact the value of its bonds, which could negatively impact the performance of the fund. Factors contributing to the economic stress on municipal issuers may include an increase in expenses associated with combatting the COVID-19 pandemic and a decrease in revenues supporting the issuer’s bonds due to factors such as lower sales tax revenue as a result of decreased consumer spending, lower income tax revenue due to higher unemployment, and a decrease in the value of collateral backing revenue bonds due to closures and/or curtailment of services and/or changes in consumer behavior. In light of the uncertainty surrounding the magnitude, duration, reach, costs and effects of the COVID-19 pandemic, as well as actions that have been or could be taken by governmental authorities or other third parties, it is difficult to predict the level of financial stress and duration of such stress municipal issuers may experience.
Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to, and potentially greater than, the risks of the underlying indicator(s). Gains or losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Derivatives can involve leverage. Derivatives can be complex instruments and can involve analysis and processing that differs from that required for other investment types used by the fund. If the value of a derivative does not change as expected relative to the value of the market or other indicator to which the derivative is intended to provide exposure, the derivative may not have the effect intended. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments.
Leveraging Risk: Certain transactions and investment strategies can result in leverage. Leverage involves investment exposure in an amount exceeding the initial investment. In transactions involving leverage, a relatively small change in an underlying indicator can lead to significantly larger losses to the fund. Leverage can cause increased volatility by magnifying gains or losses.
Counterparty and Third Party Risk: Transactions involving a counterparty other than the issuer of the instrument, including clearing organizations, or a third party responsible for servicing the instrument or effecting the transaction, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction. If a counterparty or third party fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the fund could miss investment opportunities, lose value on its investments, or otherwise hold investments it would prefer to sell, resulting in losses for the fund.
Liquidity Risk: Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market, or may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, including investors trying to sell large quantities of a particular investment or type of investment, or lack of market makers or other buyers for a particular investment or type of investment. At times, all or a significant portion of a market may not have an active trading market. Without an active trading market, it may be difficult to value, and it may not be possible to sell, these investments and the fund could miss other investment opportunities and hold investments it would prefer to sell, resulting in losses for the fund. In addition, the fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs, which could result in dilution of remaining investors’ interests in the fund. The prices of illiquid securities may be more volatile than more liquid investments.
Large Shareholder Risk: From time to time, shareholders of the fund (which may include institutional investors, financial intermediaries, or other MFS funds) may make relatively large redemptions or purchases of fund shares. These transactions may cause the fund to sell securities or invest additional cash, as the case may be, at disadvantageous prices. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on the fund’s performance to the extent that the fund may be required to sell securities or invest cash at times it would not otherwise do so. Redemptions of a large number of shares also may increase transaction costs or have adverse tax consequences for shareholders of the fund by requiring a sale of portfolio securities. In addition, a large redemption could result in the fund’s current expenses being allocated over a smaller asset base, leading to an increase in the fund’s expense ratio.
Other Investment Strategies and Risks
Active and Frequent Trading: MFS may engage in active and frequent trading in pursuing the fund’s principal investment strategies. Frequent trading increases transaction costs, which can reduce the fund’s return. Frequent trading can also increase the possibility of capital gain distributions. Capital gain distributions generally increase your tax liability unless you hold your shares through a tax-advantaged or exempt vehicle.
Temporary Defensive Strategy: In response to adverse market, economic, industry, political, or other conditions, MFS may depart from the fund’s principal investment strategies by temporarily investing for defensive purposes. When MFS invests defensively, different factors could affect the fund’s performance and the fund may not achieve its investment objective. In addition, the defensive strategy may not work as intended.
Further Information on Investment Strategies, Types, and Risks: Information about investment strategies and investment
9
MFS Total Return Bond Fund
types not described in the prospectus and the risks associated with those investment strategies and investment types are described in the fund’s Statement of Additional Information (SAI).
Management of the Fund
Investment Adviser
MFS, located at 111 Huntington Avenue, Boston, Massachusetts 02199, serves as the investment adviser for the fund. Subject to the supervision of the fund’s Board of Trustees, MFS is responsible for managing the fund’s investments, executing transactions, and providing related administrative services and facilities under an Investment Advisory Agreement between the fund and MFS.
For the fiscal year ended April 30, 2020, the fund paid MFS an effective management fee equal to 0.39% of the fund’s average daily net assets.
The management fee set forth in the Investment Advisory Agreement is 0.50% of the fund’s average daily net assets annually up to $2.5 billion; 0.35% of the fund’s average daily net assets annually in excess of $2.5 billion and up to $5 billion; 0.34% of the fund’s average daily net assets annually in excess of $5 billion and up to $10 billion; and 0.33% of the fund’s average daily net assets annually in excess of $10 billion.
Effective August 1, 2020, MFS has agreed in writing to reduce its management fee to 0.40% of the fund’s average daily net assets annually up to $2.5 billion. This written agreement will remain in effect until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021.
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the fiscal year ended April 30, 2020, this management fee reduction amounted to 0.01% of the fund’s average daily net assets.
MFS has agreed in writing to bear the fund’s expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as interest and borrowing expenses incurred in connection with the fund’s investment activity), such that “Total Annual Fund Operating Expenses” do not exceed 0.60% of the class’ average daily net assets annually for Class A shares, 1.35% of the class’ average daily net assets annually for Class B shares, 1.45% of the class’ average daily net assets annually for each of Class C and Class R1 shares, 0.45% of the class’ average daily net assets annually for each of Class I and Class R4 shares, 0.95% of the class’ average daily net assets annually for Class R2 shares, 0.70% of the class’ average daily net assets annually for Class R3 shares, 0.36% of the class’ average daily net assets annually for Class R6 shares, 0.65% of the class’ average daily net assets annually for Class 529A shares, and 1.50% of the class’ average daily net assets annually for each of Class 529B and Class 529C shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021.
A discussion regarding the basis for the Board of Trustees’ approval of the Investment Advisory Agreement is available in the fund’s semiannual report for the six-month period ended October 31, 2019.
MFS is America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund, Massachusetts Investors Trust. Net assets under the management of the MFS organization were approximately $507 billion as of June 30, 2020.
Disclosure of Portfolio Holdings. The fund has established a policy with respect to the disclosure of fund portfolio holdings. A description of this policy is provided in the SAI.
The following information is generally available to you at mfs.com/openendfunds by choosing the fund’s name:
Information |
|
Approximate Date of Posting |
Fund’s top 10 holdings as of each month’s end |
|
11 days after month end |
Fund’s full holdings as of each month’s end |
|
19 days after month end |
Holdings also include short positions, if any. Top 10 holdings exclude cash, cash equivalents, short-term investments, currency derivatives, and the cash portion of other derivatives. For purposes of full holdings, cash, cash equivalents, and short-term investments are aggregated and currency derivatives and the cash portion of other derivatives are aggregated.
Note that the fund or MFS may suspend the posting of this information or modify the elements of this Web posting policy without notice to shareholders. Once posted, the above information will generally remain available on mfs.com until at least the date on which the fund files a Form N-CSR or Form N-PORT for the period that includes the date as of which the mfs.com information is current.
Portfolio Manager(s)
Information regarding the portfolio manager(s) of the fund is set forth below. Further information regarding the portfolio manager(s), including other accounts managed, compensation, ownership of fund shares, and possible conflicts of interest, is available in the fund’s SAI.
Portfolio Manager |
|
Primary Role |
|
Five Year History |
Alexander Mackey |
|
Portfolio Manager |
|
Employed in the investment area of MFS since 2001 |
Joshua Marston |
|
Portfolio Manager |
|
Employed in the investment area of MFS since 1999 |
Robert Persons |
|
Portfolio Manager |
|
Employed in the investment area of MFS since 2000 |
Effective June 30, 2021, Robert Persons will no longer be a portfolio manager of the fund.
Administrator
MFS provides the fund with certain financial, legal, and other administrative services under a Master Administrative Services Agreement between the fund and MFS. Under the Agreement, MFS is paid an annual fee for providing these services.
Distributor
MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund.
Shareholder Servicing Agent
MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, provides dividend and distribution disbursing and transfer agent and recordkeeping functions in connection with the issuance, transfer, and redemption of each class of shares of the fund under a Shareholder Servicing Agent Agreement. MFSC receives a fee based on the costs it incurs in providing these services and a target profit margin. In addition, MFSC is reimbursed for payments made to service providers that provide certain sub-accounting and other shareholder services (shareholder servicing payments) and its out-
10
MFS Total Return Bond Fund
of-pocket expenses. No shareholder servicing payments are made for Class R6 shares.
Program Manager(s)
MFD serves as program manager for a qualified tuition program under Section 529 of the Internal Revenue Code of 1986, as amended, through which 529 share classes of the fund are included as investment options to program participants. MFD provides, either directly or through third parties, recordkeeping, tax reporting, and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements under a Master 529 Administrative Services Agreement.
Under the Master 529 Administrative Services Agreement, the fund pays MFD an annual fee of up to 0.05% of the average daily net assets attributable to each 529 share class. MFD pays all or a portion of this fee to third parties.
Qualified tuition program accounts for which MFD serves as program manager may be subject to a $25 annual account maintenance fee. Please consult the program description for your particular qualified tuition program for a discussion of account fees as well as the fees paid to and services received from the program manager.
Description of Share Classes
The fund offers Class A, Class B, Class C, Class I, Class 529A, Class 529B, Class 529C, Class R1, Class R2, Class R3, Class R4, and Class R6 shares through this prospectus. All classes of the fund have the same investment objective and investments, but each class has its own sales charge and expense structure. Your financial intermediary may also charge you additional fees, commissions, or other charges. You should consult with your financial intermediary to help you determine which class is most appropriate for you.
Purchases of Class B and Class 529B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B or Class 529B shares for the same share class of another MFS fund.
Share Class Eligibility
Your financial intermediary is responsible for determining if you meet any share class eligibility requirements. MFS does not generally monitor any share class eligibility requirements.
Class A, Class B, and Class C shares do not have any share class eligibility requirements.
Class I shares generally are available only to the following eligible investors:
● certain retirement plans established for the benefit of employees and former employees of MFS or its affiliates;
● defined benefit retirement plans, endowments or foundations;
● bank trust departments or law firms acting as trustee or manager for trust accounts;
● investors who purchase shares through asset-based fee programs available through financial intermediaries;
● employees and former employees of MFS and its subsidiaries who were employed by MFS or its subsidiaries on or after January 1, 2013, trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, and joint accounts with such persons’ spouses or legal equivalents under applicable state law; and
● trustees and former trustees of any investment company for which MFD serves as a distributor and who served as trustee on or after January 1, 2013, trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, and joint accounts with such persons’ spouses or legal equivalents under applicable state law.
Class I shares are also available to other institutional investors who have entered into an agreement with MFD to purchase Class I shares and investors who purchase shares through brokerage programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class I shares through such programs. In addition, Class I shares are also available to investors whose Class A, Class B, or Class C shares have been converted to Class I shares as a result of no financial intermediary being specified on the investor’s account. (Please see “Conversion Among Share Classes” below.)
Class 529A, Class 529B and Class 529C shares generally are available only to qualified tuition programs for which MFD serves as program manager established in accordance with Section 529 of the Internal Revenue Code of 1986, as amended (tuition programs).
Class R1, Class R2, Class R3, and Class R4 shares generally are available only to eligible retirement plans (401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans any of whose accounts are maintained by the fund at an omnibus level (“Employer Retirement Plans”)), and health savings accounts under Section 223 of the Internal Revenue Code if such accounts are maintained by the fund at an omnibus level.
Class R1, Class R2, Class R3, and Class R4 shares generally are not available to traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, salary reduction only 403(b) plans, and Section 529 tuition plans.
Class R6 shares generally are available only to the following eligible investors:
● Employer Retirement Plans;
● health savings accounts under Section 223 of the Internal Revenue Code if such accounts are maintained by the fund at an omnibus level;
● investment companies distributed by MFD;
● endowments and foundations, local, city and state agencies (or entities acting on their behalf);
● funded welfare benefit plans (e.g., Voluntary Employees’ Beneficiary Association (VEBA) and Other Post-Employment (OPEB) plans);
● unaffiliated registered investment companies;
● collective investment trusts; and
● investors who purchase shares through asset-based fee programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class R6 shares through such programs.
Class R6 shares are also available to other institutional investors who have entered into an agreement with MFD to purchase Class R6 shares and investors who purchase shares through brokerage programs of certain financial intermediaries that have entered into an agreement with MFD to offer Class R6 shares through such programs.
11
MFS Total Return Bond Fund
Conversion Among Share Classes
If you hold Class B or Class 529B shares for approximately eight years, they will convert to Class A or Class 529A shares of the fund, respectively. For purposes of calculating the conversion date, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month.
All Class B or Class 529B shares you acquire through the reinvestment of dividends and distributions will be held in a separate sub-account. Each time any Class B or Class 529B shares in your account convert to Class A or Class 529A shares, a proportionate number of the Class B or Class 529B shares in the sub-account will also convert to Class A or Class 529A shares, respectively.
For shareholders invested in Class B and Class 529B shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period. The automatic conversion of Class B and Class 529B shares to Class A and Class 529A shares, respectively, will not apply to shares held through financial intermediaries that do not track the length of time that a shareholder has held such shares. Please consult your financial intermediary for more information.
If you hold Class C or Class 529C shares for approximately ten years, they will convert to Class A or Class 529A shares of the fund, respectively. For purposes of calculating the conversion date, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month.
All Class C or Class 529C shares you acquire through the reinvestment of dividends and distributions will be held in a separate sub-account. Each time any Class C or Class 529C shares in your account convert to Class A or Class 529A shares, a proportionate number of the Class C or Class 529C shares in the sub-account will also convert to Class A or Class 529A shares, respectively.
For shareholders invested in Class C and Class 529C shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period. The automatic conversion of Class C and Class 529C shares to Class A and Class 529A shares, respectively, will not apply to shares held through financial intermediaries that do not track the length of time that a shareholder has held such shares. Please consult your financial intermediary for more information.
Shareholders may be able to convert between Class A shares and Class I shares of the fund if they satisfy eligibility requirements for the other class, if any. Class I shareholders may be able to convert their Class I shares to Class R6 shares of the fund if they satisfy eligibility requirements of Class R6 shares.
Class C and Class 529C shareholders of the fund may be able to convert their shares to Class A shares and Class 529A shares, respectively, of the fund if their financial intermediary provides written notification to MFD prior to such conversion that the intermediary has determined that Class A or Class 529A was the appropriate share class at the time of purchase for such shareholder and receives approval of such conversion by MFD. Class C shareholders also may be able to convert their Class C shares not subject to a CDSC to Class I shares of the fund if they satisfy eligibility requirements of Class I shares.
Class A, Class B, or Class C shares in an account held directly with MFSC for which no financial intermediary is specified will be periodically converted to Class I shares as authorized by MFD. If your Class A, Class B, or Class C shares are converted to Class I shares pursuant to this conversion feature, all future purchases in your account will be invested in Class I shares. Shareholders will generally be provided with written notice at least 30 days prior to a conversion of their Class A, Class B, or Class C shares to Class I shares.
If a shareholder converts from one share class to another share class of the fund, as described above, the transaction will be based on the respective net asset value of each class as of the trade date for the conversion. Consequently, the converting shareholder may receive fewer shares or more shares than originally owned, depending on that day’s net asset values. The total value of the initially held shares, however, will equal the total value of the converted shares received. A conversion between share classes in the same fund, as described above, is a nontaxable event for federal income tax purposes.
Sales Charges and Waivers and Reductions
You may be subject to an initial sales charge when you purchase Class A or Class 529A shares, or a CDSC when you redeem Class A, Class B, Class C, Class 529B or Class 529C shares. These sales charges are paid to MFD.
You may qualify for a sales charge waiver or reduction when you purchase or redeem shares. The waivers or reductions that are applicable to your transaction depend on your financial intermediary and the type of account and transaction. Further details regarding these waivers and reductions are provided in Appendix A of this prospectus. It is your responsibility to inform your financial intermediary or MFSC upon purchasing fund shares of your eligibility for a sales charge waiver or reduction. Waivers or reductions may be eliminated, modified, and added at any time without providing advance notice to shareholders.
Class A and Class 529A Shares. You may purchase Class A and Class 529A shares at the offering price (which includes the applicable initial sales charge).
The amount of the initial sales charge you pay when you buy Class A or Class 529A shares differs depending upon the amount you invest, as follows:
|
|
INITIAL SALES CHARGE AS PERCENTAGE OF: |
|
||
Amount of Purchase |
|
GROSS PURCHASE
|
|
NET AMOUNT
|
|
Less than $100,000 |
|
4.25 |
% |
4.44 |
% |
$100,000 but less than $250,000 |
|
3.25 |
% |
3.36 |
% |
$250,000 but less than $500,000 |
|
2.25 |
% |
2.30 |
% |
$500,000 or more |
|
None |
|
None |
|
* Offering price is calculated by dividing the net asset value of a share by the difference between 1 and the initial sales charge percentage. Because the offering price is rounded to two decimal places, actual sales charges you pay may be more or less than those calculated using these percentages.
You may purchase Class A and Class 529A shares without an initial sales charge when you invest $500,000 or more in Class A and Class 529A shares. However, for Class A shares purchased without an initial sales charge, for purchasers other than Employer Retirement Plans, a CDSC of 1% will generally be deducted from your redemption proceeds if you redeem within 18 months of purchase.
Class B and Class 529B Shares. You may purchase Class B and Class 529B shares at net asset value without an initial sales charge, but if you redeem your shares within the first six years after
12
MFS Total Return Bond Fund
purchase, you may be subject to a CDSC (declining from 4% during the first year to 0% after six years).
The CDSC is imposed according to the following schedule:
Year of redemption after purchase |
|
1st |
|
2nd |
|
3rd |
|
4th |
|
5th |
|
6th |
|
7th |
|
Contingent deferred sales charge |
|
4 |
% |
4 |
% |
3 |
% |
3 |
% |
2 |
% |
1 |
% |
0 |
% |
Class C and Class 529C Shares. You may purchase Class C or Class 529C shares at net asset value without an initial sales charge. However, a CDSC of 1% will generally be deducted from your redemption proceeds if you redeem within 12 months of your purchase.
Class I Shares. Eligible investors may purchase Class I shares at net asset value without an initial sales charge or a CDSC upon redemption.
Class R1, Class R2, Class R3, Class R4, and Class R6 Shares. Eligible investors may purchase Class R1, Class R2, Class R3, Class R4, and Class R6 shares at net asset value without an initial sales charge or a CDSC upon redemption.
Calculation Of CDSC. As discussed above, certain investments in Class A, Class B, Class C, Class 529B, and Class 529C shares are subject to a CDSC. For purposes of calculating the CDSC, purchases made on any day during a calendar month will age one month at the close of business on the last day of that month, and at the close of business on the last day of each subsequent month. The CDSC is based on the original purchase cost or the current market value of the shares being sold, whichever is less. For purposes of determining the CDSC, if you sell only some of your shares, shares not subject to a CDSC are sold first, followed by shares held the longest.
Shares acquired through reinvestment of distributions are not subject to a CDSC.
Distribution and Service Fees
The fund has adopted a plan in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Distribution Plan”). Under the Distribution Plan, the fund pays distribution and/or service fees to MFD to support the sale and distribution of Class A, Class B, Class C, Class 529A, Class 529B, Class 529C, Class R1, Class R2, and Class R3 shares, and/or shareholder servicing and account maintenance activities. These distribution and/or service fees equal on an annual basis up to the following maximum percentages of average daily net assets of the class:
CLASS |
|
MAXIMUM
|
|
MAXIMUM SERVICE
|
|
MAXIMUM TOTAL
|
|
Class A |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
Class B |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class C |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class 529A |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
Class 529B |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class 529C |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class R1 |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class R2 |
|
0.25 |
% |
0.25 |
% |
0.50 |
% |
Class R3 |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
These fees are paid out of fund assets of the applicable class of shares. Because these fees are an ongoing expense of the fund, they increase the cost of your investment over time and may cost you more than other types of sales charges.
MFD has agreed in writing to waive the Class A, Class 529A, and Class B service fee to 0.15% of each class’ average daily net assets annually until modified by the fund’s Board of Trustees, but such agreement will continue until at least August 31, 2021. Effective January 1, 2020, the 0.75% distribution fee on Class 529B shares is not imposed. The distribution fee may be reinstated at any time. MFD has voluntarily agreed to rebate to the class a portion of such class’ 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to seed money of MFS or an affiliate. The fund has not adopted a Rule 12b-1 plan with respect to its Class I, Class R4, or Class R6 shares.
Financial Intermediary Compensation
The term “financial intermediary” refers to any broker/dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, third-party administrator, insurance company, and any other institution having a selling, administration, or any similar agreement with MFD, MFS, or any of their affiliates.
Financial intermediaries receive various forms of compensation in connection with the sale of shares of a fund and/or the servicing of shareholder accounts. Financial intermediaries may receive such compensation (i) in the form of up-front commissions and ongoing asset-based compensation paid by MFD based on sales charges received and expected to be received by MFD from shareholders and Distribution Plan distribution and service payments received by MFD from the fund, (ii) in the form of 529 administrative services payments paid by MFD, (iii) in the form of shareholder servicing payments paid by an affiliate of MFD based on the receipt of such payments by MFD or its affiliates from the fund, and (iv) in the form of payments paid by MFD from MFD’s own additional resources.
Financial intermediaries may receive up-front commissions of up to the following percentage amounts for sales of the following share classes:
SHARE CLASS |
|
UP FRONT COMMISSION AS A
|
|
Class A or Class 529A |
|
4.25 |
% |
Class B or Class 529B |
|
3.75 |
% |
Class C or Class 529C |
|
1.00 |
% |
In addition, financial intermediaries may receive payments from MFD from MFD’s own additional resources as incentives to market the MFS funds, to cooperate with MFD’s promotional efforts and/or in recognition of their marketing, administrative services, and/or transaction processing support. This compensation from MFD is not reflected in the fees and expenses listed in the fee table section of the fund’s prospectus. MFD compensates financial intermediaries based on criteria established by MFD from time to time that consider, among other factors, the distribution potential of the financial intermediary, the types of products and programs offered by the financial intermediary, the level and/or type of marketing and administrative support provided by the financial intermediary, the level of assets attributable to and/or sales by the financial intermediary and the quality of the overall relationship with the financial intermediary.
These additional payments by MFD may take the form of payments to financial intermediaries that provide marketing support and administrative services to MFD with respect to fund shares sold or held through the financial intermediary’s distribution network and/or through programs such as retirement programs, qualified tuition programs, fund supermarkets, fee-based advisory or wrap fee
13
MFS Total Return Bond Fund
programs, bank trust programs, and insurance (e.g., individual or group annuity) programs. MFD may also make payments to financial intermediaries to help offset the cost associated with client account maintenance support, statement preparation, and transaction processing. To the extent permitted by U.S. Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) rules and other applicable laws and regulations, MFD may make other payments or allow other promotional incentives or payments to financial intermediaries.
The types of payments described above are not exclusive and such payments can be significant to the financial intermediary. In addition, the compensation that financial intermediaries receive may vary by class of shares sold and among financial intermediaries. Depending upon the arrangements in place at any particular time, financial intermediaries may have a financial incentive to recommend a particular fund or share class.
You can find further details in the SAI about the payments made by MFD and its affiliates and the services provided by financial intermediaries. Financial intermediaries may charge you additional fees and/or commissions other than those disclosed in this prospectus. You can ask your financial intermediary for information about any payments it receives from MFD and its affiliates and any services it provides, as well as about fees and/or commissions it charges. Financial intermediaries that sell fund shares may also act as a broker/dealer in connection with a MFS fund’s purchase or sale of portfolio securities. However, the fund and MFS do not consider financial intermediaries’ sales of shares of an MFS fund as a factor when choosing broker/dealers to effect portfolio transactions for the MFS funds.
How To Purchase, Redeem, and Exchange Shares
You may purchase, redeem, and exchange shares of the fund in the manner described below. The fund is generally only available to U.S. residents with a valid U.S. tax identification number (and to certain other qualified investors). If you buy or sell shares of a fund through a retirement account, Section 529 plan, or financial intermediary, the procedures for buying, selling, and exchanging shares of the fund and the features, policies, and fees may differ from those discussed in this prospectus. Investment minimums may be waived or reduced for certain types of investors and investments and your financial intermediary may have additional minimums.
How to Purchase Shares
Your shares will be bought at the offering price (the net asset value per share plus any applicable initial sales charge) next calculated after your purchase order is received in proper form. A purchase of shares by an MFS fund is treated as received by the fund when the MFS fund receives the purchase order in proper form to be allocated to the fund. Your financial intermediary is responsible for transmitting your purchase order to the fund in proper form and in a timely manner. MFSC reserves the right to reject any purchase order that is not in proper form. The specific requirements for proper form depend on the type of account and transaction and the method of purchase; contact MFSC if you have questions about your particular circumstances. Certain restrictions apply to the use of a transfer on death registration. You or your financial intermediary should contact MFSC to obtain a Transfer on Death registration form and for information regarding MFSC’s other requirements for transfer on death registrations. If payment for a purchase order is not received by the time required under applicable law, your purchase order may be cancelled and your financial intermediary could be liable for any costs or losses.
The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders. The fund may stop offering shares completely, or may offer shares only on a limited basis, for a period of time or permanently.
The fund is required by law to obtain from you certain information that will be used to verify the identity of the account owner. If you do not provide the information, the fund will not be able to open your account. The fund must also take certain steps to verify that the account information you provide is correct.
Purchases of Class B and Class 529B shares are closed to new and existing investors except through reinvestment of dividends and capital gain distributions. Existing investors may continue to exchange their Class B or Class 529B shares for the same share class of another MFS fund.
Class A, Class B, and Class C Shares. You can establish an account by having your financial intermediary process your purchase or by contacting MFSC directly.
Purchases of Class B shares are subject to a total account value limitation at the time of purchase of $99,999, and purchases of Class C shares are subject to a total account value limitation at the time of purchase of $499,999. If your existing accounts for all share classes held with the MFS funds have a total value equal to $99,999 for Class B share purchases or $499,999 for Class C share purchases, you will not be able to purchase Class B or Class C shares, as applicable. For the purpose of determining your total account value, existing accounts for all share classes held with the MFS funds that are linked under a Letter of Intent or Right of Accumulation will be included.
The fund or its agents may at their discretion accept a purchase request for Class B shares or Class C shares that would otherwise exceed the total account value limitation of $99,999 and $499,999, respectively, under certain circumstances, including purchases by certain types of group or sponsored retirement plans.
Class I Shares. You can establish an account through your MFD representative, by having your financial intermediary process your purchase, or by contacting MFSC directly.
Class R1, Class R2, Class R3, Class R4, and Class R6 Shares. You can establish an account through your financial intermediary or by contacting MFSC directly. For Class R6 investors, you can also establish your account through your MFD representative.
529 Share Classes. You can establish an account by having your financial intermediary process your purchase or by contacting MFSC directly.
Purchases of Class 529B shares are subject to a total account value limitation at the time of purchase of $99,999, and purchases of Class 529C shares are subject to a total account value limitation at the time of purchase of $499,999. If your existing accounts for all share classes held with the MFS funds have a total value equal to $99,999 for Class 529B share purchases or $499,999 for Class 529C share purchases, you will not be able to purchase Class 529B or Class 529C shares, as applicable. For the purpose of determining your total account value, existing accounts for all share classes held with the MFS funds that are linked under a Letter of Intent or Right of Accumulation will be included.
In addition, the Internal Revenue Code of 1986, as amended, and tuition programs impose a maximum total contribution limitation for designated beneficiaries on behalf of whom assets under tuition programs are held, which may result in a limitation on your ability to purchase the fund’s 529 share classes. Please see the program description for details concerning the maximum contribution limitation and its application. An account owner of a newly-established account under a tuition program in which the designated
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MFS Total Return Bond Fund
beneficiary is age 12 or older will not be permitted to purchase Class 529B shares, unless the newly established account results from a transfer of registration from another MFS fund account. Please see the program description for details and additional restrictions.
Additional Purchases
You may purchase additional shares through your financial intermediary or MFSC.
Additional Purchases Directly Through MFSC.
● Mail. You may purchase additional shares by mailing a check with your investment instructions to MFSC.
● Telephone. You may purchase additional shares by phone from your pre-designated bank account. You must elect this privilege on your account application or service application. Purchases via telephone are not available for certain types of accounts.
● Internet. You may purchase additional shares from a pre-designated bank account via the Internet at mfs.com (MFS Access). You must elect this privilege on your account application or service application and establish a password on MFS Access to use this service. Purchases via the Internet are not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares, and certain types of accounts.
● Wire. To purchase additional shares by wire, call MFSC for instructions.
● Automatic Investment Plan. You may purchase additional shares by automatically investing a designated amount from your checking or savings account on any day of the month. You must elect this privilege on your account application or service application.
Additional Purchases Through Your Financial Intermediary. You can have your financial intermediary purchase shares on your behalf. Your financial intermediary will be responsible for furnishing all necessary documents to MFSC and may charge you for this service.
How to Redeem Shares
Your shares will be sold at the net asset value per share next calculated after your redemption order is received in proper form, minus any applicable CDSC and/or other fees. A redemption of shares by an MFS fund is treated as received by the fund when the MFS fund receives the redemption order in proper form to be allocated to the fund. Your financial intermediary is responsible for transmitting your redemption order to the fund in proper form and in a timely manner. MFSC reserves the right to reject any redemption request that is not in proper form. The specific requirements for proper form depend on the type of account and transaction and the method of redemption; contact MFSC if you have questions about your particular circumstances.
In certain circumstances, you will need to have your signature guaranteed and/or submit additional documentation to redeem your shares. In general, no signature guarantee is required for a redemption order for up to $100,000 that is signed by all owners or fiduciaries identified in the account registration, paid as registered, and mailed to the address of record. However, if you have changed your address of record within 30 days of your redemption order, a Medallion signature guarantee will generally be required. A Medallion signature guarantee will also generally be required if you want to send your redemption proceeds to a pre-designated bank account that was added or changed on your account within 30 days of your redemption order.
The fund typically processes your redemption proceeds, after your request is received in proper form, by the end of the next business day for payment by wire and payment processed through DTCC’s Defined Contribution Clearance & Settlement System or Fund/SERV system (financial intermediaries can choose to have payments processed through the Fund/SERV system by the end of the second business day instead of the next business day), and by the end of the second business day for payment by check, Automated Clearing House, and for payment to MFS funds. However, the fund may delay processing your redemption request for up to seven days. Under unusual circumstances, such as when the NYSE is closed, trading on the NYSE is restricted, or as permitted by the SEC, the fund may suspend redemptions or postpone payment for more than seven days.
If you recently purchased shares and subsequently request a redemption, redemption proceeds (other than in an exchange) for the shares you recently purchased will generally be delayed until money from such purchases sufficient to cover your redemption has been received and collected. Receiving and collecting payment can take up to seven business days after a purchase. You can avoid this delay by purchasing shares by wire transfer.
The fund typically expects to meet redemption requests by holding cash and/or cash equivalents, selling investments, and using overdraft provisions or lines of credit. The fund may also meet redemption requests by redeeming shares in kind for large redemptions or during stressed market conditions. If, during any 90-day period, you redeem shares in an amount greater than the lesser of $250,000 or 1% of fund net assets, and if MFS determines it to be feasible and appropriate, the fund may pay the redemption amount above such threshold by a distribution in kind of portfolio securities (redemption in kind). In the event that the fund makes a redemption in kind, you should expect to incur brokerage and other transaction charges when converting the securities to cash, and the securities will likely increase or decrease in value before you sell them.
You may redeem your shares either by having your financial intermediary process your redemption or by contacting MFSC directly.
Redeeming Directly Through MFSC.
● Mail. To redeem shares by mail, you can send a letter, or the applicable redemption form, to MFSC with the name of the fund, your account number, and the number of shares or dollar amount to be redeemed. MFSC currently charges a fee to send your proceeds via overnight mail.
● Telephone. If a signature guarantee is not required, you can call MFSC to have shares redeemed from your account and proceeds mailed to the address of record on the account. MFSC currently charges a fee to send your proceeds via overnight mail. You can also call MFSC to have shares redeemed from your account and the proceeds sent directly to a pre-designated bank account. You must elect this privilege on your account application or service application if you wish to have proceeds sent to your bank account. Telephone redemptions are not available for certain types of accounts.
● Internet. If a signature guarantee is not required, you can have shares redeemed from your account via the Internet at mfs.com (MFS Access) and the proceeds mailed to the address of record on the account. You
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MFS Total Return Bond Fund
can also have shares redeemed from your account via MFS Access and the proceeds sent directly to a pre-designated bank account. You must elect this privilege on your account application or service application and establish a password on MFS Access to use this service. Redemptions via the Internet are not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares, and certain types of accounts.
● Systematic Withdrawal Plan (not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares). If you have a balance of at least $5,000 in your account in the fund, you may elect to automatically receive (or designate someone else to receive) regular periodic payments (of at least $50 if by check) through an automatic redemption of such classes. The fund may terminate any Systematic Withdrawal Plan for an account if the value of the account falls below $5,000 as a result of share redemptions (other than as a result of a Systematic Withdrawal Plan). Please contact MFSC or your financial intermediary for details.
● Checkwriting. You may redeem your Class A and Class C shares by writing checks against your account. There is no charge for this service. You must elect this privilege on your account application to use this service. Shares in your account equal in value to the amount of the check plus the applicable CDSC (if any) and any income tax required to be withheld (if any), are redeemed to cover the amount of the check. If your account value is not great enough to cover these amounts, your check will be dishonored. Checkwriting is not available for all accounts.
Redeeming Through Your Financial Intermediary. You can have your financial intermediary process a redemption on your behalf. Your financial intermediary will be responsible for furnishing all necessary documents to MFSC and may charge you for this service.
Signature Guarantee/Additional Documentation. If a Medallion signature guarantee is required, your signature may be guaranteed by an eligible bank, broker/dealer, credit union, national securities exchange, registered securities association, clearing agency, or savings association that participates in a Medallion program recognized by the Securities Transfer Association. MFSC may require additional documentation for certain types of registrations and under certain circumstances. Signature guarantees and this additional documentation shall be accepted in accordance with policies established by MFSC, and MFSC may, at its discretion, change and make certain exceptions to these requirements. Please contact MFSC with any questions and for the requirements for your particular situation.
Share Certificates. If certificates are outstanding for your shares, you may only redeem such shares by mailing the certificates to MFSC. Telephone, electronic, and systematic withdrawal plan redemptions and checkwriting are not available if certificates are outstanding for your shares.
Involuntary Redemptions. Because it is costly to maintain small accounts, the MFS funds have reserved the right to redeem your Class A, Class B, or Class C shares without your permission when your account contains less than $500 for any reason, including market fluctuation. Before the fund makes such a redemption, you will be notified and given 60 days to increase your investment to at least $500. Certain accounts are not subject to these provisions. Any applicable CDSC will be waived for shares redeemed due to the small size of a shareholder’s account.
In addition, the MFS funds have reserved the right to redeem your shares without your permission in cases of threatening conduct or suspicious, fraudulent, or illegal activity. Any applicable CDSC will be assessed upon redemption of your shares.
How to Exchange Shares
An exchange involves the redemption of shares of one fund and the purchase of shares of another fund.
Exchange Privilege. You can exchange your shares for shares of the same class, if available, of most other MFS funds at their respective net asset values by having your financial intermediary process your exchange request or by contacting MFSC directly.
You can exchange your Class A shares and your Class I shares for shares of MFS U.S. Government Money Market Fund, if available, according to the terms of such fund’s prospectus.
You can exchange your Class R6 shares of the fund for shares of MFS Institutional International Equity Fund, if available, subject to the eligibility requirements for such shares, according to the terms of MFS Institutional International Equity Fund’s prospectus.
Your ability to exchange your Class 529A, Class 529B, or Class 529C shares of the fund for corresponding Class 529A, Class 529B, and Class 529C shares of other MFS funds may be limited under Section 529 of the Internal Revenue Code of 1986, as amended, and the tuition program through which your investment in the MFS funds is made. Please see the tuition program description for details.
Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange. Shares will retain the CDSC schedule in effect based upon a pro rata share of the CDSC from the exchanged fund and the original purchase date of the shares subject to the CDSC.
You should read the prospectus of the MFS fund into which you are exchanging and consider the differences in investment objectives, policies, and risks, and in fees and expenses, before making an exchange. The exchange privilege may be changed or discontinued at any time, and all exchanges are subject to certain limitations and the MFS funds’ policies concerning disruptive trading practices, which are designed to protect the funds and their shareholders from the harmful effects of frequent trading. No more than ten exchanges may be made in any one exchange request by telephone.
The MFS funds allow certain financial intermediaries to place exchange orders on behalf of a group of their discretionary investment advisory clients (“group exchange orders”). As with any exchange request, the funds and their agents reserve the right to reject any group exchange order, and the funds’ agents will generally reject any group exchange order received by the funds or their agents after 1 p.m., Eastern time. In addition, MFD has agreements with certain financial intermediaries which set forth the terms and conditions under which group exchange orders may be placed by these financial intermediaries. These conditions may be more restrictive than those applicable to individual exchange orders, and may include the requirement to provide the funds or their agents with advance notice of group exchange orders.
Automatic Exchange Plan (not available for Class R1, Class R2, Class R3, Class R4, and Class R6 shares). If you have a balance of at least $2,000 in your account in the fund, you may participate in the automatic exchange plan, a dollar-cost averaging program. This plan permits you to make automatic periodic exchanges from your account in the fund for shares of the same class of other MFS funds. Exchanges will generally be made at net asset value without any sales charges; however, you will pay the initial sales charge, if applicable, if you have not already paid this charge on these shares.
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MFS Total Return Bond Fund
Disruptive Trading
General Purchase and Exchange Limitation Policy. The MFS funds reserve the right to restrict, reject, or cancel, without any prior notice, any purchase or exchange order, including transactions believed to represent frequent or other disruptive trading activity. In the event that MFSC rejects or cancels an exchange request, neither the redemption nor the purchase side of the exchange will be processed. Each MFS fund reserves the right to delay for one business day the processing of exchange requests in the event that, in MFSC’s judgment, in consultation with MFS, as appropriate, such delay would be in the fund’s best interest, in which case both the redemption and purchase side of the exchange will receive the funds’ net asset values at the conclusion of the delay period.
Disruptive Trading Risks. To the extent that the MFS funds or their agents are unable to curtail disruptive trading practices in a fund (e.g., frequent trading) or to the extent there are large or frequent redemptions in a fund, these purchases and/or redemptions can interfere with the efficient management of the fund’s portfolio, may result in increased transaction and administrative costs, and may adversely impact the fund’s performance.
In addition, to the extent that the fund invests in foreign securities, the interests of long-term shareholders may be diluted as a result of time-zone arbitrage, a short-term trading practice that seeks to exploit changes in the value of the fund’s investments that result from events occurring after the close of the foreign markets on which the investments trade, but prior to the time the fund determines its net asset value. The fund’s use of fair valuation can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that the fund’s fair valuation policies and procedures will prevent dilution of the fund’s net asset value by short-term traders.
To the extent that the fund invests in securities that trade infrequently or are difficult to value, such as the securities of smaller companies, high yield debt instruments, and floating rate loans, the interests of long-term shareholders may be diluted as a result of price arbitrage, a short-term trading strategy that seeks to exploit perceived pricing inefficiencies in the fund’s investments. Such short-term trading strategies may interfere with efficient management of the fund’s portfolio to a greater degree than funds that invest in more frequently traded or liquid securities, in part because the fund may have difficulty selling these portfolio securities at advantageous times or prices to satisfy large and/or frequent redemption requests. Any successful price arbitrage may also cause dilution in the value of fund shares held by other shareholders.
Frequent Trading. The fund is not intended to serve as a vehicle for frequent trading. The Board of Trustees of the fund has adopted the purchase and exchange limitation policy described below, which it believes is reasonably designed to discourage frequent fund share transactions. MFSC seeks to monitor and enforce this policy, subject to oversight by the Board of Trustees. The fund may alter its policies at any time without notice to shareholders.
MFSC will generally restrict, reject or cancel purchase and exchange orders into the fund if MFSC determines that an accountholder has made two exchanges, each in an amount of $15,000 or more, out of an account in the fund during a calendar quarter (“two exchange limit”). This policy does not apply to MFS money market funds or to exchanges initiated by another MFS fund that invests in the fund, a retirement plan trustee or sponsor rather than by a plan participant, and other similar non-discretionary exchanges (e.g., in connection with fund mergers/acquisitions/liquidations). MFSC may make exceptions to this policy if, in its judgment, the transaction does not represent frequent trading activity, such as purchases made through systematic purchase plans (but not systematic exchange plans), payroll contributions, or distribution investment programs. In applying this policy, MFSC considers the information available to it at the time and reserves the right to consider trading effected through multiple accounts that are under common ownership, control, or influence to be trading out of a single account.
Exchanges made on the same day in the same account are aggregated for purposes of counting the number and dollar amount of exchanges made by the accountholder (e.g., an accountholder who on the same day exchanges $16,000 from the fund into two other MFS funds, by exchanging $8,000 into each of the two MFS funds, will be viewed as having made one exchange transaction exceeding $15,000 in value).
Omnibus accounts, in which shares are held in the name of a financial intermediary on behalf of multiple underlying shareholders, are a common form of holding shares among certain financial intermediaries such as brokers, retirement and Section 529 plans, investment advisers, and insurance companies.
Financial intermediaries are required to reject any purchase or exchange orders in the fund if they believe the orders represent frequent trading activity unless they notify MFSC or an affiliate in writing that they do not monitor for frequent trading (“Waived Financial Intermediary”). With respect to Waived Financial Intermediaries, MFSC will take action reasonably designed to discourage frequent trading that is not in the best interests of the fund by the customers of such Waived Financial Intermediary, including requesting underlying shareholder account data more frequently than from other financial intermediaries.
With respect to omnibus accounts that provide MFSC with underlying shareholder data daily, MFSC will apply the two exchange limit directly to underlying shareholders. For all other accounts which MFSC determines are omnibus accounts, MFSC will apply the two exchange limit to the omnibus account itself. Applying the two exchange limit to the omnibus account itself will not necessarily detect violations of the two exchange limit by underlying shareholders. If the financial intermediary associated with an omnibus account that has triggered the two exchange limit demonstrates to MFSC, as determined in MFSC’s sole discretion, that no single underlying shareholder triggered the two exchange limit, then MFSC will remove any restrictions, rejections or cancellations imposed on the account. If the financial intermediary demonstrates to MFSC that a single underlying shareholder triggered the two exchange limit and that the financial intermediary itself will apply applicable restrictions, rejections or cancellations to that underlying shareholder, MFSC will likewise remove any restrictions, rejections or cancellations imposed on the omnibus account. Otherwise, MFSC will continue to apply the two exchange limit to the omnibus account.
Certain financial intermediaries may use procedures to restrict frequent trading by their customers who invest in the fund while others may not employ any procedures to restrict frequent trading. Such procedures, if any, may be less restrictive than the fund’s purchase and exchange limitation policy, may permit transactions not permitted by the fund’s purchase and exchange limitation policy, including transactions in excess of the two exchange limit, and/or may prohibit transactions not subject to the fund’s purchase and exchange limitation policy. You should consult your financial intermediary about any restrictions it imposes on frequent trading.
There is no assurance that MFSC will be able to detect or prevent frequent trading. Shareholders seeking to engage in frequent trading practices may deploy a variety of strategies to avoid detection, and MFSC is generally not able to identify trading by a particular underlying shareholder within an omnibus account, which
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MFS Total Return Bond Fund
makes it difficult or impossible to determine if a particular underlying shareholder is engaged in frequent trading.
MFSC reviews trading activity to detect trading activity that may be indicative of frequent trading based on its internal parameters for detecting frequent trading, including reviewing transactions (including exchanges) that exceed a certain dollar amount, transactions involving similar dollar amounts, or transactions that occur close in time to other transactions in the same account or in multiple accounts that are under common ownership or influence. Any or all of these parameters (including those not listed) may change at any time. MFSC does not review the trading activity by other MFS funds that invest in the fund. If MFSC detects suspicious trading activity at the omnibus account level, it will contact the financial intermediary to request underlying shareholder level activity to determine whether there is underlying shareholder level frequent trading. However, the underlying shareholder data received may not reflect information about the ultimate underlying shareholders because there may be multiple layers of omnibus accounts. If frequent trading is identified, MFSC will take appropriate action, such as requesting the financial intermediary to prohibit purchases into the account by the underlying shareholder, requiring purchases by the underlying shareholder to be submitted only by mail, or prohibiting purchases from the financial intermediary.
MFSC’s ability to monitor and deter frequent trading in omnibus accounts depends on, among other factors, the frequency with which MFSC requests underlying shareholder account data from omnibus accounts. MFSC expects to request underlying shareholder data based on its assessment of the likelihood of frequent trading by underlying shareholders among other factors. MFSC expects to request underlying shareholder data from Waived Financial Intermediaries more frequently than from other financial intermediaries. There is no assurance that MFSC will request data with sufficient frequency to detect or prevent frequent trading in omnibus accounts effectively.
Other Considerations
Unauthorized Transactions. MFS will not be responsible for losses that result from unauthorized transactions unless MFSC does not follow procedures reasonably designed to verify your identity. If an account has more than one owner or authorized person, MFSC will accept telephone and online instructions from any one owner or authorized person, except MFSC will require instructions for a redemption from all trustees of trust accounts registered with multiple trustees. It is important that you contact MFSC immediately about any transactions made through MFSC you believe to be unauthorized.
Ability to Contact MFSC. Certain methods of contacting MFSC, such as by mail, telephone, or electronically, may be unavailable or delayed (for example, after natural disasters, during periods of significant/major political, social, or economic instability, or in the event of a cyber security incident).
Unclaimed Accounts and Uncashed Checks. If your account has no activity for a certain period of time and/or mail sent to you on behalf of the fund is returned by the post office, the fund may be required to transfer your account and any assets related to uncashed checks to the appropriate state under the state’s abandoned property laws. To avoid such action, it is important to keep your account address up to date and periodically communicate with the fund, MFSC, or your financial intermediary. When a traditional IRA account is transferred to a state as abandoned property, the Internal Revenue Service considers the transfer a taxable distribution subject to federal income tax withholding and reporting. The fund and MFSC will not be liable to shareholders or their representatives for good faith compliance with abandoned property laws.
Reservation of Other Rights. In addition to the rights expressly stated elsewhere in this prospectus, subject to applicable rules, laws, and regulations, MFSC reserves the right to: 1) alter, add, or discontinue any conditions of purchase, redemption, service, or privilege at any time without notice; 2) freeze any account or suspend account services when MFSC has received reasonable notice (written or otherwise) of a dispute between registered or beneficial account owners or when MFSC believes a fraudulent transaction may occur or has occurred; and 3) change, impose, discontinue, or waive any fee it charges.
Anti-Money Laundering Restrictions. Federal law requires the fund to implement policies and procedures reasonably designed to prevent, detect and report money laundering and other illegal activity. The fund, consistent with applicable federal law, may redeem your shares and close your account; suspend, restrict or cancel purchase and redemption orders; process redemption requests and withhold your proceeds; and take other action if it is unable to verify your identity within a reasonable time or conduct required due diligence on your account or as otherwise permitted by its anti-money laundering policies and procedures. Any applicable CDSC will be assessed upon redemption of your shares.
Confirmations in Quarterly Statements. Transactions made under certain periodic investment and withdrawal programs (including reinvestment plans) will be confirmed on quarterly account statements.
Other Information
Valuation
The price of each class of the fund’s shares is based on its net asset value. The net asset value of each class of shares is determined each day the NYSE is open for trading as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time). However, net asset value may be calculated earlier in emergency situations or as otherwise permitted by the SEC. Net asset value per share is computed by dividing the net assets allocated to each share class by the number of shares outstanding for that class. On days when the NYSE is closed (such as weekends and holidays), net asset value is not calculated, and the fund does not transact purchase and redemption orders. To the extent the fund’s assets are traded in other markets on days when the fund does not price its shares, the value of the fund’s assets will likely change when you will not be able to purchase or redeem shares of the fund.
To determine net asset value, the fund’s investments for which reliable market quotations are readily available are valued at market value, and funds in which the fund invests are generally valued at their net asset value per share. Certain short term debt instruments may be valued at amortized cost.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to MFS pursuant to valuation policies and procedures approved by the Board of Trustees. If MFS determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by MFS in accordance with such procedures under the oversight of the Board of Trustees.
Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. These valuations can be based on
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MFS Total Return Bond Fund
both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.
In addition, investments may be valued at fair value if MFS determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as a foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. MFS generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment.
The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Distributions
The fund intends to declare a dividend daily and to pay any dividends to shareholders at least monthly.
Any capital gains are distributed at least annually.
Distribution Options
The following distribution options are generally available for Class A, Class B, Class C, and Class I shares:
● Dividend and capital gain distributions automatically reinvested in additional shares (this option will be assigned if no other option is specified);
● Dividend distributions in cash; capital gain distributions automatically reinvested in additional shares;
● Dividend and capital gain distributions in cash; or
● Dividend and capital gain distributions automatically reinvested into the same class of shares of another MFS fund (not available for Class B shares).
Not all options are available for every class or every account.
Dividends and capital gain distributions for Class 529A, Class 529B, Class 529C, Class R1, Class R2, Class R3, Class R4, and Class R6 shares can only be reinvested in additional shares of the fund, except with respect to Class R6 shares, certain institutional shareholders, shareholders who purchase shares through brokerage programs of certain financial intermediaries, and shareholders who purchase shares through asset-based fee programs of certain financial intermediaries may elect any of the other distribution options described above.
The distribution option for accounts with dividend distributions of less than $10 generally will be changed to reinvestment in additional shares of the fund. If you have elected to receive distributions in cash, and the postal service is unable to deliver checks to your address of record, or you do not respond to mailings from MFSC with regard to uncashed distribution checks, your distribution option may be converted to having all distributions reinvested in additional shares. You should contact MFSC to change your distribution option, and your request to do so must be received by MFSC before the record date for a distribution in order to be effective for that distribution. No interest will accrue on amounts represented by uncashed distribution checks.
Tax Considerations
The following discussion is very general. You are urged to consult your tax adviser regarding the effect that an investment in the fund will have on your particular tax situation, including possible foreign, state, and local taxes. This discussion does not apply to shares of the fund held through tax-advantaged retirement plans or by shareholders that are not “U.S. persons” under the Internal Revenue Code of 1986, as amended.
The fund expects to distribute substantially all of its income and gains annually. Distributions from the fund are taxable whether you receive them in cash or reinvest them in additional shares. If you buy shares when the fund has realized but not yet distributed ordinary income or capital gains, you will pay full price for the shares and then receive a portion back as a taxable distribution.
Any gain resulting from the redemption, sale, or exchange of your shares will generally also be subject to tax.
For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long the fund owned or is deemed to have owned the investments that generated them, rather than how long you have owned your shares. Distributions of gains from the sale of investments that the fund owned for more than one year and that are properly reported by the fund as capital gain dividends will be treated as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates. Distributions of gains from the sale of investments that the fund owned for one year or less will be taxable as ordinary income. If some or all of the fund’s income derives from “qualified dividend income” and if you are an individual who meets holding period and other requirements with respect to the fund’s shares, those distributions that are properly reported by the fund as derived from qualified dividend income are taxed to you at the reduced rates applicable to net capital gains. The fund does not expect a significant portion of fund distributions to be derived from qualified dividend income.
The fund’s investments in certain debt instruments may cause the fund to recognize income in excess of the cash generated by such instruments. Thus, the fund could be required at times to liquidate other investments in order to satisfy its distribution requirements.
A 3.8% Medicare contribution tax is generally imposed on distributions paid by the fund (other than exempt-interest dividends, if any) to, and net gains recognized on the sale, redemption, exchange, or other taxable disposition of shares of the fund by certain individuals, estates and trusts to the extent their income exceeds certain threshold amounts.
The fund’s investments in foreign securities may be subject to foreign withholding or other taxes, which will decrease the fund’s return on those securities; you generally are not expected to be eligible to claim a credit (or a deduction) for such amounts on your federal income tax return.
The Form 1099 that is provided to you early each year details your distributions from the fund and how they are treated for federal tax purposes, and cost basis information for shares purchased on or after January 1, 2012, that you redeemed, sold, or exchanged. Our default method for calculating cost basis is average cost basis. More information about other cost basis methods and a cost basis selection/change form are available on mfs.com. If your account is held by your financial intermediary, you must contact your financial
19
MFS Total Return Bond Fund
intermediary to obtain information about available cost basis methods and cost basis elections for your account.
Special Considerations for 529 Share Classes. In addition to the tax considerations discussed above, please note the following tax considerations that apply specifically to the ownership of the fund’s 529 share classes through a tuition program that qualifies under Internal Revenue Code Section 529.
The fund is an investment option under one or more tuition programs designed to qualify under Section 529 so that earnings on investments are not subject to federal income tax (to either a contributor to the tuition program or a designated beneficiary) until the earnings are withdrawn. Withdrawals of earnings that are used to pay ‘‘qualified higher education expenses’’ or elementary or secondary public, private or religious school expenses are tax-free for federal income tax purposes, provided that, in the case of withdrawals used to pay elementary or secondary public, private or religious school expenses, such withdrawals do not exceed $10,000 per year. State and local income taxes may still apply. These tax benefits are not available to 529 shares that are not owned through a qualifying Section 529 tuition program.
Withdrawals of earnings that are not used for the designated beneficiary’s qualified higher education expenses generally are subject not only to federal income tax but also to a 10% penalty tax (unless such amounts are transferred within sixty (60) days to another tuition program for the same designated beneficiary or another designated beneficiary who is a member of the family of the designated beneficiary with respect to which the distribution was made and certain other conditions are satisfied). The 10% penalty tax will not apply to distributions made under certain circumstances, including certain distributions made after the designated beneficiary dies, becomes disabled, or receives a scholarship or other tax-free payment for educational expenses that does not exceed the amount of the distribution. Distributions attributable to contributions to the tuition program (including the portion of any rollover from another tuition program that is attributable to contributions to that program) are not subject to tax.
You are urged to consult your own tax adviser for information about the federal, state, and local tax consequences of your investment in the fund’s 529 share classes.
Information about the Summary Prospectus, Prospectus, and SAI
The summary prospectus, prospectus, and SAI for a fund provide information concerning the fund. The summary prospectus, prospectus, and SAI are updated at least annually and any information provided in a summary prospectus, prospectus, or SAI can be changed without a shareholder vote unless specifically stated otherwise. The summary prospectus, prospectus, and SAI are not contracts between the fund and its shareholders and do not give rise to any contractual rights or obligations or any shareholder rights other than any rights conferred explicitly by federal or state securities laws that may not be waived.
Provision of Financial Reports and Summary Prospectuses
The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one paper copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.
Additional Information on Fees and Expenses and Performance
Fees and Expenses
The annual fund operating expenses shown in “Fees and Expenses” are based on annualized expenses reported during the fund’s most recently completed fiscal year expressed as a percentage of a class’ average net assets during the period. Expenses for Class 529B shares have been adjusted to reflect the full impact of the distribution fee. Annual fund operating expenses have not been adjusted to reflect the fund’s current asset size. In general, annual fund operating expenses, expressed as a percentage of a class’ average net assets, increase as the fund’s assets decrease. Annual fund operating expenses will likely vary from year to year.
Performance Information
All performance information shown in the “Class A Bar Chart” and the “Performance Table” reflects any applicable fee reductions and waivers and expense reimbursements in effect during the periods shown; without these, the performance would have been lower.
From time to time, the fund may receive proceeds from litigation settlements, without which performance would be lower.
20
MFS Total Return Bond Fund
Financial Highlights
The financial highlights are intended to help you understand a fund’s financial performance for the past five years. Certain information reflects financial results for a single fund share. The total returns in the financial highlights represent the rate by which an investor would have earned (or lost) on an investment in a fund (assuming reinvestment of all distributions) held for the entire period. This information has been audited by the fund’s independent registered public accounting firm, whose report, together with the fund’s financial statements, is included in the fund’s Annual Report to shareholders. The fund’s Annual Report is available upon request by contacting MFSC (please see back cover for address and telephone number). The fund’s independent registered public accounting firm is Deloitte & Touche LLP.
Class A
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.62 |
|
$ |
10.39 |
|
$ |
10.67 |
|
$ |
10.79 |
|
$ |
10.96 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.30 |
|
$ |
0.30 |
|
$ |
0.25 |
|
$ |
0.27 |
|
$ |
0.28 |
|
Net realized and unrealized gain (loss) |
|
0.47 |
|
0.23 |
|
(0.27 |
) |
(0.10 |
) |
(0.10 |
) |
|||||
Total from investment operations |
|
$ |
0.77 |
|
$ |
0.53 |
|
$ |
(0.02 |
) |
$ |
0.17 |
|
$ |
0.18 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.31 |
) |
$ |
(0.30 |
) |
$ |
(0.26 |
) |
$ |
(0.29 |
) |
$ |
(0.31 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.31 |
) |
$ |
(0.30 |
) |
$ |
(0.26 |
) |
$ |
(0.29 |
) |
$ |
(0.35 |
) |
Net asset value, end of period (x) |
|
$ |
11.08 |
|
$ |
10.62 |
|
$ |
10.39 |
|
$ |
10.67 |
|
$ |
10.79 |
|
Total return (%) (r)(s)(t)(x) |
|
7.30 |
|
5.22 |
|
(0.22 |
) |
1.63 |
|
1.76 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.79 |
|
0.82 |
|
0.88 |
|
0.90 |
|
0.89 |
|
|||||
Expenses after expense reductions (f) |
|
0.67 |
|
0.69 |
|
0.74 |
|
0.74 |
|
0.74 |
|
|||||
Net investment income (loss) |
|
2.69 |
|
2.89 |
|
2.36 |
|
2.49 |
|
2.63 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
2,458,183 |
|
$ |
1,967,507 |
|
$ |
1,761,171 |
|
$ |
1,706,798 |
|
$ |
1,829,002 |
|
Class B
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.64 |
|
$ |
10.41 |
|
$ |
10.68 |
|
$ |
10.80 |
|
$ |
10.97 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.22 |
|
$ |
0.22 |
|
$ |
0.17 |
|
$ |
0.19 |
|
$ |
0.20 |
|
Net realized and unrealized gain (loss) |
|
0.47 |
|
0.23 |
|
(0.26 |
) |
(0.10 |
) |
(0.10 |
) |
|||||
Total from investment operations |
|
$ |
0.69 |
|
$ |
0.45 |
|
$ |
(0.09 |
) |
$ |
0.09 |
|
$ |
0.10 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.23 |
) |
$ |
(0.22 |
) |
$ |
(0.18 |
) |
$ |
(0.21 |
) |
$ |
(0.23 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.23 |
) |
$ |
(0.22 |
) |
$ |
(0.18 |
) |
$ |
(0.21 |
) |
$ |
(0.27 |
) |
Net asset value, end of period (x) |
|
$ |
11.10 |
|
$ |
10.64 |
|
$ |
10.41 |
|
$ |
10.68 |
|
$ |
10.80 |
|
Total return (%) (r)(s)(t)(x) |
|
6.50 |
|
4.43 |
|
(0.87 |
) |
0.87 |
|
1.01 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.54 |
|
1.58 |
|
1.63 |
|
1.64 |
|
1.65 |
|
|||||
Expenses after expense reductions (f) |
|
1.42 |
|
1.44 |
|
1.49 |
|
1.49 |
|
1.49 |
|
|||||
Net investment income (loss) |
|
1.97 |
|
2.13 |
|
1.61 |
|
1.75 |
|
1.89 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
9,963 |
|
$ |
13,727 |
|
$ |
18,207 |
|
$ |
24,514 |
|
$ |
29,351 |
|
21
MFS Total Return Bond Fund
Class C
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.64 |
|
$ |
10.41 |
|
$ |
10.68 |
|
$ |
10.80 |
|
$ |
10.97 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.20 |
|
$ |
0.21 |
|
$ |
0.16 |
|
$ |
0.18 |
|
$ |
0.19 |
|
Net realized and unrealized gain (loss) |
|
0.48 |
|
0.23 |
|
(0.26 |
) |
(0.10 |
) |
(0.10 |
) |
|||||
Total from investment operations |
|
$ |
0.68 |
|
$ |
0.44 |
|
$ |
(0.10 |
) |
$ |
0.08 |
|
$ |
0.09 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.22 |
) |
$ |
(0.21 |
) |
$ |
(0.17 |
) |
$ |
(0.20 |
) |
$ |
(0.22 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.22 |
) |
$ |
(0.21 |
) |
$ |
(0.17 |
) |
$ |
(0.20 |
) |
$ |
(0.26 |
) |
Net asset value, end of period (x) |
|
$ |
11.10 |
|
$ |
10.64 |
|
$ |
10.41 |
|
$ |
10.68 |
|
$ |
10.80 |
|
Total return (%) (r)(s)(t)(x) |
|
6.40 |
|
4.33 |
|
(0.97 |
) |
0.77 |
|
0.91 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.55 |
|
1.57 |
|
1.63 |
|
1.64 |
|
1.64 |
|
|||||
Expenses after expense reductions (f) |
|
1.52 |
|
1.54 |
|
1.59 |
|
1.59 |
|
1.59 |
|
|||||
Net investment income (loss) |
|
1.85 |
|
2.03 |
|
1.51 |
|
1.65 |
|
1.78 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
99,437 |
|
$ |
89,735 |
|
$ |
100,768 |
|
$ |
134,650 |
|
$ |
150,596 |
|
Class I
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.62 |
|
$ |
10.40 |
|
$ |
10.67 |
|
$ |
10.79 |
|
$ |
10.96 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.31 |
|
$ |
0.31 |
|
$ |
0.27 |
|
$ |
0.28 |
|
$ |
0.30 |
|
Net realized and unrealized gain (loss) |
|
0.49 |
|
0.23 |
|
(0.26 |
) |
(0.09 |
) |
(0.10 |
) |
|||||
Total from investment operations |
|
$ |
0.80 |
|
$ |
0.54 |
|
$ |
0.01 |
|
$ |
0.19 |
|
$ |
0.20 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.33 |
) |
$ |
(0.32 |
) |
$ |
(0.28 |
) |
$ |
(0.31 |
) |
$ |
(0.33 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.33 |
) |
$ |
(0.32 |
) |
$ |
(0.28 |
) |
$ |
(0.31 |
) |
$ |
(0.37 |
) |
Net asset value, end of period (x) |
|
$ |
11.09 |
|
$ |
10.62 |
|
$ |
10.40 |
|
$ |
10.67 |
|
$ |
10.79 |
|
Total return (%) (r)(s)(t)(x) |
|
7.56 |
|
5.27 |
|
0.03 |
|
1.78 |
|
1.92 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.54 |
|
0.57 |
|
0.63 |
|
0.65 |
|
0.64 |
|
|||||
Expenses after expense reductions (f) |
|
0.52 |
|
0.54 |
|
0.59 |
|
0.59 |
|
0.59 |
|
|||||
Net investment income (loss) |
|
2.84 |
|
3.03 |
|
2.51 |
|
2.62 |
|
2.78 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
1,513,495 |
|
$ |
1,242,812 |
|
$ |
1,180,741 |
|
$ |
1,256,542 |
|
$ |
914,984 |
|
22
MFS Total Return Bond Fund
Class R1
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.64 |
|
$ |
10.41 |
|
$ |
10.68 |
|
$ |
10.81 |
|
$ |
10.97 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.20 |
|
$ |
0.21 |
|
$ |
0.16 |
|
$ |
0.18 |
|
$ |
0.19 |
|
Net realized and unrealized gain (loss) |
|
0.48 |
|
0.23 |
|
(0.26 |
) |
(0.11 |
) |
(0.09 |
) |
|||||
Total from investment operations |
|
$ |
0.68 |
|
$ |
0.44 |
|
$ |
(0.10 |
) |
$ |
0.07 |
|
$ |
0.10 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.22 |
) |
$ |
(0.21 |
) |
$ |
(0.17 |
) |
$ |
(0.20 |
) |
$ |
(0.22 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.22 |
) |
$ |
(0.21 |
) |
$ |
(0.17 |
) |
$ |
(0.20 |
) |
$ |
(0.26 |
) |
Net asset value, end of period (x) |
|
$ |
11.10 |
|
$ |
10.64 |
|
$ |
10.41 |
|
$ |
10.68 |
|
$ |
10.81 |
|
Total return (%) (r)(s)(t)(x) |
|
6.40 |
|
4.33 |
|
(0.97 |
) |
0.67 |
|
1.00 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.54 |
|
1.57 |
|
1.63 |
|
1.64 |
|
1.64 |
|
|||||
Expenses after expense reductions (f) |
|
1.52 |
|
1.54 |
|
1.59 |
|
1.59 |
|
1.59 |
|
|||||
Net investment income (loss) |
|
1.87 |
|
2.06 |
|
1.50 |
|
1.66 |
|
1.78 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
1,656 |
|
$ |
2,005 |
|
$ |
1,293 |
|
$ |
2,466 |
|
$ |
3,584 |
|
Class R2
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.62 |
|
$ |
10.39 |
|
$ |
10.66 |
|
$ |
10.78 |
|
$ |
10.95 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.26 |
|
$ |
0.26 |
|
$ |
0.21 |
|
$ |
0.23 |
|
$ |
0.24 |
|
Net realized and unrealized gain (loss) |
|
0.47 |
|
0.24 |
|
(0.26 |
) |
(0.09 |
) |
(0.09 |
) |
|||||
Total from investment operations |
|
$ |
0.73 |
|
$ |
0.50 |
|
$ |
(0.05 |
) |
$ |
0.14 |
|
$ |
0.15 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.27 |
) |
$ |
(0.27 |
) |
$ |
(0.22 |
) |
$ |
(0.26 |
) |
$ |
(0.28 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.27 |
) |
$ |
(0.27 |
) |
$ |
(0.22 |
) |
$ |
(0.26 |
) |
$ |
(0.32 |
) |
Net asset value, end of period (x) |
|
$ |
11.08 |
|
$ |
10.62 |
|
$ |
10.39 |
|
$ |
10.66 |
|
$ |
10.78 |
|
Total return (%) (r)(s)(t)(x) |
|
6.93 |
|
4.85 |
|
(0.48 |
) |
1.27 |
|
1.41 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.04 |
|
1.08 |
|
1.13 |
|
1.15 |
|
1.14 |
|
|||||
Expenses after expense reductions (f) |
|
1.02 |
|
1.04 |
|
1.09 |
|
1.09 |
|
1.09 |
|
|||||
Net investment income (loss) |
|
2.36 |
|
2.53 |
|
2.01 |
|
2.15 |
|
2.29 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
27,083 |
|
$ |
34,093 |
|
$ |
44,339 |
|
$ |
48,893 |
|
$ |
49,042 |
|
23
MFS Total Return Bond Fund
Class R3
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.62 |
|
$ |
10.39 |
|
$ |
10.67 |
|
$ |
10.79 |
|
$ |
10.95 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.29 |
|
$ |
0.29 |
|
$ |
0.24 |
|
$ |
0.26 |
|
$ |
0.27 |
|
Net realized and unrealized gain (loss) |
|
0.47 |
|
0.23 |
|
(0.27 |
) |
(0.10 |
) |
(0.09 |
) |
|||||
Total from investment operations |
|
$ |
0.76 |
|
$ |
0.52 |
|
$ |
(0.03 |
) |
$ |
0.16 |
|
$ |
0.18 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.30 |
) |
$ |
(0.29 |
) |
$ |
(0.25 |
) |
$ |
(0.28 |
) |
$ |
(0.30 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.30 |
) |
$ |
(0.29 |
) |
$ |
(0.25 |
) |
$ |
(0.28 |
) |
$ |
(0.34 |
) |
Net asset value, end of period (x) |
|
$ |
11.08 |
|
$ |
10.62 |
|
$ |
10.39 |
|
$ |
10.67 |
|
$ |
10.79 |
|
Total return (%) (r)(s)(t)(x) |
|
7.20 |
|
5.11 |
|
(0.32 |
) |
1.52 |
|
1.76 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.79 |
|
0.83 |
|
0.88 |
|
0.90 |
|
0.89 |
|
|||||
Expenses after expense reductions (f) |
|
0.77 |
|
0.79 |
|
0.84 |
|
0.84 |
|
0.84 |
|
|||||
Net investment income (loss) |
|
2.60 |
|
2.78 |
|
2.25 |
|
2.40 |
|
2.53 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
54,433 |
|
$ |
49,418 |
|
$ |
75,764 |
|
$ |
90,449 |
|
$ |
88,496 |
|
Class R4
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.63 |
|
$ |
10.40 |
|
$ |
10.67 |
|
$ |
10.79 |
|
$ |
10.96 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.31 |
|
$ |
0.32 |
|
$ |
0.27 |
|
$ |
0.28 |
|
$ |
0.30 |
|
Net realized and unrealized gain (loss) |
|
0.48 |
|
0.23 |
|
(0.26 |
) |
(0.09 |
) |
(0.10 |
) |
|||||
Total from investment operations |
|
$ |
0.79 |
|
$ |
0.55 |
|
$ |
0.01 |
|
$ |
0.19 |
|
$ |
0.20 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.33 |
) |
$ |
(0.32 |
) |
$ |
(0.28 |
) |
$ |
(0.31 |
) |
$ |
(0.33 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.33 |
) |
$ |
(0.32 |
) |
$ |
(0.28 |
) |
$ |
(0.31 |
) |
$ |
(0.37 |
) |
Net asset value, end of period (x) |
|
$ |
11.09 |
|
$ |
10.63 |
|
$ |
10.40 |
|
$ |
10.67 |
|
$ |
10.79 |
|
Total return (%) (r)(s)(t)(x) |
|
7.46 |
|
5.37 |
|
0.03 |
|
1.78 |
|
1.92 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.54 |
|
0.57 |
|
0.63 |
|
0.65 |
|
0.64 |
|
|||||
Expenses after expense reductions (f) |
|
0.52 |
|
0.54 |
|
0.59 |
|
0.59 |
|
0.59 |
|
|||||
Net investment income (loss) |
|
2.85 |
|
3.04 |
|
2.50 |
|
2.64 |
|
2.79 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
131,629 |
|
$ |
116,533 |
|
$ |
103,144 |
|
$ |
118,494 |
|
$ |
116,248 |
|
24
MFS Total Return Bond Fund
Class R6
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.62 |
|
$ |
10.39 |
|
$ |
10.67 |
|
$ |
10.79 |
|
$ |
10.96 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.32 |
|
$ |
0.33 |
|
$ |
0.28 |
|
$ |
0.30 |
|
$ |
0.31 |
|
Net realized and unrealized gain (loss) |
|
0.49 |
|
0.23 |
|
(0.27 |
) |
(0.10 |
) |
(0.10 |
) |
|||||
Total from investment operations |
|
$ |
0.81 |
|
$ |
0.56 |
|
$ |
0.01 |
|
$ |
0.20 |
|
$ |
0.21 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.34 |
) |
$ |
(0.33 |
) |
$ |
(0.29 |
) |
$ |
(0.32 |
) |
$ |
(0.34 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.34 |
) |
$ |
(0.33 |
) |
$ |
(0.29 |
) |
$ |
(0.32 |
) |
$ |
(0.38 |
) |
Net asset value, end of period (x) |
|
$ |
11.09 |
|
$ |
10.62 |
|
$ |
10.39 |
|
$ |
10.67 |
|
$ |
10.79 |
|
Total return (%) (r)(s)(t)(x) |
|
7.67 |
|
5.49 |
|
0.04 |
|
1.89 |
|
2.03 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.45 |
|
0.47 |
|
0.52 |
|
0.53 |
|
0.53 |
|
|||||
Expenses after expense reductions (f) |
|
0.42 |
|
0.44 |
|
0.48 |
|
0.48 |
|
0.48 |
|
|||||
Net investment income (loss) |
|
2.95 |
|
3.14 |
|
2.61 |
|
2.76 |
|
2.90 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
2,535,200 |
|
$ |
2,232,386 |
|
$ |
2,087,409 |
|
$ |
1,422,342 |
|
$ |
1,423,635 |
|
Class 529A
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.61 |
|
$ |
10.38 |
|
$ |
10.65 |
|
$ |
10.77 |
|
$ |
10.94 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.29 |
|
$ |
0.30 |
|
$ |
0.25 |
|
$ |
0.27 |
|
$ |
0.28 |
|
Net realized and unrealized gain (loss) |
|
0.48 |
|
0.23 |
|
(0.26 |
) |
(0.10 |
) |
(0.10 |
) |
|||||
Total from investment operations |
|
$ |
0.77 |
|
$ |
0.53 |
|
$ |
(0.01 |
) |
$ |
0.17 |
|
$ |
0.18 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.31 |
) |
$ |
(0.30 |
) |
$ |
(0.26 |
) |
$ |
(0.29 |
) |
$ |
(0.31 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.31 |
) |
$ |
(0.30 |
) |
$ |
(0.26 |
) |
$ |
(0.29 |
) |
$ |
(0.35 |
) |
Net asset value, end of period (x) |
|
$ |
11.07 |
|
$ |
10.61 |
|
$ |
10.38 |
|
$ |
10.65 |
|
$ |
10.77 |
|
Total return (%) (r)(s)(t)(x) |
|
7.28 |
|
5.20 |
|
(0.15 |
) |
1.60 |
|
1.72 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
0.84 |
|
0.87 |
|
0.96 |
|
1.00 |
|
0.99 |
|
|||||
Expenses after expense reductions (f) |
|
0.70 |
|
0.71 |
|
0.76 |
|
0.76 |
|
0.78 |
|
|||||
Net investment income (loss) |
|
2.67 |
|
2.87 |
|
2.34 |
|
2.47 |
|
2.60 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
13,259 |
|
$ |
9,657 |
|
$ |
8,816 |
|
$ |
7,879 |
|
$ |
6,132 |
|
25
MFS Total Return Bond Fund
Class 529B
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.64 |
|
$ |
10.41 |
|
$ |
10.68 |
|
$ |
10.81 |
|
$ |
10.97 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.22 |
|
$ |
0.21 |
|
$ |
0.15 |
|
$ |
0.17 |
|
$ |
0.19 |
|
Net realized and unrealized gain (loss) |
|
0.48 |
|
0.23 |
|
(0.26 |
) |
(0.10 |
) |
(0.09 |
) |
|||||
Total from investment operations |
|
$ |
0.70 |
|
$ |
0.44 |
|
$ |
(0.11 |
) |
$ |
0.07 |
|
$ |
0.10 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.21 |
) |
$ |
(0.21 |
) |
$ |
(0.16 |
) |
$ |
(0.20 |
) |
$ |
(0.22 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.21 |
) |
$ |
(0.21 |
) |
$ |
(0.16 |
) |
$ |
(0.20 |
) |
$ |
(0.26 |
) |
Net asset value, end of period (x) |
|
$ |
11.13 |
|
$ |
10.64 |
|
$ |
10.41 |
|
$ |
10.68 |
|
$ |
10.81 |
|
Total return (%) (r)(s)(t)(x) |
|
6.63 |
|
4.28 |
|
(1.02 |
) |
0.62 |
|
0.95 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.36 |
|
1.62 |
|
1.71 |
|
1.74 |
|
1.74 |
|
|||||
Expenses after expense reductions (f) |
|
1.34 |
|
1.59 |
|
1.64 |
|
1.64 |
|
1.64 |
|
|||||
Net investment income (loss) |
|
2.04 |
|
1.98 |
|
1.45 |
|
1.60 |
|
1.74 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
202 |
|
$ |
243 |
|
$ |
304 |
|
$ |
297 |
|
$ |
339 |
|
Class 529C
|
|
Year ended |
|
|||||||||||||
|
|
4/30/20 |
|
4/30/19 |
|
4/30/18 |
|
4/30/17 |
|
4/30/16 |
|
|||||
Net asset value, beginning of period |
|
$ |
10.64 |
|
$ |
10.41 |
|
$ |
10.68 |
|
$ |
10.80 |
|
$ |
10.97 |
|
Income (loss) from investment operations |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) (d) |
|
$ |
0.20 |
|
$ |
0.21 |
|
$ |
0.16 |
|
$ |
0.17 |
|
$ |
0.19 |
|
Net realized and unrealized gain (loss) |
|
0.47 |
|
0.23 |
|
(0.27 |
) |
(0.09 |
) |
(0.10 |
) |
|||||
Total from investment operations |
|
$ |
0.67 |
|
$ |
0.44 |
|
$ |
(0.11 |
) |
$ |
0.08 |
|
$ |
0.09 |
|
Less distributions declared to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||||
From net investment income |
|
$ |
(0.21 |
) |
$ |
(0.21 |
) |
$ |
(0.16 |
) |
$ |
(0.20 |
) |
$ |
(0.22 |
) |
From net realized gain |
|
— |
|
— |
|
— |
|
— |
|
(0.04 |
) |
|||||
Total distributions declared to shareholders |
|
$ |
(0.21 |
) |
$ |
(0.21 |
) |
$ |
(0.16 |
) |
$ |
(0.20 |
) |
$ |
(0.26 |
) |
Net asset value, end of period (x) |
|
$ |
11.10 |
|
$ |
10.64 |
|
$ |
10.41 |
|
$ |
10.68 |
|
$ |
10.80 |
|
Total return (%) (r)(s)(t)(x) |
|
6.34 |
|
4.28 |
|
(1.02 |
) |
0.72 |
|
0.86 |
|
|||||
Ratios (%) (to average net assets) and Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses before expense reductions (f) |
|
1.60 |
|
1.62 |
|
1.71 |
|
1.75 |
|
1.74 |
|
|||||
Expenses after expense reductions (f) |
|
1.56 |
|
1.59 |
|
1.64 |
|
1.64 |
|
1.64 |
|
|||||
Net investment income (loss) |
|
1.81 |
|
1.99 |
|
1.45 |
|
1.59 |
|
1.73 |
|
|||||
Portfolio turnover |
|
144 |
|
60 |
|
27 |
|
40 |
|
53 |
|
|||||
Net assets at end of period (000 omitted) |
|
$ |
3,837 |
|
$ |
3,298 |
|
$ |
3,210 |
|
$ |
3,843 |
|
$ |
3,283 |
|
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
26
MFS Total Return Bond Fund
Appendix A - Waivers and Reductions of Sales Charges
This Appendix sets forth the various circumstances in which the initial sales charge (“ISC”) and/or the CDSC is waived or reduced for the MFS funds’ share classes. The waivers and reductions that are applicable to your transaction depend on your financial intermediary and the type of account and transaction. You should contact your financial intermediary if you have questions on the waivers and reductions that apply to your account and/or transaction type, including whether your account is maintained at an omnibus level with the fund by your financial intermediary. The following Categories of waivers and reductions apply:
● Merrill Lynch – If Merrill Lynch is the record owner of your shares and/or broker of record on your account and the account is maintained at an omnibus level by Merrill Lynch with the fund, Category II waivers apply.
● Ameriprise Financial – If Ameriprise Financial is the record owner and/or broker of record on your account invested in Class A shares and the account is maintained at an omnibus level by Ameriprise Financial with the fund, Category III waivers apply.
● Morgan Stanley – If Morgan Stanley is the record owner and/or broker of record on your account invested in Class A shares of the fund and the account is a Morgan Stanley Wealth Management transactional brokerage account maintained at an omnibus level by Morgan Stanley with the fund, the Class A ISC waivers set forth in Category IV apply.
● Raymond James – If you are invested in shares of the fund through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, and the account is maintained at an omnibus level by Raymond James with the fund, Category V waivers apply.
● Janney Montgomery Scott LLC (“Janney”) – If you are invested in shares of the fund through an account maintained at an omnibus level by or on behalf of Janney with the fund, Category VI waivers apply.
● Edward Jones – Effective on or after May 1, 2020, if you are invested in shares of the fund through an Edward Jones platform or account maintained at an omnibus level by Edward Jones with the fund, Category VII waivers apply.
● D.A. Davidson & Co. (“D.A. Davidson”) – If you are invested in shares of the fund through a D.A. Davidson platform or account maintained at an omnibus level by or on behalf of D.A. Davidson with the fund, Category VIII waivers apply.
● Baird – If you are invested in shares through a Baird platform or account maintained at an omnibus level by or on behalf of Baird with the fund, Category IX waivers apply.
● All Others – Category I waivers apply to other accounts and transactions that do not otherwise fall under Category II – IX.
Not all MFS funds offer each share class. In order to qualify for a sales charge waiver or reduction, you must advise MFSC or your financial intermediary that you are eligible for the waiver at the time of purchase and/or redemption. The fund, MFS, and their affiliates reserve the right to eliminate, modify, and add waivers and reductions of sales charges at any time at their discretion.
Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange. Shares will retain the CDSC schedule in effect prior to an exchange based upon a pro rata share of the CDSC from the exchanged fund and the original purchase date of the shares subject to the CDSC. If you exchange your shares out of MFS U.S. Government Money Market Fund into Class A shares of any other MFS fund, or if you exchange your shares out of MFS U.S. Government Cash Reserve Fund into Class A shares or Class 529A shares of any other MFS fund, you will pay the initial sales charge, if applicable, if you have not already paid this charge on these shares. You will not pay the initial sales charge if:
● the shares exchanged from either MFS fund were acquired by an exchange from any other MFS fund;
● the shares exchanged from either MFS fund were acquired by automatic investment of distributions from any other MFS fund; or
● the shares being exchanged would have, at the time of purchase, been eligible for purchase at net asset value had you invested directly in the MFS fund into which the exchange is being made.
In addition, transfers, rollovers, or other transactions from an account to a second account that purchases shares of the same class of the same fund or another MFS fund will not be charged the CDSC or ISC, as applicable, provided that the redemption order from the first account and the purchase order for the second account are combined into a single order for the transfer, rollover, or other transaction, and MFSC has available to it the necessary information about the CDSC applicable to the first account. Shares will retain the CDSC schedule in effect based upon a pro rata share of the CDSC from the fund in the first account and the original purchase date of the shares subject to the CDSC. You should contact your financial intermediary or MFSC if you have questions on the sales charge waivers and reductions that apply in a transfer between accounts, including whether MFSC has the required information.
The CDSC may be waived from time to time pursuant to Conduct Rule 2341 of the Financial Industry Regulatory Authority (“FINRA”).
With respect to MFS Municipal Income Fund, all references to Class A shares shall also apply to Class A1 shares and all references to Class B shares shall also apply to Class B1 shares.
A-1
MFS Total Return Bond Fund
WAIVERS AND REDUCTIONS
Financial Intermediary Category I
Eligible Accounts: Accounts that are not Eligible for Financial Intermediary Categories II – IX
As used below, the term “ESP” refers to employer sponsored plans; the term “SRO” refers to salary reduction only plans; the term “Employer Retirement Plans” includes 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans any of whose accounts are maintained by the fund at an omnibus level; the term “IRA” refers to traditional, Roth, rollover, SEP and SIMPLE IRAs; the term “ERISA” refers to the Employment Retirement Income Security Act of 1974, as amended.
GENERAL WAIVERS
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
A. Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by automatic reinvestment of distributions of dividends and capital gains of any MFS fund into the same class of shares of another MFS fund. |
|
√ |
|
√ |
|
√ |
|
√ |
B. Affiliates of Funds/Certain Financial Advisers |
|
|
|
|
|
|
|
|
Shares acquired by officers, eligible directors, employees (including former employees) and agents of MFS, Sun Life Financial, or any of their subsidiary companies. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by trustees and former trustees of any investment company for which MFD serves as distributor. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by employees, directors, partners, officers and trustees of any subadvisor to any MFS fund. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by certain family members of any such individual identified above and their spouses (or legal equivalent under applicable state law), and certain trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, provided the shares are not resold except to the fund which issued the shares. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by employees or registered representatives (including former employees) of financial intermediaries that have a selling agreement with MFD or an employee’s spouse (or legal equivalent under applicable state law) or employee’s children under the age of 21. For employees or registered representatives of such financial intermediaries who established an account with MFS prior to May 1, 2006, shares acquired by certain family members of employees or registered representatives of financial intermediaries and their spouses (or legal equivalent under applicable state law), and certain trusts, pension, profit-sharing or other retirement plans for the sole benefit of such persons, provided the shares are not resold except to the fund which issued the shares. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares acquired by institutional clients of MFS or MFS Institutional Advisors, Inc. |
|
√ |
|
√ |
|
√ |
|
√ |
C. Involuntary Redemptions |
|
|
|
|
|
|
|
|
Shares redeemed at a fund’s direction due to the small size of a shareholder’s account. |
|
|
|
√ |
|
√ |
|
√ |
D. Investment of Proceeds From Certain Redemptions of Class I Shares |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A or Class 529A shares and the contingent deferred sales charge imposed on certain redemptions of Class A shares, are waived with respect to Class A or Class 529A shares acquired of any MFS fund through the immediate reinvestment of the proceeds of a redemption of Class I shares of any MFS fund. |
|
√ |
|
√ |
|
|
|
|
E. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A and Class 529A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
A-2
MFS Total Return Bond Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
F. Death of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death of the account owner (e.g., shares redeemed by the estate or any transferee of the shares from the estate) if the shares were held solely in the deceased individual’s name, or for the benefit of the deceased individual. |
|
|
|
√ |
|
√ |
|
√ |
G. Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the disability of the account owner if shares are held either solely or jointly in the disabled individual’s name or for the benefit of the disabled individual (in which case a disability certification form is required to be submitted to MFSC), or shares redeemed on account of the disability of the 529 account beneficiary. |
|
|
|
√ |
|
√ |
|
√ |
H. Asset-based Fee Programs |
|
|
|
|
|
|
|
|
Shares acquired by investors who purchase shares through asset-based fee programs available through financial intermediaries. |
|
√ |
|
√ |
|
|
|
|
I. Insurance Company Separate Accounts |
|
|
|
|
|
|
|
|
Shares acquired by insurance company separate accounts. |
|
√ |
|
√ |
|
|
|
|
J. No Commissions Paid |
|
|
|
|
|
|
|
|
Shares redeemed where MFD has not paid an up-front commission with respect to the sale of the shares, provided that such arrangement meets certain conditions established by MFD from time to time. |
|
|
|
√ |
|
√ |
|
√ |
K. Conversions |
|
|
|
|
|
|
|
|
In connection with a conversion from Class A shares to Class I shares of the same fund. |
|
|
|
√ |
|
|
|
|
In connection with a conversion from Class A shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
|
√ |
|
|
|
|
In connection with a conversion from Class B shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
|
|
|
√ |
|
|
In connection with a conversion from Class C shares to Class I shares of the same fund as a result of no financial intermediary being specified on the account. |
|
|
|
|
|
|
|
√ |
In connection with a conversion from Class I shares to Class A shares of the same fund. |
|
√ |
|
√ |
|
|
|
|
In connection with an automatic conversion from Class B or Class 529B shares to Class A or Class 529A shares, respectively, of the same fund. |
|
√ |
|
√ |
|
|
|
|
In connection with an automatic conversion from Class C or Class 529C shares to Class A or Class 529A shares, respectively, of the same fund. |
|
√ |
|
√ |
|
|
|
|
In connection with a conversion from Class C or Class 529C shares to Class A or Class 529A shares, respectively, of the same fund if the shareholder’s financial intermediary provides written notification to MFD prior to such conversion that the intermediary has determined that Class A or Class 529A was the appropriate share class at the time of purchase for such shareholder and receives approval of such conversion by MFD. |
|
√ |
|
√ |
|
|
|
√ |
L. Exchanges |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived on shares purchased pursuant to an Automatic Exchange Plan. |
|
√ |
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A or Class 529A shares is waived when shares are purchased by exchange from another MFS fund. |
|
√ |
|
|
|
|
|
|
M. Reinstatement Privilege |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased pursuant to the Reinstatement Privilege as described below. |
|
√ |
|
|
|
|
|
|
N. Large Purchases |
|
|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A/Class 529A shares is waived in the following transactions: ● Purchases of $1 million or more for funds with an initial sales charge of 5.75% (MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Growth Allocation Fund, MFS Moderate Allocation Fund, and MFS Total Return Fund are excluded); |
|
√ |
|
|
|
|
|
|
A-3
MFS Total Return Bond Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class
|
|
Class
|
● Purchases of $500,000 or more for funds with an initial sales charge of 4.25% or 2.50%; or ● Purchases of $250,000 or more for the MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Growth Allocation Fund, MFS Moderate Allocation Fund, and MFS Total Return Fund. Letter of Intent or Right of Accumulation provisions may apply for purposes of determining purchase amount as described below. |
|
|
|
|
|
|
|
|
O. Miscellaneous |
|
|
|
|
|
|
|
|
In connection with settlements reached between certain broker/dealers and the Financial Industry Regulatory Authority, SEC, and/or other regulatory bodies regarding sales of Class B, Class 529B, Class C, and Class 529C shares in excess of certain dollar thresholds, the fund will, at times, permit shareholders who are clients of these firms to redeem Class B, Class 529B, Class C, and Class 529C shares of the fund and concurrently purchase Class A or Class 529A shares without paying an initial sales charge. |
|
√ |
|
√ |
|
|
|
|
The initial sales charge imposed on purchases of Class A shares, and the CDSC imposed on certain redemptions of Class 529B and Class 529C shares, are waived where Class A, Class B and Class C shares are acquired following reinvestment of proceeds of a redemption of Class 529A, Class 529B and Class 529C shares, respectively, of the same fund; provided however, that any applicable CDSC liability on the Class 529B or Class 529C shares redeemed will carry over to the Class B or Class C shares acquired for purposes of calculating the CDSC, the length of time you have owned your Class B or Class C shares will be measured from the date of the original purchase of the Class 529B or Class 529C shares redeemed. |
|
√ |
|
|
|
√ |
|
√ |
P. Self-Directed Brokerage Account Platforms (Class A shares only) |
|
|
|
|
|
|
|
|
Shares acquired through a self-directed brokerage account platform (that may or may not charge a transaction fee to investors) offered by a financial intermediary who has entered into an agreement with MFD to offer fund shares through such platform. As of the date of this prospectus, the following financial intermediaries had entered into an agreement with MFD to offer fund shares through such a platform: Charles Schwab & Co. Inc.; National Financial Services LLC; Fidelity Brokerage Services LLC; J.P. Morgan Securities LLC; Morgan Stanley Smith Barney LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Nationwide Financial Services, Inc. |
|
√ |
|
√ |
|
|
|
|
Q. LPL Mutual Funds Only Platform (Class A shares only) |
|
|
|
|
|
|
|
|
Shares acquired through the Mutual Fund Only Platform or other similar platform offered by LPL Financial LLC who has entered into an agreement with MFD to offer fund shares through such platform. |
|
√ |
|
√ |
|
|
|
|
R. Stifel, Nicolaus & Company, Inc. (“Stifel”) Accounts Maintained at an Omnibus Level (Class A shares only) |
|
|
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the fund in the 7th year following the anniversary of the purchase date or earlier at the discretion of Stifel, but in no event earlier than the expiration of the applicable Class C CDSC. |
|
√ |
|
|
|
|
|
|
WAIVERS FOR RETIREMENT PLANS
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class A
|
|
Class
|
|
Class
|
|
Class C
|
A. General Waivers |
|
|
|
|
|
|
|
|
Employer Retirement Plans. |
|
√ |
|
√ |
|
|
|
|
B. Benefit Responsive Waivers |
|
|
|
|
|
|
|
|
Distributions made from an IRA, SAR-SEP or a 403(b) SRO Plan pursuant to Section 72(t) of the Internal Revenue Code of 1986, as amended. |
|
|
|
√ |
|
√ |
|
√ |
Death, disability or retirement of 401(a) or ESP Plan participant, or death or disability of IRA owner, SAR-SEP Plan participant or 403(b) SRO Plan participant. |
|
|
|
√ |
|
√ |
|
√ |
Eligible participant distributions, such as distributions due to death, disability, financial hardship, retirement and termination of employment from nonqualified deferred compensation plans (excluding, however, a termination of a plan). |
|
|
|
√ |
|
√ |
|
√ |
A-4
MFS Total Return Bond Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class A
|
|
Class
|
|
Class
|
|
Class C
|
Loan from 401(a) or ESP Plan. |
|
|
|
√ |
|
√ |
|
√ |
Financial hardship (as defined in Treasury Regulation Section 1.401(k)-l(d)(2), as amended from time to time) for 401(a) Plans and ESP Plans. |
|
|
|
√ |
|
√ |
|
√ |
Termination of employment of 401(a) or ESP Plan participant (excluding, however, a termination of the Plan). |
|
|
|
√ |
|
√ |
|
√ |
Tax-free return of excess 401(a) Plan, ESP Plan, IRA or SAR-SEP contributions. |
|
|
|
√ |
|
√ |
|
√ |
Certain involuntary redemptions and redemptions in connection with certain automatic withdrawals from a 401(a) Plan. |
|
|
|
√ |
|
√ |
|
√ |
Required minimum distributions pursuant to Internal Revenue Code rules made on or after the 401(a) Plan participant, ESP Plan participant, IRA owner, SAR-SEP Plan participant or 403(b) SRO Plan participant, as applicable, has attained the age at which such distributions are required under Internal Revenue Code rules. |
|
|
|
√ |
|
√ |
|
√ |
WAIVERS FOR 529 TUITION PROGRAMS
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class 529A
|
|
Class 529B
|
|
Class 529C
|
A. Certain Sponsored Plans |
|
|
|
|
|
|
Shares acquired on behalf of a group, association or employer sponsored plan, if the fund were offered as an investment option by such group, association, or employer sponsored plan on July 1, 2009. |
|
√ |
|
√ |
|
√ |
B. Investment Proceeds from certain Redemptions of Class A, Class B and Class C Shares |
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class 529A shares, and the CDSC imposed on certain redemptions of Class A, Class B and Class C shares, are waived where Class 529A, Class 529B and Class 529C shares are acquired following the reinvestment of the proceeds of a redemption of Class A, Class B and Class C shares, respectively, of the same fund; provided however, that any applicable CDSC liability on the Class B or Class C shares redeemed will carry over to the Class 529B or Class 529C shares acquired and for purposes of calculating the CDSC, the length of time you have owned your Class 529B or Class 529C shares will be measured from the date of original purchase of the Class B or Class C shares redeemed. |
|
√ |
|
√ |
|
√ |
C. Qualified Higher Education Expenses |
|
|
|
|
|
|
Shares redeemed where the redemption proceeds are used to pay for qualified higher education expenses, which include tuition, fees, books, supplies, equipment and room and board (see the program description for further information on qualified higher education expenses); however the CDSC will not be waived for redemptions where the proceeds are transferred or rolled over to another tuition program. |
|
|
|
√ |
|
√ |
D. Scholarship |
|
|
|
|
|
|
Shares redeemed where the account beneficiary has received a scholarship, up to the amount of the scholarship. |
|
|
|
√ |
|
√ |
E. Death of 529 Plan Beneficiary |
|
|
|
|
|
|
Shares redeemed on account of the death of the 529 plan account beneficiary if the shares were held solely for the benefit of the deceased individual. |
|
|
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period (36 months for a $1 million commitment). Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
For each purchase you make under the LOI you will pay the initial sales charge rate applicable to the total amount you intended to purchase.
A-5
MFS Total Return Bond Fund
Out of the shareholder’s initial purchase (or subsequent purchases if necessary), 5% of the dollar amount specified in the Letter of Intent application shall be held in escrow by MFSC in the form of shares registered in the shareholder’s name. All distributions on escrowed shares will be paid to the shareholder or to the shareholder’s order. At the end of the 13-month period or 36-month period, as applicable, the shareholder will be notified, the escrowed shares will be released, and the Letter of Intent will be terminated.
If the intended minimum investment amount is not completed, MFSC will redeem an appropriate number of the escrowed shares in order to pay the higher sales charge level for the amount actually purchased. Shares remaining after any such redemption will be released by MFSC. By completing and signing the Account Application or separate Service Application, the shareholder irrevocably appoints MFSC his or her attorney to surrender for redemption any or all escrowed shares with full power of substitution in the premises.
To establish an LOI, complete the Letter of Intent section of your account application or service application. In order to benefit from the LOI, it is your responsibility to inform your financial intermediary or MFSC that the LOI is in effect each time shares of a fund are purchased.
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA. For purposes of obtaining reduced sales charges under the LOI and ROA, you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● MFS 529 Savings Plan accounts;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
It is your responsibility to inform the broker/dealer for each current purchase of any accounts held with the MFS funds that you believe are eligible to be linked under an LOI or an ROA. If you have not designated a broker/dealer, you should inform MFSC directly of any accounts held with the MFS funds that you believe are eligible to be linked under an LOI or an ROA. You should provide your financial intermediary (or MFSC if you have not designated a broker/dealer) with certain supporting information at the time of each purchase regarding accounts held with the MFS funds that are eligible to be combined for purposes of an LOI or ROA. Such information may include shareholder identification numbers or applicable account numbers or account statements. Your financial intermediary is responsible for taking into account this information about accounts eligible to be combined when transmitting your purchase order to the fund.
Group Purchases. A bona fide group and all its members may be treated at MFD’s discretion as a single purchaser and, under the ROA (but not the LOI), obtain quantity sales charge discounts on the purchase of Class A, Class A1, or Class 529A shares if the group (1) gives its endorsement or authorization to the investment program so that it may be used by the financial intermediary to facilitate solicitation of the membership, thus effecting economies of the sales efforts; (2) has a legitimate purpose other than to purchase mutual fund shares at a discount; (3) is not a group of individuals whose sole organizational nexus is as credit cardholders of a company, policyholders of an insurance company, customers of a bank or financial intermediary, clients of an investment adviser, or other similar groups; and (4) agrees to provide certification of membership of those members investing money in the funds upon the request of MFD. Employer-sponsored retirement plans, such as a 401(a) plan, 457 deferred compensation plan, an Employer Sponsored Group IRA, and an IRA SEP/SARSEP, SIMPLE and 403(b) plans, may qualify as a bona fide group if they meet the above criteria.
Reinstatement Privilege. With respect to Class A, Class B and Class C shares, after you have redeemed fund shares, you have a one-time right per fund per registration to reinvest the proceeds in the fund within 90 days of the redemption without paying a sales charge. Proceeds can only be reinvested in Class A shares of the same fund under the same account registration.
Any CDSC paid upon the redemption of Class A shares will be credited to your account, and your new Class A shares will be subject to a CDSC according to the CDSC schedule applicable to your original shares.
Any CDSC paid upon the redemption of Class B or Class C shares will not be credited to your account.
In order to benefit from the reinstatement privilege, it is your responsibility to inform your financial intermediary or MFSC that the reinstatement privilege is in effect each time shares of the fund are purchased under this privilege.
A-6
MFS Total Return Bond Fund
Financial Intermediary Category II
Eligible Accounts: |
Accounts with Merrill Lynch Listed as Record Owner and/or Broker of Record and Which Are Maintained at an Omnibus Level by Merrill Lynch with the Fund |
|
|
Sales Charge Waived |
||||||
Waiver Category |
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Class
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Class A
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Class B
|
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Class C
|
A. Distribution Reinvestment |
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|
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|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
|
√ |
B. Affiliates of Funds/Merrill Lynch |
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|
|
|
|
Shares acquired by employees of MFS and its affiliates described in the prospectus. |
|
√ |
|
√ |
|
|
|
|
Shares acquired by trustees of the fund. |
|
√ |
|
√ |
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|
|
Shares acquired by employees and registered representatives of Merrill Lynch or its affiliates and family members. |
|
√ |
|
√ |
|
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C. Reinstatement Privilege |
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|
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased pursuant to the Reinstatement Privilege as described below and the CDSC for Class A, Class B and Class C shares is waived upon the redemption of Class A, Class B, and Class C shares purchased pursuant to the Reinstatement Privilege as described below. |
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√ |
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√ |
|
√ |
|
√ |
D. Large Purchases |
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|
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|
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|
|
Volume breakpoints as described in the fund’s prospectus (including pursuant to a Letter of Intent or Right of Accumulation as described below). |
|
√ |
|
|
|
|
|
|
E. Retirement Plans |
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|
|
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan. |
|
√ |
|
√ |
|
|
|
|
F. 529 Plans |
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|
|
Shares purchased by a 529 Plan (does not include 529-specific share classes or equivalents covered under “Waivers for Merrill 529 Omnibus Account” below). |
|
√ |
|
√ |
|
|
|
|
G. Merrill Lynch Programs |
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Shares purchased through a Merrill Lynch affiliated investment advisory program. |
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√ |
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√ |
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Exchanges or conversions of shares purchased through a Merrill Lynch affiliated investment advisory program due to the holdings moving from the program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers. |
|
√ |
|
√ |
|
√ |
|
√ |
Shares purchased by third party investment advisers on behalf of their advisory clients through Merrill Lynch’s platform. |
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√ |
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√ |
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|
Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable). |
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√ |
|
√ |
|
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|
A-7
MFS Total Return Bond Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
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|
Class B
|
|
Class C
|
H. Exchanges |
|
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|
The initial sales charge imposed on purchases of Class A shares is waived when shares are purchased by exchange from another MFS fund. |
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√ |
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|
I. Systematic Withdrawals |
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|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A and Class 529A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
J. Death or Disability of Owner |
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|
Shares redeemed on account of the death or disability of the account shareholder. |
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|
|
√ |
|
√ |
|
√ |
K. Benefit Responsive Waivers for Retirement Accounts |
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|
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
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|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching a qualified age based on applicable IRS regulations. |
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|
|
√ |
|
√ |
|
√ |
L. Transactions between Share Classes |
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|
|
In connection with the sale of Class A or Class C shares held in certain retirement brokerage accounts (Traditional IRAs, Roth IRAs, Rollover IRAs, Inherited IRAs, SEP IRAs, SIMPLE IRAs, BASIC Plans, Educational Savings Accounts and Medical Savings Accounts) and the purchase of a lower cost share class due to transfer to certain fee based accounts or platforms. |
|
|
|
√ |
|
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|
√ |
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the same fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies of Merrill Lynch as it relates to sales load discounts and waivers. |
|
√ |
|
|
|
|
|
|
M. Payment of Merrill Lynch Fees |
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|
|
Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch. |
|
|
|
√ |
|
√ |
|
√ |
WAIVERS FOR MERRILL 529 OMNIBUS ACCOUNT
If you establish or hold your MFS 529 Savings Plan account on the Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) omnibus platform, the features and policies related to share class sales charges (including initial sales charges (“ISC”) and contingent deferred sales charges (“CDSC”)), share class sales charge waiver eligibility, and Class 529C share conversion period likely will be different than referenced in this prospectus and in the MFS 529 Savings Plan program description and will be governed by the Merrill Unit Class Disclosure and Terms and Conditions (“T&Cs”) provided to you by Merrill prior to establishing your account. Importantly, if you establish or hold your MFS 529 Savings Plan account on the Merrill omnibus platform, then the unit class your account will purchase will generally be based on your eligible assets or meeting other eligibility criteria as set forth in the T&Cs. Each account will purchase a specific share class when an initial or subsequent contribution is credited to the account. The share class will be automatically determined by Merrill at the time of the contribution based on the participant’s eligible assets and/or meeting other eligibility criteria. You will not be able to select the share class. Among other things, Class 529C shares generally will be automatically converted to Class 529A shares (not subject to an initial sales charge) after four years from their respective dates of purchase.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class
|
|
Class 529B
|
|
Class 529C
|
A. Merrill Programs |
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|
Class 529A shares acquired though a Corporate 529 Plan (as defined in Merrill’s policies and procedures). |
|
√ |
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|
|
Class 529A shares acquired through a client rollover of assets from another 529 plan. |
|
√ |
|
|
|
|
B. Large Purchases |
|
|
|
|
|
|
A-8
MFS Total Return Bond Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class
|
|
Class 529B
|
|
Class 529C
|
The initial sales charge imposed on purchases of Class 529A shares is waived on Class 529A purchases of $250,000 or more (including pursuant to a Right of Accumulation) as described below. |
|
√ |
|
|
|
|
C. Share Class Conversions |
|
|
|
|
|
|
A shareholder in the fund’s Class 529C shares will have such Class 529C shares converted by Merrill at net asset value to Class 529A shares of the same fund four years after the anniversary of the purchase date. |
|
√ |
|
|
|
|
D. Distribution Reinvestment |
|
|
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
|
√ |
E. Affiliates of Funds/Merrill Lynch |
|
|
|
|
|
|
Shares acquired by employees of MFS and its affiliates described in the prospectus. |
|
√ |
|
|
|
|
Shares acquired by employees and registered representatives of Merrill Lynch or its affiliates and family members. |
|
√ |
|
|
|
|
F. Exchanges |
|
|
|
|
|
|
The initial sales charge imposed on purchases of Class 529A shares is waived when shares are purchased by exchange from another MFS fund held within the MFS 529 Savings Plan. |
|
√ |
|
|
|
|
G. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period. Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
For each purchase you make under the LOI you will pay the initial sales charge rate applicable to the total amount you intended to purchase. If, however, you do not purchase the intended amount within the relevant time period, your account will be adjusted by redemption of the amount of shares needed to pay the higher initial sales charge level for the amount actually purchased.
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge, as described in the fund’s prospectus and this waiver schedule, on purchases of Class A or Class 529A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA (if applicable). For purposes of obtaining reduced sales charges under the LOI and ROA (if applicable), you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA (if applicable) are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● Accounts in 529 Plans held at an omnibus basis;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
A-9
MFS Total Return Bond Fund
It is your responsibility to inform Merrill Lynch for each current purchase of any accounts not held by Merrill Lynch that hold shares of the MFS funds that you believe are eligible to be linked under an LOI or an ROA.
Reinstatement Privilege. With respect to Class A, Class B and Class C shares, after you have redeemed fund shares, you have a one-time right per fund per registration to reinvest the proceeds in the fund within 90 days of the redemption without paying a sales charge. Proceeds can only be reinvested in the same class of the same fund under the same account registration. Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for reinstatement.
Any CDSC paid upon the redemption of Class A, Class B, or Class C shares will not be credited to your account, however, your new Class A, Class B or Class C shares will not be subject to a CDSC.
A-10
MFS Total Return Bond Fund
Financial Intermediary Category III
Eligible Accounts: |
Accounts Investing in Class A Shares with Ameriprise Financial Listed as Record Owner and/or Broker of Record and Which Are Maintained at an Omnibus Level by Ameriprise Financial |
|
|
Sales Charge Waived |
||
Waiver Category |
|
Class A ISC |
|
Class A
|
A. Distribution Reinvestment |
|
|
|
|
Shares acquired through dividend or capital gain reinvestment into the same class of the fund. |
|
√ |
|
√ |
B. Employees/Registered Representatives of Ameriprise Financial |
|
|
|
|
Shares purchased by employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members. |
|
√ |
|
√ |
Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial adviser and/or the adviser’s spouse, adviser’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), adviser’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
|
√ |
|
√ |
C. Reinstatement Privilege |
|
|
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
|
√ |
D. Retirement Plans |
|
|
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, or SAR-SEPs. |
|
√ |
|
√ |
E. Ameriprise Financial Programs |
|
|
|
|
Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
|
√ |
|
√ |
Shares purchased by third party investment advisers on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available). |
|
√ |
|
√ |
F. Transactions between Share Classes |
|
|
|
|
Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load-waived shares, that waiver will also apply to such exchanges. |
|
√ |
|
√ |
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). You may pay a reduced or no initial sales charge on purchases of Class A shares if you intend to invest a specific dollar amount, based on the gross amount of your investment (including the amount of any sales charge paid), including investments through any linked accounts in any class of any MFS fund within a 13-month period (36 months for a $1 million commitment). Distributions reinvested in additional shares of the fund or distributions from other MFS funds automatically invested in shares of the fund will not apply toward the satisfaction of the LOI.
A-11
MFS Total Return Bond Fund
Right Of Accumulation (ROA). Under the ROA, you may pay a reduced or no initial sales charge on purchases of Class A shares by aggregating the total dollar amount of your investment with your existing investments or any linked accounts invested in MFS funds, based on the current maximum public offering price of the funds. For example, you will pay a sales charge on your current purchase at the rate applicable to the total value of all eligible accounts.
Linking Accounts For LOI and ROA. For purposes of obtaining reduced sales charges under the LOI and ROA, you may combine the value of your accounts with those of your spouse (or legal equivalent under applicable state law) and your children under the age of 21.
Eligible accounts that you may link under an LOI and ROA are:
● Individual accounts;
● Joint accounts;
● Trust accounts of which you, your spouse (or legal equivalent under applicable state law), or child under the age of 21 is the grantor;
● Certain single-participant retirement plan accounts;
● Certain Individual Retirement Accounts;
● Uniform Gifts/Transfers to Minor Acts accounts; and
● Accounts held in the name of your financial intermediary on your behalf.
It is your responsibility to inform Ameriprise Financial for each current purchase of any accounts not held by Ameriprise Financial that hold shares of the MFS funds that you believe are eligible to be linked under an LOI or an ROA.
A-12
MFS Total Return Bond Fund
Financial Intermediary Category IV
Eligible Accounts: |
Accounts Investing in Class A Shares through a Morgan Stanley Wealth Management Transactional Brokerage Account Maintained at an Omnibus Level |
Shareholders purchasing fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this fund’s prospectus or SAI. Shareholders remain eligible for other reductions in Class A front-end sales charges available pursuant to exchange features or volume breakpoints (including Rights of Accumulation (“ROA”) and Letter of Intent (“LOI”) programs) as described elsewhere in this fund’s prospectus or SAI.
|
|
Class A Front-end
|
Waiver Category |
|
Class A ISC |
A. Dividend and Distribution Reinvestment |
|
|
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
|
√ |
B. Employees of Morgan Stanley |
|
|
Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules. |
|
√ |
C. Reinstatement Privilege |
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
D. Retirement Plans |
|
|
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
|
√ |
E. Morgan Stanley Self-Directed Programs |
|
|
Shares purchased through a Morgan Stanley self-directed brokerage account. |
|
√ |
F. Morgan Stanley Wealth Management Share Class Conversion Program |
|
|
Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program. |
|
√ |
A-13
MFS Total Return Bond Fund
Financial Intermediary Category V
Eligible Accounts: |
Accounts Investing in Shares through a Raymond James Platform or Account Maintained at an Omnibus Level by Raymond James with the Fund |
Shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI. In all instances, it is the purchaser’s responsibility to notify the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. As described elsewhere in this fund’s prospectus or SAI, there is no initial sales charge imposed on purchases of Class A shares pursuant to an Automatic Exchange Plan or purchased by exchange from another MFS fund.
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
A. Investment Advisory Programs |
|
|
|
|
|
|
|
|
Shares purchased in a Raymond James investment advisory program. |
|
√ |
|
|
|
|
|
|
B. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
|
|
Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
|
|
C. Employees/Registered Representatives of Raymond James |
|
|
|
|
|
|
|
|
Shares acquired by employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
|
√ |
|
|
|
|
|
|
D. Large Purchases |
|
|
|
|
|
|
|
|
Breakpoints as described in this prospectus. |
|
√ |
|
|
|
|
|
|
E. Reinstatement Privilege |
|
|
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge (also known as “Rights of Reinstatement”). |
|
√ |
|
√ |
|
√ |
|
√ |
F. Raymond James Share Class Conversion Program |
|
|
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
|
√ |
|
|
|
|
|
|
G. Death or Disability of Owner |
|
|
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
|
√ |
H. Systematic Withdrawals |
|
|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of your first withdrawal under the plan(s) (or January 4, 2016, with respect to Class A shares, whichever is later). |
|
|
|
√ |
|
√ |
|
√ |
I. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
|
√ |
A-14
MFS Total Return Bond Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class A
|
|
Class B
|
|
Class C
|
J. Payment of Raymond James Fees |
|
|
|
|
|
|
|
|
Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
|
|
|
√ |
|
√ |
|
√ |
K. Rights of Accumulation |
|
|
|
|
|
|
|
|
Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
|
|
L. Letters of Intent |
|
|
|
|
|
|
|
|
Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
|
|
A-15
MFS Total Return Bond Fund
Financial Intermediary Category VI
Eligible Accounts: |
Accounts Maintained at an Omnibus Level by or on behalf of Janney Montgomery Scott LLC with the Fund |
Shareholders purchasing fund shares through an account maintained at an omnibus level with the fund by Janney Montgomery Scott LLC (“Janney”), or by a clearing broker or custodian on behalf of Janney, will be eligible only for the following load waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in the fund’s prospectus or SAI. Customers of Janney whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A ISC |
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
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|
|
Shares purchased of the same fund within the MFS fund family through reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of Janney |
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|
|
|
Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney. |
|
√ |
|
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|
C. Reinstatement Privilege |
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|
|
|
|
|
Shares purchased from the proceeds of redemptions within the MFS fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
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|
|
Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures. |
|
√ |
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|
Shares exchanged into the same share class of another MFS fund. |
|
|
|
√ |
|
√ |
E. Death or Disability of Owner |
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|
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|
|
Shares redeemed upon the death or disability of the account shareholder. |
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|
|
√ |
|
√ |
F. Systematic Withdrawals |
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|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of the shareholder’s first withdrawal under the plan(s). |
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|
√ |
|
√ |
G. Benefit Responsive Waivers for Retirement Accounts |
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|
|
Return of excess contributions from an IRA Account. |
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|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations |
|
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|
√ |
|
√ |
H. Retirement Plans |
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Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
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√ |
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I. Payment of Janney Fees |
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Shares sold to pay Janney fees but only if the transaction is initiated by Janney. |
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√ |
|
√ |
A-16
MFS Total Return Bond Fund
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Right Of Accumulation (ROA). ROA, which entitles shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holdings of MFS fund family assets held by accounts within the shareholder’s household at Janney. Eligible MFS fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial adviser about such assets.
Letter of Intent (LOI). LOI, which allow for breakpoint discounts based on anticipated purchases within the MFS fund family over a 13-month time period. Eligible MFS fund family assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets.
A-17
MFS Total Return Bond Fund
Financial Intermediary Category VII
Eligible Accounts: |
Accounts Investing in Shares of the Fund through an Edward Jones Platform or Account Maintained at an Omnibus Level by Edward Jones with the Fund |
Effective on or after May 1, 2020, clients of Edward Jones (also referred to as “shareholders”) purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge discounts (also referred to as “breakpoints”) and waivers, which can differ from breakpoints and waivers described elsewhere in this prospectus or SAI or through another broker-dealer. In all instances, it is the shareholder’s responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of MFS funds or other facts qualifying the purchaser for breakpoints or waivers. Edward Jones can ask for documentation of such circumstance.
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Sales Charge Waived |
||||||
Waiver Category |
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Class
|
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Class
|
|
Class
|
|
Class
|
A. Fee-Based Programs |
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|
|
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|
|
Shares purchased in an Edward Jones fee-based program. |
|
√ |
|
|
|
|
|
|
B. Dividend and Distribution Reinvestment |
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|
|
|
|
|
|
|
Shares purchased within the same fund family through reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
|
|
C. Associates of Edward Jones |
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|
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|
|
|
|
|
Shares acquired by associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good standing and remains eligible consistent with Edward Jones’ policies. |
|
√ |
|
|
|
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|
|
D. Reinstatement Privilege |
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|
|
|
|
|
|
|
Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met (i) the proceeds are from the sale of shares within 60 days of the purchase; and (ii) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account. |
|
√ |
|
√ |
|
√ |
|
√ |
E. Transactions between Share Classes and Funds |
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|
|
|
|
|
|
|
Shares converted from another share class into Class A or Class 529A shares, respectively, of the same fund at the discretion of Edward Jones. Edward Jones will be responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable Class A or Class 529A sales charge as disclosed in the prospectus. |
|
√ |
|
|
|
|
|
|
Shares converted from Class C or Class 529C into Class A or Class 529A shares, respectively, of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones, but in no event, earlier than the expiration of the applicable Class C or Class 529C CDSC. |
|
√ |
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|
|
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|
|
Shares exchanged from another MFS Fund in an Edward Jones fee-based program. |
|
√ |
|
√ |
|
√ |
|
√ |
F. Death or Disability of Owner |
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|
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
|
√ |
G. Systematic Withdrawals |
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|
|
|
|
|
|
|
Systematic withdrawals with respect to up to 10% per year of the account value determined at the time of the shareholder’s first withdrawal under the plan(s). |
|
|
|
√ |
|
√ |
|
√ |
A-18
MFS Total Return Bond Fund
|
|
Sales Charge Waived |
||||||
Waiver Category |
|
Class
|
|
Class
|
|
Class
|
|
Class
|
H. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
|
√ |
I. Payment of Edward Jones Fees |
|
|
|
|
|
|
|
|
Shares sold to pay Edward Jones fees or costs but only if the transaction is initiated by Edward Jones. |
|
|
|
√ |
|
√ |
|
√ |
J. Large Purchases |
|
|
|
|
|
|
|
|
Breakpoint amounts as described in the fund’s prospectus, subject to the Rights of Accumulation rules described below. |
|
√ |
|
|
|
|
|
|
Description of Certain Investment Programs Eligible for Sales Charge Waivers or Reductions
Letter Of Intent (LOI). A shareholder may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares if the shareholder intends to invest a specific dollar amount in any class of any MFS fund within a 13-month period. The LOI is determined by calculating the higher of the cost paid by the shareholder or the market value of any existing qualifying holdings (as calculated at the beginning of the 13-month period) in combination with the value that the shareholder intends to purchase over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during the 13-month period will receive the sales charge and breakpoint discount that applies to the total amount.
If the shareholder does not purchase the intended amount within the 13-month period, the shareholder’s account will be adjusted by redemption of the amount of shares needed to pay the higher initial sales charge level for the amount actually purchased. Purchases made before the LOI is received by Edward Jones are not covered under the LOI and will not reduce any sales charge previously paid. The inclusion of investments in the MFS funds held in accounts not maintained by Edward Jones is dependent on the shareholder notifying his or her financial adviser of such investments at the time of calculation.
Right Of Accumulation (ROA). Under the ROA, a shareholder may pay a reduced or no initial sales charge on purchases of Class A or Class 529A shares by aggregating the amount of the shareholder’s investment with the shareholder’s existing investments in the MFS funds, based on the higher of the cost paid by the shareholder or the current market value of the applicable MFS funds. For purposes of calculating the ROA, the shareholder’s account may be grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”) (as determined by Edward Jones under its policies and procedures). For purposes of calculating the ROA, holdings of shares of money market funds and retirement plan share classes are not taken into account. The ROA includes all investments of a shareholder in the MFS funds held on the Edward Jones platform and/or held on other platforms. The inclusion of investments in the MFS funds held in accounts not maintained by Edward Jones is dependent on the shareholder notifying his or her financial adviser of such investments at the time of calculation.
Other Important Information
Minimum Purchase Amounts. Purchases by shareholders will be subject to a $250 initial purchase minimum and a $50 subsequent purchase minimum.
Minimum Balances. Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following accounts are not subject to this minimum balance policy: (1) a fee-based account held on an Edward Jones platform; (2) a 529 account held on an Edward Jones platform; or (3) an account with an active systematic investment plan or LOI (as defined above).
Changing Share Classes. At any time it deems necessary, Edward Jones has the authority to convert at NAV a shareholder’s holdings in a fund to Class A shares of the same fund.
A-19
MFS Total Return Bond Fund
Financial Intermediary Category VIII
Eligible Accounts: |
Accounts Investing in Shares of the Fund through a D.A. Davidson & Co. Platform or Account Maintained at an Omnibus Level by or on behalf of D.A. Davidson & Co. with the Fund |
Shareholders purchasing fund shares, including existing fund shareholders, through a D.A. Davidson &. Co. (“D.A. Davidson”) platform or account, or through an introducing broker-dealer or independent registered investment adviser for which D.A. Davidson provides trade execution, clearance, and/or custody services, where such account is maintained on an omnibus level with the fund by D.A. Davidson, or by a clearing broker or custodian on behalf of D.A. Davidson, will be eligible for the following sales charge waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or SAI. Customers of D.A. Davidson whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased within the MFS fund family through systematic reinvestment of capital gains and dividend distributions. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of D.A. Davidson |
|
|
|
|
|
|
Shares acquired by employees and registered representatives of D.A. Davidson or its affiliates and their family members as designated by D.A. Davidson. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redeemed shares of the MFS fund family so long as the following conditions are met (i) the repurchase occurs within 90 days following the redemption; (ii) the redemption and purchase occur in the same account; and (iii) redeemed shares were subject to a front-end or deferred sales charge (known as Rights of Reinstatement). |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of D.A. Davidson. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS Fund. |
|
√ |
|
√ |
|
√ |
E. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
F. Systematic Withdrawals |
|
|
|
|
|
|
Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
|
|
|
√ |
|
√ |
G. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA or other qualifying retirement accounts if the redemption is taken in or after the year the shareholder reaches the qualified age based on IRS regulations. |
|
|
|
√ |
|
√ |
A-20
MFS Total Return Bond Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
H. Rights of Accumulation |
|
|
|
|
|
|
Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of MFS fund family assets held by accounts within the purchaser’s household at D.A. Davidson. Eligible MFS fund family assets not held at D.A. Davidson may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
I. Letters of Intent |
|
|
|
|
|
|
Letters of intent which allow for breakpoint discounts based on anticipated purchases within the MFS fund family over a 13-month time period. Eligible MFS fund family assets not held at D.A. Davidson may be included in the calculation of letters of intent only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
A-21
MFS Total Return Bond Fund
Financial Intermediary Category IX
Eligible Accounts: |
Accounts Investing in Shares through a Baird Platform or Account Maintained at an Omnibus Level by or on behalf of Baird with the Fund |
Shareholders purchasing fund shares through a Baird platform or account maintained at an omnibus level with the fund by Baird, or by a clearing broker or custodian on behalf of Baird, will only be eligible for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI. Customers of Baird whose accounts are established directly with the fund are not eligible for these waivers and discounts.
Shareholders remain eligible for volume breakpoints as described in the fund’s prospectus or SAI.
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
A. Dividend and Distribution Reinvestment |
|
|
|
|
|
|
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
|
√ |
|
|
|
|
B. Employees/Registered Representatives of Baird |
|
|
|
|
|
|
Shares acquired by employees and registered representatives of Baird or its affiliates and their family members as designated by Baird. |
|
√ |
|
|
|
|
C. Reinstatement Privilege |
|
|
|
|
|
|
Shares purchased from the proceeds of redemptions from another MFS fund, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge (also known as “Rights of Reinstatement”). |
|
√ |
|
√ |
|
√ |
D. Transactions between Share Classes and Funds |
|
|
|
|
|
|
A shareholder in the fund’s Class C shares will have such Class C shares converted at net asset value to Class A shares of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Baird. |
|
√ |
|
|
|
|
Shares exchanged into the same share class of another MFS Fund. |
|
√ |
|
√ |
|
√ |
E. Retirement Plans |
|
|
|
|
|
|
Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
|
√ |
|
|
|
|
F. Death or Disability of Owner |
|
|
|
|
|
|
Shares redeemed on account of the death or disability of the account shareholder. |
|
|
|
√ |
|
√ |
G. Systematic Withdrawals |
|
|
|
|
|
|
Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
|
|
|
√ |
|
√ |
H. Benefit Responsive Waivers for Retirement Accounts |
|
|
|
|
|
|
Return of excess contributions from an IRA Account. |
|
|
|
√ |
|
√ |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations. |
|
|
|
√ |
|
√ |
A-22
MFS Total Return Bond Fund
|
|
Sales Charge Waived |
||||
Waiver Category |
|
Class A
|
|
Class A
|
|
Class C
|
I. Payment of Baird Fees |
|
|
|
|
|
|
Shares sold to pay Baird fees but only if the transaction is initiated by Baird. |
|
|
|
√ |
|
√ |
J. Rights of Accumulation |
|
|
|
|
|
|
Rights of accumulations which entitles shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of MFS fund family assets held by accounts within the purchaser’s household at Baird. Eligible MFS fund family assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial adviser about such assets. |
|
√ |
|
|
|
|
K. Letters of Intent |
|
|
|
|
|
|
Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of MFS fund family assets through Baird, over a 13-month period of time. |
|
√ |
|
|
|
|
A-23
MFS Total Return Bond Fund
MFS Total Return Bond Fund
Shareholder Communications with the Board of Trustees. Shareholders may mail written communications to the Board of Trustees to the attention of the Board of Trustees, [fund name], Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, MA 02199, Attention: Fund Secretary. Shareholder communications must (i) be in writing and be signed by the shareholder, (ii) identify the MFS fund to which they relate, and (iii) identify the class and number of shares held by the shareholder.
If you want more information about MFS Total Return Bond Fund, the following documents are available free upon request:
Annual/Semiannual Reports. These reports contain information about the fund’s actual investments. Annual reports discuss the effect of recent market conditions and investment strategies on the fund’s performance during its last fiscal year.
Statement of Additional Information (SAI). The SAI, dated August 28, 2020, as may be amended or supplemented from time to time, provides more detailed information about the fund and is incorporated into this prospectus by reference.
You can get free copies of the annual/semiannual reports, the SAI and other information about the fund, including current net asset values per share, and make inquiries about the fund, by contacting:
Internet: mfs.com
MFS Service Center, Inc.
P.O. Box 219341
Kansas City, MO 64121-9341
Telephone: 1-800-225-2606
Reports and other information about the fund are available on the EDGAR Database on the Commission’s Internet website at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
The fund’s Investment Company Act file number is 811-2464.
HOW TO CONTACT US
Website |
Account service and literature |
Mailing address |
mfs.com |
Shareholders |
MFS Service Center, Inc. |
|
1-800-225-2606 |
P.O. Box 219341 |
MFS TALK |
Investment professionals |
Kansas City, MO 64121-9341 |
1-800-637-8255 |
1-800-343-2829 |
|
24 hours a day |
Retirement plan services |
Overnight mail |
|
1-800-637-1255 |
MFS Service Center, Inc. |
|
|
Suite 219341 |
|
|
430 W 7th Street |
|
|
Kansas City, MO 64105-1407 |
Statement of Additional Information August 28, 2020 |
|
|
|
Ticker Symbols |
|
||||||||||
Fund |
|
Class
|
|
Class
|
|
Class
|
|
Class
|
|
Class
|
|
Class
|
|
MFS® Series Trust IX |
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS® Corporate Bond Fund |
|
MFBFX |
|
MFBBX |
|
MFBCX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Limited Maturity Fund |
|
MQLFX |
|
MQLBX |
|
MQLCX |
|
EALMX |
|
EBLMX |
|
ELDCX |
|
MFS® Municipal Limited Maturity Fund |
|
MTLFX |
|
MTLBX |
|
MTLCX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Total Return Bond Fund |
|
MRBFX |
|
MRBBX |
|
MRBCX |
|
EARBX |
|
EBRBX |
|
ECRBX |
|
MFS® Series Trust XII |
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS® Lifetime® 2020 Fund |
|
MFLAX |
|
MFLBX |
|
MFLCX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Lifetime® 2025 Fund |
|
LTTAX |
|
LTTBX |
|
LTTCX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Lifetime® 2030 Fund |
|
MLTAX |
|
MLTBX |
|
MLTCX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Lifetime® 2035 Fund |
|
LFEAX |
|
LFEBX |
|
LFECX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Lifetime® 2040 Fund |
|
MLFAX |
|
MLFBX |
|
MLFCX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Lifetime® 2045 Fund |
|
LTMAX |
|
LTMBX |
|
LTMDX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Lifetime® 2050 Fund |
|
MFFSX |
|
MFFRX |
|
MFFDX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Lifetime® 2055 Fund |
|
LFIAX |
|
LFIBX |
|
LFICX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Lifetime® 2060 Fund |
|
MFJAX |
|
MFJBX |
|
MFJCX |
|
N/A |
|
N/A |
|
N/A |
|
MFS® Lifetime® Income Fund |
|
MLLAX |
|
MLLBX |
|
MLLCX |
|
MLLQX |
|
MLLRX |
|
MLLSX |
|
|
|
Ticker Symbols |
|
||||||||||
Fund |
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Class
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Class
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Class
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Class
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Class
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Class
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MFS® Series Trust IX |
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MFS® Corporate Bond Fund |
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MBDIX |
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MFBGX |
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MBRRX |
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MFBHX |
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MFBJX |
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MFBKX |
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MFS® Limited Maturity Fund |
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MQLIX |
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MQLGX |
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MLMRX |
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MQLHX |
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MQLJX |
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MQLKX |
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MFS® Municipal Limited Maturity Fund |
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MTLIX |
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N/A |
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N/A |
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N/A |
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N/A |
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MTLRX |
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MFS® Total Return Bond Fund |
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MRBIX |
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MRBGX |
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MRRRX |
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MRBHX |
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MRBJX |
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MRBKX |
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MFS® Series Trust XII |
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MFS® Lifetime® 2020 Fund |
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MFLIX |
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MFLEX |
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MFLGX |
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MFLHX |
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MFLJX |
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MFLKX |
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MFS® Lifetime® 2025 Fund |
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LTTIX |
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LTTRX |
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LTTSX |
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LTTTX |
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LTTUX |
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LTTKX |
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MFS® Lifetime® 2030 Fund |
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MLTIX |
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MLTEX |
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MLTGX |
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MLTHX |
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MLTJX |
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MLTKX |
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MFS® Lifetime® 2035 Fund |
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LFEDX |
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LFERX |
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LFESX |
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LFETX |
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LFEUX |
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LFEKX |
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MFS® Lifetime® 2040 Fund |
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MLFIX |
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MLFEX |
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MLFGX |
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MLFHX |
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MLFJX |
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MLFKX |
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MFS® Lifetime® 2045 Fund |
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LTMKX |
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LTMRX |
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LTMSX |
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LTMTX |
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LTMUX |
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LTMLX |
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MFS® Lifetime® 2050 Fund |
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MFFIX |
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MFFMX |
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MFFNX |
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MFFOX |
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MFFPX |
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MFFKX |
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MFS® Lifetime® 2055 Fund |
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LFIIX |
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LFIRX |
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LFISX |
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LFITX |
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LFIUX |
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LFIKX |
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MFS® Lifetime® 2060 Fund |
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MFJIX |
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MFJEX |
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MFJGX |
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MFJTX |
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MFJUX |
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MFJKX |
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MFS® Lifetime® Income Fund |
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MLLIX |
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MLLEX |
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MLLGX |
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MLLHX |
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MLLJX |
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MLLKX |
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This Statement of Additional Information (SAI) contains additional information about each fund listed above (references to a Fund or the Fund mean each Fund listed on the cover page, unless otherwise noted), and should be read in conjunction with the Funds Prospectus dated August 28, 2020, as may be amended or supplemented from time to time. The Funds financial statements are incorporated into this SAI by reference to the Funds most recent Annual Report to shareholders, which is set forth in Item 1 of the Funds most recent annual Form N-CSR (Form N-CSR) filed with the U.S. Securities and Exchange Commission (the SEC). The Funds Form N-CSR is available at the hyperlink noted below for the relevant Trust.
You may obtain a copy of the Funds Prospectus and Annual Report without charge by contacting the Funds transfer agent, MFS Service Center, Inc. (please see back cover for address and telephone number).
This SAI is NOT a prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by a current prospectus.
AUGUST-SAI-COMBINED-082820
Table of Contents: |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM(S) AND FINANCIAL STATEMENTS |
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APPENDIX A TRUSTEES AND OFFICERS IDENTIFICATION AND BACKGROUND |
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B-1 |
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C-1 |
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D-1 |
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E-1 |
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F-1 |
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G-1 |
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H-1 |
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I-1 |
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J-1 |
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K-1 |
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APPENDIX L PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS |
L-1 |
APPENDIX M RECIPIENTS OF NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS |
M-1 |
N-1 |
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APPENDIX O INCOME AND FEES RELATED TO SECURITIES LENDING ACTIVITIES |
O-1 |
P-1 |
DEFINITIONS
1940 Act the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time, and as such Act, rules or regulations are interpreted by the SEC.
Board the Board of Trustees of the Trust.
Employer Retirement Plans includes 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans any of whose accounts are maintained by the Fund at an omnibus level.
Financial intermediary includes any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, third-party administrator, insurance company and any other institution having a selling, administration or other similar agreement with MFD, MFS, or any of their affiliates.
Fund references to a Fund or the Fund mean each Fund listed on the cover page, unless otherwise noted.
Independent Trustees trustees who are not interested persons (as defined in the 1940 Act) of the Fund.
Majority Shareholder Vote as defined currently in the 1940 Act to be the lesser of (i) 67% or more of the voting securities present at a meeting at which holders of voting securities representing more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities.
MFD or the Distributor MFS Fund Distributors, Inc., a Delaware corporation.
MFS Massachusetts Financial Services Company, a Delaware corporation.
MFSC MFS Service Center, Inc., a Delaware corporation.
MFS Fund a fund managed by MFS and overseen by the Board.
MFS Funds collectively, the funds managed by MFS and overseen by the Board.
Prospectus the Prospectus of the Fund, dated August 28, 2020, as may be amended or supplemented from time to time.
SEC U.S. Securities and Exchange Commission.
Trust references to a Trust mean the Massachusetts business trust of which the Fund is a series, or, if the Fund is itself a Massachusetts business trust, references to a Trust shall mean the Fund.
MANAGEMENT OF THE FUND
Organization of the Fund
MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund, each an open-end investment company, are series of MFS Series Trust IX, a Massachusetts business trust organized in 1985. MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund are diversified funds. Prior to April 30, 2015, MFS Corporate Bond Fund was known as MFS Bond Fund. Prior to March 31, 2015, MFS Total Return Bond Fund was known as MFS Research Bond Fund.
MFS Lifetime Income Fund, MFS Lifetime 2020 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, and MFS Lifetime 2060 Fund, each an open-end investment company, are series of MFS Series Trust XII, a Massachusetts business trust organized in 2005. MFS Lifetime Income Fund, MFS Lifetime 2020 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, and MFS Lifetime 2060 Fund are diversified funds. Prior to August 28, 2014, MFS Lifetime Income Fund was known as MFS Lifetime Retirement Income Fund.
Trustees/Officers
Board Leadership Structure and Oversight The following provides an overview of the leadership structure of the Board and the Boards oversight of the MFS Funds risk management process. The Board currently consists of 11 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 MFS Funds overseen by the Board and the aggregate amount of assets under management in the MFS Funds, the Board has determined that the efficient conduct of its affairs makes it desirable to delegate responsibility for certain specific matters to Committees of the Board. Each of the seven standing Committees of the Board, to which the Board has delegated certain authority and oversight responsibilities, consists exclusively of Independent Trustees. In connection with each of the Boards 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 MFS Funds with the federal securities laws and the MFS 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 MFS Funds.
Each MFS Fund has retained MFS as its investment adviser and administrator. MFS provides each MFS Fund with investment advisory services, and is responsible for day-to-day administration of each MFS Fund and management of the risks that arise from each MFS Funds investments and operations. Certain employees of MFS serve as each MFS Funds officers, including each MFS Funds 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 cyber security). In addition, each Committee of the Board provides oversight of its risk management activities with respect to the particular activities within the Committees purview. In the course of providing oversight, the Board and the Committees receive a wide range of reports on each MFS Funds activities, including reports on each MFS Funds investment portfolio, the compliance of each MFS Fund with applicable laws, and each MFS Funds financial accounting and reporting. The Board also meets periodically with the portfolio managers of each MFS Fund to receive reports regarding the
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management of each MFS Fund, including its investment risks. The Board and the relevant Committees meet periodically with MFS Chief Enterprise Risk Officer and MFS Chief Investment Risk Officer 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 described in (i) and (ii) above. In addition, the Board and the relevant Committees oversee 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 MFS Funds auditor, custodian, and pricing service providers. As the Funds operations are carried out by service providers, the Boards oversight of the risk management processes of the service providers, including processes to address cyber security and other operational failures, is inherently limited.
Trustees and Officers Identification and Background The identification and background of the Trustees and Officers of the Trust, as well as an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Fund should so serve, are set forth in APPENDIX A.
Trustee Compensation and Committees Compensation paid to the Independent Trustees for certain specified periods, as well as information regarding Committees of the Board, is set forth in APPENDIX B.
Share Ownership
Information concerning the ownership of Fund shares (i) by Trustees and officers of the Trust as a group, as well as the dollar value range of each Trustees share ownership in the Fund and, on an aggregate basis, in the MFS Funds, (ii) by investors who are deemed to control the Fund, if any, and (iii) by investors who own 5% or more of any class of Fund shares (if no classes, of the Fund), if any, is set forth in APPENDIX C.
Portfolio Manager(s)
Information regarding other accounts managed, compensation, ownership of Fund shares, and possible conflicts of interest of the Funds portfolio manager(s), is set forth in APPENDIX D.
Contractual Arrangements
The Fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian, among others, who each provide services to the Fund. Unless expressly stated otherwise, shareholders of the Fund are not parties to, or intended beneficiaries of, these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the Fund.
Investment Adviser
MFS provides the Fund with investment advisory services. 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).
MFS has signed the Principles for Responsible Investment (PRI), an investor initiative in partnership with the United Nations Environment Programme Finance Initiative and the United Nations Global Compact. As a signatory to the PRI, where consistent with its fiduciary responsibilities, MFS aspires to incorporate environmental, social, and corporate governance (ESG) issues into its investment analysis and decision-making processes, as well as its ownership policies and practices. MFS also seeks to promote acceptance and implementation of the PRI within the investment industry and reports on progress in the effectiveness of such implementation. While MFS follows the PRI where consistent with its fiduciary responsibilities, signing the PRI is not a legally binding commitment to do so, and MFS may either take actions inconsistent with the PRI or fail to take such actions as would be consistent with the PRI if, in MFS judgment, it is in the best economic interests of its clients to do so.
MFS votes proxies on behalf of the Fund pursuant to the proxy voting policies and procedures set forth in APPENDIX E. Information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting and choosing Proxy Voting and then the Funds name, or by visiting the SECs website at http://www.sec.gov.
In addition to the conflicts of interest discussed elsewhere in this SAI, MFS may have other conflicts of interest related to its service as investment adviser to the Fund and other accounts, its other business activities, and its employees. In order to minimize conflicts of interest, all employees of MFS are subject to policies and procedures regarding conflicts of interest, appropriate business conduct, confidential and proprietary information, information barriers, private investments, outside business activities, personal trading, gifts and entertainment, political and charitable contributions, and other topics. There is no guarantee that MFS will be successful in identifying or mitigating conflicts of interest.
MFS advises multiple accounts (including accounts in which MFS or an affiliate have an interest). Investment and voting decisions made for one or more accounts may compete with, differ from, conflict with, or involve different timing from investment and voting decisions made for the Fund. MFS acting as investment adviser to multiple accounts could have a detrimental effect on the price, terms, or availability of a security with respect to the Fund.
In certain instances, there are securities that are suitable for the Fund as well as for one or more other accounts advised by MFS or of any subsidiary of MFS or that MFS believes should no longer be held by the Fund or by other accounts advised by MFS or any subsidiary of MFS. It is possible that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of more than one account. Transactions for each account generally are effected independently unless MFS determines to purchase or sell the same securities for several clients at approximately the same time. MFS may, but is not required to, aggregate purchases and sales for several accounts. The simultaneous management of multiple accounts may create conflicts of interest, particularly in circumstances where MFS or an affiliate has an interest in one or more accounts,
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where one or more accounts pays higher fees or performance-based fees, or where the availability or liquidity of investment opportunities is limited. MFS has adopted policies that it believes are reasonably designed to ensure that when two or more accounts (including accounts in which MFS or an affiliate have an interest) are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among accounts in a manner believed by MFS to be fair and equitable to each account over time. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or availability of a security with respect to the Fund.
Investment Advisory Agreement MFS manages the Fund pursuant to an Investment Advisory Agreement (the Advisory Agreement). Under the Advisory Agreement, MFS provides the Fund with investment advisory services. Subject to such policies as the Trustees may determine, MFS makes investment decisions for the Fund. For these services, MFS receives an investment advisory fee, computed and paid monthly, as follows:
For MFS Corporate Bond Fund, the management fee set forth in the Investment Advisory Agreement is 0.39% of the Funds average daily net assets annually of the first $1.1 billion; 0.38% of the Funds average daily net assets annually in excess of $1.1 billion and up to $5 billion; 0.35% of the Funds average daily net assets annually in excess of $5 billion and up to $10 billion; and 0.34% of the Funds average daily net assets annually in excess of $10 billion. MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the Funds Board. For the fiscal year ended April 30, 2020, this management fee reduction amounted to 0.01% of the Funds average daily net assets.
For MFS Lifetime Income Fund, the Fund pays no management fee to MFS; however the underlying Funds pay management fees to MFS which are reflected under Summary of Key Information-Fees and Expenses in the Prospectus. MFS has agreed in writing to bear the Funds expenses, excluding program management fees, management fees, distribution and service fees, interest, taxes, extraordinary expenses, brokerage and transaction costs, investment-related expenses, and fees and expenses associated with investments in investment companies and other similar investment vehicles, or make payment to the Fund, such that Other Expenses do not exceed 0.00% of the class average daily net assets annually for each of Class A, Class B, Class C, Class 529A, Class 529B, Class 529C, Class I, Class R1, Class R2, Class R3, and Class R4 shares, and (0.10)% of the class average daily net assets annually for Class R6 shares. This written agreement will continue until modified by the Funds Board, but such agreement will continue until at least August 31, 2021. During the term of this agreement, Class R6 shares will receive payments from MFS in excess of its Other Expenses in an amount equal to at least 0.10% of the class average daily net assets.
For each of MFS Lifetime 2020 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, and MFS Lifetime 2060 Fund, the Funds pay no management fee to MFS; however the underlying Funds pay management fees to MFS which are reflected under Summary of Key Information-Fees and Expenses in each Prospectus. MFS has agreed in writing to bear the Funds expenses, excluding management fees, distribution and service fees, interest, taxes, extraordinary expenses, brokerage and transaction costs, investment-related expenses, and fees and expenses associated with investments in investment companies and other similar investment vehicles, or make payment to the Fund, such that Other Expenses do not exceed 0.00% of the class average daily net assets annually for each of Class A, Class B, Class C, Class I, Class R1, Class R2, Class R3, and Class R4 shares, and (0.14)% of the class average daily net assets annually for Class R6 shares. This written agreement will continue until modified by the Funds Board, but such agreement will continue until at least August 31, 2021. During the term of this agreement, Class R6 shares will receive payments from MFS in excess of its Other Expenses in an amount equal to at least 0.14% of the class average daily net assets.
For MFS Limited Maturity Fund, effective August 1, 2020, the management fee set forth in the Investment Advisory Agreement is 0.40% of the Funds average daily net assets annually up to $1 billion; 0.35% of the Funds average daily net assets annually in excess of $1 billion and up to $2.5 billion; and 0.30% of the Funds average daily net assets annually in excess of $2.5 billion. For the period from August 1, 2019, to July 31, 2020, the management fee set forth in the Investment Advisory Agreement was 0.40% of the Funds average daily net assets annually up to $1 billion; 0.35% of the Funds average daily net assets annually in excess of $1 billion and up to $2.5 billion; and 0.33% of the Funds average daily net assets annually in excess of $2.5 billion. For the period from May 1, 2019, to July 31, 2019, the management fee set forth in the Investment Advisory Agreement was 0.40% of the Funds average daily net assets annually. MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the Funds Board. For the fiscal year ended April 30, 2020, this management fee reduction amounted to 0.01% of the Funds average daily net assets. MFS has agreed in writing to bear the Funds expenses, excluding program management fees, management fees, distribution and service fees, payments made to service providers (other than MFSC) that provide certain sub-accounting services, interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as interest and borrowing expenses incurred in connection with the Funds investment activity), such that Other Expenses do not exceed 0.00% of the class average daily net assets annually for each class of shares. This written agreement will continue until modified by the Funds Board, but such agreement will continue until at least August 31, 2021.
For MFS Municipal Limited Maturity Fund, effective August 1, 2020, the management fee set forth in the Investment Advisory Agreement is 0.40% of the Funds average daily net assets annually up to $2.5 billion and 0.35% of the Funds average daily net assets annually in excess of $2.5 billion. For the period from May 1, 2019 to July 31, 2020, the management fee set forth in the Investment Advisory Agreement was 0.40% of the Funds average daily net assets annually. MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the Funds Board. For the fiscal year ended April 30, 2020, this management fee reduction amounted to 0.01% of the Funds average daily net assets. MFS has agreed in writing to bear the Funds expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as interest and borrowing expenses incurred in connection with the Funds investment activity), such that Total Annual Fund Operating Expenses do not exceed 0.69% of the class average daily net assets annually for Class A shares, 1.44% of the class average daily net assets
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annually for Class B shares, 1.54% of the class average daily net assets annually for Class C shares, 0.54% of the class average daily net assets annually for Class I shares, and 0.46% of the class average daily net assets annually for Class R6 shares. This written agreement will continue until modified by the Funds Board, but such agreement will continue until at least August 31, 2021.
For MFS Total Return Bond Fund, the management fee set forth in the Investment Advisory Agreement is 0.50% of the Funds average daily net assets annually up to $2.5 billion; 0.35% of the Funds average daily net assets annually in excess of $2.5 billion and up to $5 billion; 0.34% of the Funds average daily net assets annually in excess of $5 billion and up to $10 billion; and 0.33% of the Funds average daily net assets annually in excess of $10 billion. Effective August 1, 2020, MFS has agreed in writing to reduce its management fee to 0.40% of the Funds average daily net assets annually up to $2.5 billion. This written agreement will remain in effect until modified by the Funds Board, but such agreement will continue until at least August 31, 2021. MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the Funds Board. For the fiscal year ended April 30, 2020, this management fee reduction amounted to 0.01% of the Funds average daily net assets. MFS has agreed in writing to bear the Funds expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as interest and borrowing expenses incurred in connection with the Funds investment activity), such that Total Annual Fund Operating Expenses do not exceed 0.60% of the class average daily net assets annually for Class A shares, 1.35% of the class average daily net assets annually for Class B shares, 1.45% of the class average daily net assets annually for each of Class C and Class R1 shares, 0.45% of the class average daily net assets annually for each of Class I and Class R4 shares, 0.95% of the class average daily net assets annually for Class R2 shares, 0.70% of the class average daily net assets annually for Class R3 shares, 0.36% of the class average daily net assets annually for Class R6 shares, 0.65% of the class average daily net assets annually for Class 529A shares, and 1.50% of the class average daily net assets annually for each of Class 529B and Class 529C shares. This written agreement will continue until modified by the Funds Board, but such agreement will continue until at least August 31, 2021.
MFS pays the compensation of the Trusts officers and of any Trustee who is an employee of MFS. MFS also furnishes at its own expense investment advisory and administrative services, office space, equipment, clerical personnel, investment advisory facilities, and executive and supervisory personnel necessary for managing the Funds investments and effecting its portfolio transactions.
The Trust pays the compensation of the Independent Trustees and all expenses of the Fund incurred in its operation and offering of shares (other than those assumed by MFS in writing) including: management fees; Rule 12b-1 fees; administrative services fees; Section 529 program management services fees; governmental fees; interest charges; taxes; membership dues in the Investment Company Institute allocable to the Fund; fees and expenses of independent auditors, of legal counsel, and of any transfer agent, registrar, or dividend disbursing agent of the Fund; expenses of repurchasing and redeeming shares and servicing shareholder accounts; expenses of preparing, printing and mailing stock certificates, shareholder reports, notices, proxy statements, confirmations, periodic investment statements and reports to governmental officers and commissions; brokerage and other expenses connected with the execution, recording, and settlement of portfolio security transactions; insurance premiums; fees and expenses of the Funds custodian, for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of shares of the Fund; organizational and start-up costs; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits, or proceedings to which the Fund is a party or otherwise may have an exposure, and the legal obligation which the Fund may have to indemnify the Trusts Trustees and officers with respect thereto. Expenses relating to the issuance, registration and qualification of shares of the Fund and the preparation, printing and mailing of prospectuses for such purposes are borne by the Fund except to the extent that the Distribution Agreement with MFD, provides that MFD is to pay some or all of such expenses. Expenses of the Trust which are not attributable to a specific Fund are allocated among the MFS Funds in the Trust in a manner believed by management of the Trust to be fair and equitable.
The Advisory Agreement has an initial two-year term and continues in effect thereafter only if such continuance is specifically approved at least annually by the Board or by Majority Shareholder Vote and, in either case, by a majority of the Independent Trustees. The Advisory Agreement terminates automatically if it is assigned and may be terminated without penalty by a Majority Shareholder Vote, or by either party, on not more than 60 days nor less than 30 days written notice. The Advisory Agreement may be approved, renewed, amended, or terminated as to one MFS Fund in the Trust, even though the Agreement is not approved, renewed, amended, or terminated as to any other MFS Fund in the Trust.
The Advisory Agreement also provides that neither MFS nor its personnel shall be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution and management of the Fund, except for willful misfeasance, bad faith, gross negligence, or reckless disregard of its or their duties and obligations under the Advisory Agreement.
Administrator
MFS provides the Fund with certain financial, legal, and other administrative services under a Master Administrative Services Agreement between the Fund and MFS. Under the Agreement, the Fund pays an annual fee to MFS for providing these services based on the amount of assets in the Fund and/or the type of fund.
Shareholder Servicing Agent
MFSC, 100 Hancock Street, North Quincy, MA 02171, a wholly-owned subsidiary of MFS, provides dividend and distribution disbursing and transfer agent and recordkeeping functions in connection with the issuance, transfer, and redemption of each class of shares of the Fund under a Shareholder Servicing Agent Agreement. MFSC receives a fee from the Fund based on the amount of assets in the Fund, the types of accounts through which shareholders invest in the Fund, the costs of servicing these types of accounts, and a target profit margin. MFSC also contracts with other entities to provide some or all of the services described above.
In addition, MFSC is reimbursed by the Fund for certain expenses incurred by MFSC on behalf of the Fund. These reimbursements include payments for certain out-of-pocket expenses, such as costs related to mailing shareholder statements and the use of third party recordkeeping systems, incurred by MFSC in performing the services described above. MFSC is also reimbursed for payments made under agreements with service providers that provide sub-accounting, transaction processing, and/or other shareholder services (Shareholder Servicing
4
Payments), that may include receiving instructions for the purchase, exchange or redemption of shares; preparing and transmitting periodic statements; providing or causing to be provided prospectuses, annual reports, semiannual reports, shareholder notices, and other shareholder communications; providing required tax services and documents; calculating and assessing sales charges; and calculating and recording or distributing distributions to shareholders. Service providers receive an annualized fee based on the Funds average daily net assets serviced by the service provider and/or a fee for each year, or portion thereof, for each Fund account serviced by the service provider. Payments vary by service provider and may be significant to the service provider.
Proceeds from Fund purchases, redemptions, and distribution payments may be held in one or more demand deposit bank accounts registered to MFSC, who acts as agent for the Funds when opening, closing, and conducting business in the bank account(s). MFSC may invest overnight balances in money market instruments, including money market funds. Any balances not invested remain in the bank account(s) overnight. Pursuant to the Shareholder Servicing Agent Agreement, if MFSC has acted in good faith and with reasonable care, investment risks associated with such bank account(s) are risks of the Fund.
Special Servicing Agreement
Under a Special Servicing Agreement among MFS, certain MFS Funds-of-Funds (currently, the MFS Asset Allocation Funds), and Participating Funds in which an MFS Fund-of-Funds invests, Participating Funds may pay to MFSC a portion of each MFS Fund-of-Funds transfer agent-related expenses, including Shareholder Servicing Payments payable to service providers, to the extent such Shareholder Servicing Payments are less than the amount of the benefits realized or expected to be realized by the Participating Fund from the investment in the Participating Fund by the MFS Fund-of-Funds. As of August 28, 2020, Participating Funds include the following MFS Funds: MFS Emerging Markets Debt Local Currency Fund; MFS Global Bond Fund; MFS Government Securities Fund; MFS High Income Fund; MFS Inflation-Adjusted Bond Fund; and MFS Limited Maturity Fund.
Distributor
MFD, a wholly-owned subsidiary of MFS, serves as distributor for the continuous offering of shares of the Fund pursuant to a Distribution Agreement. Under the Agreement, MFD agrees to use its best efforts to find purchasers for shares of the Fund.
Program Manager(s) (with respect to 529 Share Classes only)
MFD serves as program manager for a qualified tuition program under Section 529 of the Internal Revenue Code through which Class 529A, Class 529B, and Class 529C shares (529 Share Classes) are available as investment options to program participants. MFD provides, either directly or through third parties, recordkeeping, tax reporting, and account services, as well as services designed to maintain the programs compliance with the Internal Revenue Code and other regulatory requirements under a Master 529 Administrative Services Agreement.
Under the Agreement, the Fund pays MFD a fee of up to 0.05% annually of the assets attributable to the 529 Share Classes. MFD pays all or a portion of this fee to third parties.
Please consult the program description for your particular qualified tuition program for a discussion of the fees paid to and services received from the program manager.
Custodian
State Street Bank and Trust Company (State Street), with a place of business at State Street Financial Center, One Lincoln Street, Boston, MA 02111, serves as the custodian of the assets of MFS Lifetime Income Fund, MFS Lifetime 2020 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, and MFS Lifetime 2060 Fund. State Street is responsible for safekeeping cash and securities, handling the receipt and delivery of securities, collecting interest and dividends on investments, serving as the foreign custody manager, providing reports on foreign securities depositaries, maintaining books of original entry and other required books and accounts, and calculating the daily net asset value of each class of shares.
JPMorgan Chase Bank (JPMorgan), with a place of business at One Chase Manhattan Plaza, New York, NY 10081, serves as the custodian of the assets of MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund. JPMorgan is responsible for safekeeping cash and securities, handling the receipt and delivery of securities, collecting interest and dividends on investments, serving as the foreign custody manager, and providing reports on foreign securities depositaries. JPMorgan Chase Bank, N.A., as successor in interest to an affiliate of JPMorgan, J.P. Morgan Investor Services Co., with a place of business at One Beacon Street, Boston, MA 02108, is responsible for maintaining books of original entry and other required books and accounts and calculating the daily net asset value of each class of shares.
There is an expense offset arrangement that reduces the Funds custodian fees based upon the amount of U.S. Dollars deposited by the Fund with JPMorgan.
Certain Service Provider Compensation
Compensation paid by the Fund to certain of its service providers for advisory services, administrative services, Section 529 program management services (if applicable), and transfer agency-related services, for certain specified periods, is set forth in APPENDIX F.
Code of Ethics
The Fund, MFS, its subadvisor (if applicable), and MFD have adopted separate codes of ethics (Codes of Ethics) as required under the 1940 Act. The Codes of Ethics contain provisions and requirements designed to identify and address certain conflicts of interest between personal investment activities of MFS employees and the interests of the Fund. Subject to certain conditions and restrictions, each code permits personnel subject to the code to invest in securities for their own accounts, including securities that may be purchased, held, or sold by the Fund.
5
SALES CHARGES
Sales charges (as applicable) paid for certain specified periods in connection with the purchase and sale of the Funds shares are set forth in APPENDIX G.
DISTRIBUTION PLAN
The Trustees have approved a plan for the Fund in accordance with Rule 12b-1 under the 1940 Act as described in the Funds Prospectus (the Distribution Plan). In approving the Distribution Plan, the Trustees, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the Distribution Plan or any agreements relating to the Distribution Plan (Distribution Plan Qualified Trustees), concluded that there is a reasonable likelihood that the Distribution Plan would benefit the Fund and each respective class of shareholders.
The Distribution Plan is designed to promote sales of shares and reduce the amount of redemptions that might otherwise occur if the Distribution Plan were not in effect, as well as to compensate intermediaries for their servicing and maintenance of shareholder accounts. Increasing the Funds net assets through sales of shares, or reducing reductions in net assets by reducing redemptions, may help reduce the Funds expense ratio by spreading the Funds fixed costs over a larger base and may reduce the potential adverse effect of selling the Funds portfolio securities to meet redemptions. There is, however, no assurance that the net assets of the Fund will increase or not be reduced, or that other benefits will be realized as a result of the Distribution Plan.
The Distribution Plan remains in effect from year to year only if its continuance is specifically approved at least annually by vote of both the Trustees and a majority of the Distribution Plan Qualified Trustees. The Distribution Plan also requires that the Fund and MFD each provide the Trustees, and that the Trustees review, at least quarterly, a written report of the amounts expended (and purposes therefor) under the Distribution Plan. The Distribution Plan may be terminated at any time by vote of a majority of the Distribution Plan Qualified Trustees or by a Majority Shareholder Vote of the shares of the class to which the Distribution Plan relates (Designated Class). The Distribution Plan may not be amended to increase materially the amount of permitted distribution expenses without the approval of a majority of the shares of the Designated Class of the Fund, or may not be materially amended in any case without a vote of the Trustees and a majority of the Distribution Plan Qualified Trustees.
The Distribution Plan is a compensation plan, meaning that MFD will receive payment without regard to the actual expenses it incurs under the Distribution Plan for distribution and shareholder services. The distribution and service fees paid to MFD equal on an annual basis up to the following maximum percentages of average daily net assets of the class of the Fund (as applicable):
Class |
|
Maximum
|
|
Maximum Service
|
|
Maximum Total
|
|
Class A |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
Class B |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class B1 |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class C |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class 529A |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
Class 529B |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class 529C |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class R1 |
|
0.75 |
% |
0.25 |
% |
1.00 |
% |
Class R2 |
|
0.25 |
% |
0.25 |
% |
0.50 |
% |
Class R3 |
|
0.00 |
% |
0.25 |
% |
0.25 |
% |
In certain circumstances, the fees described above may be wholly or partially waived, or do not apply to certain Funds. The distribution fee may be waived from time to time pursuant to Rule 2341 of the Financial Industry Regulatory Authority (FINRA).
MFD has voluntarily agreed to rebate to the class a portion of each class 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to seed money of MFS or an affiliate. Current distribution and service fees for the Fund are reflected under the caption Description of Share Classes Distribution and Service Fees in the Prospectus.
Service Fees
The Distribution Plan provides that the Fund pays MFD a service fee as described above based on the average daily net assets attributable to the Designated Class (i.e., Class A, Class B, Class B1, Class C, Class 529A, Class 529B, Class 529C, Class R1, Class R2, or Class R3 shares), as applicable, annually. MFD may, at its discretion, retain all or a portion of such payments or pay all or a portion of such payments to financial intermediaries. Service fees compensate MFD and/or financial intermediaries for shareholder servicing and account maintenance activities, including shareholder recordkeeping (including assisting in establishing and maintaining customer accounts and records), transaction processing (including assisting with purchase, redemption and exchange requests), shareholder reporting, arranging for bank wires, monitoring dividend payments from the Fund on behalf of customers, forwarding certain shareholder communications from the Fund to customers, corresponding with shareholders and customers regarding the Fund (including receiving and responding to inquiries and answering questions regarding the Fund), and aiding in maintaining the investment of their respective customers in the Fund. Financial intermediaries may from time to time be required to meet certain criteria established by MFD in order to receive service fees.
6
Distribution Fees
The Distribution Plan provides that the Fund pays MFD a distribution fee as described above based on the average daily net assets attributable to the Designated Class as partial consideration for distribution services performed and expenses incurred in the performance of MFDs obligations under its distribution agreement with the Fund. Distribution fees compensate MFD and/or financial intermediaries for their expenses in connection with the distribution of Fund shares, including commissions to financial intermediaries, printing prospectuses and reports used for sales purposes, the preparation and printing of sales literature, personnel, travel, office expense and equipment, payments made to wholesalers employed by MFD (employees may receive additional compensation if they meet certain targets for sales of the Fund), and other distribution-related expenses. The amount of the distribution fee paid by the Fund with respect to each class differs under the Distribution Plan, as does the use by MFD of such distribution fees. While the amount of compensation received by MFD in the form of distribution fees during any year may be more or less than the expenses incurred by MFD under its distribution agreement with the Fund, the Fund is not liable to MFD for any losses MFD may incur in performing services under its Distribution Agreement with the Fund.
Distribution and Service Fees Paid to MFD
Payments made by the Fund under the Funds Distribution Plan for the Funds most recent fiscal year are set forth in APPENDIX H.
FINANCIAL INTERMEDIARY COMPENSATION
MFD and/or its affiliates may pay commissions, Rule 12b-1 distribution and service fees, and 529 administrative services fees (if applicable), shareholder servicing fees, and other payments to financial intermediaries that sell Fund shares as described in APPENDIX I.
INVESTMENT STRATEGIES, RISKS AND RESTRICTIONS
Set forth in APPENDIX J is a description of investment strategies which the Fund may generally use in pursuing its investment objective(s) and investment policies to the extent such strategies are consistent with its investment objective and investment policies, and a description of the risks associated with these investment strategies. Set forth in APPENDIX K is a description of investment restrictions to which the Fund is subject.
NET INCOME AND DISTRIBUTIONS
The Fund intends to distribute to its shareholders all or substantially all of its net investment income. The net investment income of the Fund consists of non-capital gain income less expenses. In addition, the Fund intends to distribute net realized short- and long-term capital gains, if any, at least annually. Shareholders will be informed of the tax consequences of such distributions, including whether any portion represents a return of capital, after the end of each calendar year.
TAX CONSIDERATIONS
The following discussion is a brief summary of some of the important U.S. federal (and, where noted, state) income tax consequences affecting the Fund and its shareholders. The discussion is very general, and therefore prospective investors are urged to consult their tax advisers about the impact an investment in the Fund will have on their own tax situations.
Tax Treatment of the Fund
Federal Taxes The Fund (even if it is a Fund in a Trust with multiple series) is treated as a separate entity for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the Code). The Fund has elected (or in the case of a new Fund, intends to elect) to be, and intends to qualify to be treated each year as, a regulated investment company under Subchapter M of the Code.
In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, the Fund must, among other things:
(a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interests in qualified publicly traded partnerships (as defined below);
(b) diversify its holdings so that, at the end of each quarter of the Funds taxable year, (i) at least 50% of the market value of the Funds total assets is represented by cash and cash items, U.S. Government securities, securities of other regulated investment companies, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the Funds total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Funds total assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, (x) in the securities (other than those of the U.S. Government or other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades or businesses, or (y) in the securities of one or more qualified publicly traded partnerships (as defined below); and
(c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid; generally, taxable ordinary income and the excess, if any, of the net short-term capital gains over net long-term capital losses) and net tax-exempt income, for such year.
In general, for purposes of the 90% gross income requirement described in paragraph (a) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the regulated investment company. However, 100% of the net income derived from an interest in a qualified publicly traded partnership (a partnership (i) the interests in which are traded on an established securities market or are readily tradable on a
7
secondary market or the substantial equivalent thereof, and (ii) that derives less than 90% of its income from the qualifying income described in paragraph (a)(i) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for federal income tax purposes because they meet the passive income requirement under section 7704(c)(2) of the Code. In addition, although in general the passive loss rules of the Code do not apply to regulated investment companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership.
For purposes of the diversification test in (b) above, identification of the issuer (or issuers) of a particular Fund investment will depend on the terms and conditions of that investment. In some cases, such identification may be uncertain under current law, and future Internal Revenue Service (IRS) guidance or an adverse determination by the IRS regarding issuer identification for a particular type of investment may adversely affect the Funds ability to meet the diversification test. In the case of the Funds investment in loan participations, the Fund will treat both the entity from whom the loan participation is acquired and the borrower as an issuer for the purposes of meeting the diversification requirement described in paragraph (b) above. Finally, for purposes of this diversification requirement, the term outstanding voting securities of such issuer will include the equity securities of a qualified publicly traded partnership.
As a regulated investment company, the Fund will not be subject to any U.S. federal income or excise taxes on its net investment income and net realized capital gains that it distributes to shareholders in accordance with the timing requirements imposed by the Code. The Funds foreign-source income, gains, or proceeds, if any, may be subject to foreign withholding or other taxes, which could decrease the Funds return on the underlying investments. Shareholders of the Fund should review Taxation of Shareholders below for further information regarding the tax implications of their investment in the Fund.
If the Fund were to fail to meet the income, diversification or distribution test described above, the Fund could in some cases cure such failure, including by paying a fund-level tax, paying interest, making additional distributions or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or were otherwise to fail to qualify as a regulated investment company accorded special treatment for such year, the Fund would be subject to federal income tax on all of its taxable income at corporate rates, and Fund distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would generally be taxable as ordinary income to the shareholders. Some portions of such distributions may be eligible for the dividends received deduction in the case of corporate shareholders and may be eligible to be treated as qualified dividend income in the case of shareholders taxed as individuals, provided, in both cases, the shareholder meets certain holding period and other requirements in respect of the Funds shares (as described below). In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a regulated investment company that is accorded special tax treatment.
The Fund intends to distribute at least annually to its shareholders all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction), its net tax-exempt income (if any) and its net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards). Any taxable income, including any net capital gain, retained by the Fund will generally be subject to tax at the Fund level at regular corporate rates.
If the Fund fails to distribute in a calendar year substantially all (at least 98%) of its ordinary income for such year and substantially all (at least 98.2%) of its capital gain net income for the one-year period ending October 31 (or November 30 or December 31 if the Fund is permitted to elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a non-deductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, ordinary gains and losses from the sale, exchange or other taxable disposition of property that would be taken into account after October 31 (or November 30 if the Fund is permitted to elect and so elects) are treated as arising on January 1 of the following calendar year; in the case of a Fund that is permitted to make and makes the election to use December 31 as described above, there will be no gains or losses eligible to be so treated. Also, for purposes of the excise tax, the Fund will be treated as having distributed any amount on which it is subject to corporate income tax for the taxable year ending within the calendar year. A dividend paid to shareholders by the Fund in January generally is deemed to have been paid by the Fund on December 31 of the preceding year, if the dividend was declared and payable to shareholders of record on a date in October, November, or December of that preceding year. The Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no assurance that it will be able to do so.
Capital losses in excess of capital gains (net capital losses) are not permitted to be deducted against the Funds net investment income. Instead, subject to certain limitations, the Fund may carry forward a net capital loss from any taxable year to offset capital gains, if any, realized during a subsequent taxable year without expiration; any such carryforward losses will retain their character as short-term or long-term. The Fund must apply such carryforwards first against gains of the same character. Capital loss carryforwards are reduced to the extent they offset current year net realized capital gains, whether the Fund retains or distributes such gains. See the Funds most recent annual shareholder report for the Funds available capital loss carryforwards as of the end of its most recently ended fiscal year.
In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (defined below), its taxable income and its earnings and profits, a regulated investment company may elect to treat any post-October capital loss (defined as any net capital loss, attributable to the portion, if any, of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to such portion of the taxable year) or late-year ordinary loss (generally, the sum of its (i) net ordinary losses, if any, from the sale, exchange or other taxable disposition of property, attributable to the portion, if any, of the taxable year after October 31, and its (ii) other net ordinary losses, if any, attributable to the portion of the taxable year after December 31) as if incurred in the succeeding taxable year.
Massachusetts Taxes As long as it qualifies as a regulated investment company under the Code, the Fund will not be required to pay Massachusetts income or excise taxes.
Taxation of Shareholders
Tax Treatment of Distributions Subject to the special rules discussed below for Municipal Funds, shareholders of the Fund generally will have to pay federal income tax and any applicable non-U.S., state or local income taxes on the dividends and Capital Gain Dividends (as defined below) they receive from the Fund. Except as described below, any distributions from ordinary income or from net short-term capital gains are taxable to shareholders as ordinary income for federal income tax purposes whether paid in cash or reinvested in additional shares.
8
Qualified dividend income received by an individual will be taxed at the reduced rates applicable to net capital gains, provided holding period and other requirements are met. In order for some portion of the Funds dividends to be qualified dividend income, the Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the Fund shareholder must meet holding period and other requirements with respect to the Funds shares. In general, a dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4) if the dividend is received from a non-U.S. corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a non-U.S. corporation readily tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company. Payments in lieu of dividends, such as payments pursuant to securities lending arrangements, also do not qualify to be treated as qualified dividend income.
In general, a distribution of investment income reported by the Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements described above with respect to the Funds shares. If the qualified dividend income received by the Fund during any taxable year is 95% or more of its gross income for that taxable year, then 100% of the Funds dividends (other than Capital Gain Dividends), will be eligible to be treated as qualified dividend income. For this purpose, in the case of a sale or other disposition by the Fund of stock or securities, the only gain included in the term gross income is the excess of net short-term capital gain from such sales or dispositions over the net long-term capital loss from such sales or dispositions.
Distributions of net capital gain that are properly reported by the Fund as capital gain dividends (Capital Gain Dividends), whether paid in cash or reinvested in additional shares, are taxable to shareholders for U.S. federal income tax purposes as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates, without regard to the length of time the shareholders have held their shares.
Under Treasury Regulations, the Fund may rely, distributions by the Fund to its shareholders that the Fund properly reports as section 199A dividends, as defined and subject to certain conditions described below, are treated as qualified real estate investment trust (REIT) dividends in the hands of non-corporate shareholders. Non-corporate shareholders are permitted a federal income tax deduction equal to 20% of qualified REIT dividends received by them, subject to certain limitations. Very generally, a section 199A dividend is any dividend or portion thereof that is attributable to certain dividends received by the regulated investment company from REITs, to the extent such dividends are properly reported as such by the regulated investment company in a written notice to its shareholders. A section 199A dividend is treated as a qualified REIT dividend only if the shareholder receiving such dividend holds the dividend-paying regulated investment company shares for at least 46 days of the 91-day period beginning 45 days before the shares become ex-dividend, and is not under an obligation to make related payments with respect to a position in substantially similar or related property. The Fund is permitted to report such part of its dividends as section 199A dividends as are eligible, but is not required to do so.
Subject to any future regulatory guidance to the contrary, distributions attributable to qualified publicly traded partnership income from the Funds investments in master limited partnerships (MLPs) will ostensibly not qualify for the deduction available to non-corporate taxpayers in respect of such amounts received directly from an MLP.
The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, estates and trusts to the extent their income exceeds certain threshold amounts. For these purposes, net investment income generally includes, among other things, (i) distributions paid by the Fund of net investment income and capital gains (other than exempt-interest dividends, defined below) as described above, and (ii) any net gain from the sale, redemption, exchange, or other taxable disposition of Fund shares. Shareholders are advised to consult their tax advisers regarding the possible implications of this additional tax on their investment in the Fund.
Any Fund dividend that is declared in October, November, or December of any calendar year, payable to shareholders of record in such a month and paid during the following January, will be treated as if received by the shareholders on December 31 of the year in which the dividend is declared. The Fund will notify shareholders regarding the federal tax status of its distributions after the end of each calendar year.
If the Fund makes a distribution to a shareholder in excess of the Funds current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of such shareholders tax basis in its shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholders tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares.
Any Fund distribution, other than dividends that are declared by the Fund on a daily basis, will have the effect of reducing the per share net asset value of Fund shares by the amount of the distribution. If you buy shares when a Fund has unrealized or realized but not yet distributed ordinary income or capital gains, such income or gain will be included in the price you pay for the shares, and you may receive a portion back as a taxable distribution even though such distribution may economically represent a return of your investment.
If the Fund holds, directly or indirectly, one or more tax credit bonds issued on or prior to December 31, 2017 (including build America bonds issued on or before December 31, 2010, clean renewable energy bonds and qualified tax credit bonds) on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the amount of those offsetting tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if the Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.
Capital Loss Carryforwards Distributions from capital gains are generally made after applying any available capital loss carryforwards. For details regarding capital loss carryforwards, please see Tax Treatment of the Fund above. Additionally, the amounts and expiration dates, if any, of any capital loss carryforwards available to the Fund are shown in the notes to the financial statements for the Fund.
Dividends-Received Deduction In general, dividends of net investment income received by corporate shareholders of the Fund qualify for the dividends-received deduction generally available to corporations to the extent of the amount of eligible dividends received by the Fund
9
from domestic corporations, provided the shareholder otherwise qualifies for the deduction with respect to its holding of Fund shares. Availability of the deduction for particular corporate shareholders is subject to certain limitations, and deducted amounts may result in certain basis adjustments. Payments in lieu of dividends, such as payments pursuant to securities lending arrangements, generally will not qualify for the dividends received deduction.
Disposition of Shares In general, any gain or loss realized upon a disposition of Fund shares by a shareholder that holds such shares as a capital asset will be treated as a long-term capital gain or loss if the shares have been held for more than 12 months, and otherwise as a short-term capital gain or loss. However, any loss realized upon a disposition of Fund shares held for six months or less will be treated as a long-term capital loss to the extent of any Capital Gain Dividends received (or deemed received) by the shareholder with respect to those shares. Further, all or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed under the wash-sale rules as described in the Code if other substantially identical shares of the Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
Shares Purchased Through Tax-Qualified Plans Distributions by the Fund to retirement plans that qualify for tax-advantaged treatment under federal income tax laws will not be taxable. Special tax rules apply to investments through such plans. You should consult your tax adviser to determine the suitability of the Fund as an investment through such a plan and the tax treatment of distributions (including distributions of amounts attributable to an investment in the Fund) from such a plan.
U.S. Taxation of Non-U.S. Persons Distributions by the Fund to shareholders that are not U.S. persons within the meaning of the Code (Non-U.S. Shareholders) properly reported by the Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, (3) interest-related dividends, each as defined and subject to certain conditions described below, and (4) and exempt-interest dividends, if any, generally will not be subject to withholding of U.S. federal income tax. However, such dividends may be subject to backup withholding, as discussed below.
In general, the Code defines (1) short-term capital gain dividends as distributions of net short-term capital gains in excess of net long-term capital losses and (2) interest-related dividends as distributions from U.S. source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual Non-U.S. Shareholder, in each case to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders.
The exceptions to withholding for short-term capital gain dividends and Capital Gain Dividends do not apply to (A) distributions to an individual Non-U.S. Shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the conduct by the Non-U.S. Shareholder of a trade or business within the United States, under special rules regarding the disposition of U.S. real property interests as described below. The exception to withholding for interest-related dividends does not apply to distributions to a Non-U.S. Shareholder (A) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (B) to the extent that the dividend is attributable to certain interest on an obligation if the Non-U.S. Shareholder is the issuer or is a 10% shareholder of the issuer, (C) that is within certain foreign countries that have inadequate information exchange with the United States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related person of the Non-U.S. Shareholder and the Non-U.S. Shareholder is a controlled foreign corporation. The Fund is permitted to report such part of its dividends as short-term capital gain and/or interest-related dividends as are eligible, but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even if the Fund reports all or a portion of a payment as a short-term capital gain or interest-related dividend. Non-U.S. Shareholders should contact their intermediaries with respect to the application of these rules to their accounts.
Distributions by the Fund to Non-U.S. Shareholders other than Capital Gain Dividends, short-term capital gain dividends, interest-related dividends and exempt-interest dividends (e.g., dividends attributable to dividend and foreign-source interest income or to short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).
If a beneficial holder who is a Non-U.S. Shareholder has a trade or business in the United States, and the dividends are effectively connected with the conduct by the beneficial holder of a trade or business in the United States, the dividend will be subject to U.S. federal net income taxation at regular income tax rates.
Special rules apply to distributions to Non-U.S. Shareholders from a Fund that is a qualified investment entity (QIE) because it is either a U.S. real property holding corporation (USRPHC) or would be a USRPHC but for the operation of the exceptions to the definition described below. Additionally, special rules apply to the sale of shares in a Fund that is a USRPHC or former USRPHC. Very generally, a USRPHC is a domestic corporation that holds U.S. real property interests (USRPIs) USRPIs are defined as any interest in U.S. real property or any equity interest in a USRPHC or former USRPHC the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporations USRPIs, interests in real property located outside the United States and other assets. A Fund that holds (directly or indirectly) significant interests in REITs may be a USRPHC. Interests in domestically controlled QIEs, including regulated investment companies and REITs that are QIEs, not-greater-than-10% interests in publicly traded classes of stock in REITs and not-greater-than-5% interests in publicly traded classes of stock in regulated investment companies generally are not USRPIs, but these exclusions do not apply for purposes of determining whether the Fund is a QIE.
If the Fund were a QIE, any distributions by the Fund (including, in certain cases, distributions made by the Fund in redemption of its shares) that are attributable directly or indirectly to (i) distributions received by the Fund from a lower-tier regulated investment company or REIT that the Fund is required to treat as USRPIs gain in its hands, and (ii) gains realized on the disposition of USRPIs by the Fund would retain their character as gains realized from USRPIs in the hands of the Funds Non-U.S. Shareholders and would be subject to U.S. tax withholding.
In addition, such distributions could result in the Non-U.S. Shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a Non-U.S. Shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the Non-U.S. Shareholders current and past ownership of the Fund. Non-U.S. Shareholders of the Fund are also subject to wash-sale rules to prevent the avoidance of the tax-filing and tax-payment obligations discussed above through the sale and repurchase of Fund shares.
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In addition, if an interest in the Fund were a USRPI, the Fund typically would be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% Non-U.S. Shareholder, and that shareholder typically would be required to file a U.S. income tax return for the year of the disposition of the Fund shares and pay any additional tax due on the gain.
Under U.S. federal tax law, a beneficial holder of shares who is a Non-U.S. Shareholder is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of the Fund unless (i) such gain is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (iii) the shares are USRPIs.
In order to qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a Non-U.S. Shareholder must comply with special certification and filing requirements relating to its non-US status (including, in general, furnishing an IRS Form W-8BEN, W-8BEN-E or substitute form). Non-U.S. Shareholders should consult their tax advisers in this regard.
Special rules (including withholding and reporting requirements) apply to non-U.S. partnerships and those holding Fund shares through non-U.S. partnerships. Additional considerations may apply to non-U.S. trusts and estates. Investors holding Fund shares through non-U.S. entities should consult their tax advisers about their particular situation.
A Non-U.S. Shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above. Non-U.S. investors in the Fund should consult their tax advisers with respect to the potential application of these rules.
Shareholder Reporting Obligations With Respect to Foreign Bank and Financial Accounts Shareholders that are U.S. persons and own, directly or indirectly, more than 50% of the Fund by vote or value could be required to report annually their financial interest in the Funds foreign financial accounts, if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). Shareholders should consult a tax adviser regarding the applicability to them of this reporting requirement.
Other Reporting and Withholding Requirements Sections 1471-1474 of the Code and the U.S. Treasury and IRS guidance issued thereunder (collectively, FATCA) generally require the Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an IGA) between the United States and a foreign government. If a shareholder fails to provide the requested information or otherwise fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on ordinary dividends it pays. The IRS and the Department of Treasury have issued proposed regulations providing that these withholding rules will not apply to the gross proceeds of share redemptions or Capital Gain Dividends the Fund pays. If a payment by the Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to Non-U.S. Shareholders described above (e.g., short-term capital gain dividends and interest-related dividends).
Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investors own situation, including investments through an intermediary.
Backup Withholding The Fund is also required in certain circumstances to apply backup withholding on taxable dividends, including Capital Gain Dividends, redemption proceeds and certain other payments that are paid to any non-corporate shareholder (including a Non-U.S. Shareholder) who does not furnish to the Fund certain information and certifications or who is otherwise subject to backup withholding. Shareholders who are neither citizens nor residents of the United States may qualify for exemption from backup withholding and should consult their tax advisers in this regard. The backup withholding rules may also apply to distributions that are properly reported as exempt-interest dividends.
Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.
Foreign Income Taxation of a Foreign Investor Distributions received from the Fund by a foreign investor may also be subject to tax under the laws of the investors own jurisdiction.
State and Local Income Taxes: U.S. Government Securities Dividends paid by the Fund that are derived from interest on obligations of the U.S. Government and certain of its agencies and instrumentalities (but generally not distributions of capital gains realized upon the disposition of such obligations) may be exempt from state and local income taxes. The Fund generally intends to advise shareholders of the extent, if any, to which its dividends consist of such interest. Shareholders are urged to consult their tax advisers regarding the possible exclusion of such portion of their dividends for state and local income tax purposes.
Tax Shelter Reporting Under Treasury Regulations, if a shareholder recognizes a loss with respect to the Funds shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Shareholders should consult their tax advisers to determine the applicability of these Regulations in light of their individual circumstances.
Certain Investments Any investment in zero coupon bonds, deferred interest bonds, payment-in-kind bonds, certain inflation-adjusted debt instruments, certain stripped securities, and certain obligations purchased at a market discount (including certain high yield debt obligations) will cause a Fund to recognize income prior to the receipt of cash payments with respect to those investments. To distribute this income and avoid a tax on the Fund, the Fund may be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the Fund. In the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution than they would in the absence of such transactions. Such investments may also affect the character of income recognized by the Fund.
Investments in debt obligations that are at risk of, or in, default, present special tax issues for a Fund. Tax rules are not entirely clear about issues such as whether and, if so, to what extent the Fund should recognize market discount on a debt obligation, when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent the Fund may take deductions for bad debts or worthless securities and how the Fund should allocate payments received on obligations between principal and income. These and other related issues will be addressed by each Fund when, as, and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company and does not become subject to U.S. federal income or excise tax.
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Very generally, where the Fund purchases a bond at a price that exceeds the redemption price at maturity that is, at a premium the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if the Fund makes an election applicable to all such bonds it purchases, which election is irrevocable without consent of the IRS, the Fund reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds acquired on or after January 4, 2013, the Fund is permitted to deduct any remaining premium allocable to a prior period. In the case of a tax-exempt bond, tax rules require the Fund to reduce its tax basis by the amount of amortized premium.
Any investment by the Fund in equity securities of REITs qualifying as such under Subchapter M of the Code may result in the Funds receipt of cash in excess of the REITs earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes. Dividends received by a Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income.
Under a notice issued by the IRS in October 2006 and Treasury Regulations that have yet to be issued but may apply retroactively, a portion of a Funds income (including income allocated to the Fund from a REIT or other pass-through entity) that is attributable to a residual interest in a real estate mortgage investment conduit (REMIC) or an equity interest in a taxable mortgage pool (TMP) (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. This notice also provides, and the Regulations are expected to provide, that excess inclusion income of a regulated investment company will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related residual interest directly. As a result, a Fund investing in such interests may not be a suitable investment for charitable remainder trusts (CRTs) (see below).
In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a Non-U.S. Shareholder, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to income tax on such inclusions notwithstanding any exemption therefrom otherwise available under the Code.
Income of a regulated investment company that would be UBTI if earned directly by a tax-exempt entity generally will not constitute UBTI when distributed to a tax-exempt shareholder of the regulated investment company. Notwithstanding this blocking effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Section 514(b) of the Code.
A tax-exempt shareholder may also recognize UBTI if the Fund recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs as described above, if the amount of such income recognized by the Fund exceeds the Funds investment company taxable income (after taking into account deductions for dividends paid by the Fund).
In addition, special tax consequences apply to charitable remainder trusts (CRTs) that invest in regulated investment companies that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a charitable remainder trust, as defined in section 664 of the Code, that realizes UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI solely as a result of investing in a fund that recognizes excess inclusion income. Rather, as described above, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a fund that recognizes excess inclusion income, then the fund will be subject to a tax on that portion of its excess inclusion income for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. The extent to which the IRS guidance in respect of CRTs remains applicable in light of the December 2006 CRT legislation is unclear. To the extent permitted under the 1940 Act, the Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholders distributions for the year by the amount of the tax that relates to such shareholders interest in the Fund. The Fund has not yet determined whether such an election will be made. CRTs are urged to consult their tax advisers concerning the consequences of investing in the Fund.
The Funds transactions in options, futures contracts, hedging transactions, forward contracts, short sales, swaps, straddles, foreign currencies, and related transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale and short sale rules) that may affect the amount, timing, and character of Fund income and distributions to shareholders. For example, certain positions held by the Fund may be Section 1256 contracts. On the last business day of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code), these positions will be marked to market (i.e., treated as if closed out on that day), and any gain or loss associated with such positions will be treated as 60% long-term and 40% short-term capital gain or loss (except that foreign currency gain or loss arising from Section 1256 contracts may be ordinary in character). Certain positions held by the Fund that substantially diminish its risk of loss with respect to other positions in its portfolio may constitute straddles for federal income tax purposes. The straddle rules may cause deferral of Fund losses, adjustments in the holding periods of Fund securities, and conversion of short-term capital losses into long-term capital losses and long-term capital gains into short-term capital gains. Certain tax elections exist for straddles that may alter the effect with respect to these investments. These rules can cause the Fund to recognize income for tax purposes prior to the receipt of cash payments with respect to the underlying investments; in order to distribute this income and avoid a tax on the Fund, the Fund may be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the Fund and additional taxable distributions to shareholders. In addition, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax. The Fund intends to limit its activities in options, futures contracts, forward contracts, short sales, and swaps and related transactions, as well as any commodity-related investments, to the extent necessary to meet the requirements for qualification and treatment as a regulated investment company under Subchapter M of the Code.
Certain of the Funds hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and its taxable income. If the Funds book income exceeds the sum of its taxable
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income and net tax-exempt income (if any), the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Funds remaining earnings and profits (including earnings and profits arising from any tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipients basis in its shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset. If the Funds book income is less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding book income to qualify as a regulated investment company that is accorded special tax treatment.
Special tax considerations apply with respect to any foreign investments by the Fund. Foreign exchange gains and losses realized by the Fund may be treated as ordinary income and loss. The Code grants the Secretary of Treasury the right to issue tax regulations that would exclude income and gains from direct investments in foreign currencies from treatment as qualifying income for purposes of the qualifying income test for regulated investment companies described earlier, in cases where the foreign currency gains are not directly related to the companys principal business of investing in stocks or securities (or options or futures with respect to stocks or securities). If the Secretary of the Treasury were to issue such regulations, a Fund may need to change its investment practices in order to qualify as a regulated investment company. In addition, there is a remote possibility that such regulations may be applied retroactively. Equity investments by the Fund in certain passive foreign investment companies (PFICs) could potentially subject the Fund to a U.S. federal income tax (including interest charges) on distributions received from such PFIC or on proceeds received from the disposition of shares in such PFIC. This tax cannot be eliminated by making distributions to Fund shareholders. However, a Fund may elect to avoid the imposition of that tax. For example, the Fund may elect to treat a PFIC as a qualified electing fund (i.e., make a QEF election), in which case the Fund will be required to include its share of the PFICs income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. A Fund also may make an election to mark the gains (and to a limited extent losses) in such holdings to the market as though it had sold (and, solely for purposes of this mark-to-market election, repurchased) its holdings in those PFICs on the last day of the Funds taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by a Fund to avoid taxation. Making either of these elections therefore may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Funds total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income. Because it is not always possible to identify a foreign corporation as a PFIC, the Fund may incur the tax and interest charges described above in some instances.
Investment income received by the Fund and gains and proceeds with respect to foreign securities may be subject to foreign withholding or other taxes. The United States has entered into tax treaties with many foreign countries that may entitle the Fund to a reduced rate of tax or an exemption from tax on such income or gains; the Fund intends to qualify for treaty-reduced rates where available. It is not possible, however, to determine the Funds effective rate of foreign tax in advance, since the amount of the Funds assets to be invested within various countries is not known.
If more than 50% of the total assets of a Fund consists of direct investments in foreign securities at the close of its taxable year, the Fund may elect to pass through to its shareholders foreign income taxes paid by it. In addition, a qualified fund of funds (a regulated investment company at least 50% of the total assets of which are represented by interests in other regulated investment companies (for purposes of this section, Underlying Funds) at the close of each quarter of its taxable year) will be permitted to make the same election in respect of foreign taxes paid by such Fund and by Underlying Funds that themselves make such an election. If the Fund so elects, shareholders will be required to treat their pro rata portions of qualified taxes paid by the Fund, and, in the case of a qualified fund of funds, paid by the Underlying Funds, to foreign countries in respect of foreign securities that the Fund has held for at least the minimum period specified in the Code, as part of the amounts distributed to them by the Fund, and thus to include those portions in their gross income for federal income tax purposes in the year the foreign income tax was paid. Provided certain conditions are met and subject to limitation, a shareholder who includes such foreign income taxes paid by the Fund in its gross income may be able to claim a credit or deduction. No deduction will be permitted for individuals in computing their alternative minimum tax liability. Shareholders that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund. If the Fund is not eligible, or does not elect, to pass through to its shareholders foreign income taxes it has paid, shareholders will not be able to claim any deduction or credit for any part of the foreign taxes paid by the Fund. In addition, investments in certain foreign securities (including fixed income securities and derivatives) denominated in foreign currencies may increase or accelerate the Funds recognition of ordinary income and may affect the timing, amount, or character of the Funds distributions.
If the Fund qualifies as a qualified fund of funds (defined above), it will be permitted to distribute exempt-interest dividends under the Code and thereby pass through to its shareholders the tax-exempt character of any exempt-interest dividends it receives from Underlying Funds in which it invests, or interest on any tax-exempt obligations in which it directly invests, if any. Such distributions may be treated as an item of tax preference for individual shareholders under the federal alternative minimum tax and may be subject to state and local taxes. Shareholders are required to report exempt-interest dividends received from the Fund on their federal income tax returns.
Investments in Underlying Funds If the Fund invests all of its assets in shares of Underlying Funds, its distributable income and gains will normally consist entirely of distributions from the Underlying Funds income and gains and gains and losses on the dispositions of shares of Underlying Funds. To the extent that an Underlying Fund realizes net losses on its investments for a given taxable year, the Fund will not be able to benefit from those losses until and only to the extent that (i) the Underlying Fund realizes capital gains that it can reduce by those losses, or (ii) the Fund recognizes its share of those losses (so as to offset distributions or capital gains from other Underlying Funds) when it disposes of shares of the Underlying Fund in a transaction qualifying for sale or exchange treatment. Moreover, even when the Fund does make such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for federal income tax purposes as a short-term capital loss or an ordinary deduction. In particular, the Fund will not be able to offset any capital losses from its dispositions of Underlying Fund shares against its ordinary income, which includes distributions of any net short-term capital gains realized by an Underlying Fund.
In addition, in certain circumstances, the wash-sale rules under section 1091 of the Code may apply to the Funds sales of Underlying Fund shares that have generated losses. A wash sale occurs if shares of an Underlying Fund are sold by the Fund at a loss and the Fund acquires additional shares of that same Underlying Fund 30 days before or after the date of the sale. The wash-sale rules could defer losses of the
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Fund on sales of Underlying Fund shares (to the extent such sales are wash sales) for extended (and, in certain cases, potentially indefinite) periods of time.
If the Fund were to own 20% or more of the voting interests of an Underlying Fund, subject to a safe harbor in respect of certain fund of funds arrangements, the Fund would be required to look through the Underlying Fund to its holdings and combine the appropriate percentage (as determined pursuant to the applicable Treasury Regulations) of the Underlying Funds assets with the Funds assets for purposes of satisfying the 25% diversification test described above.
As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment income and net capital gains that the Fund will be required to distribute to shareholders will be greater than such amounts would have been had the Fund invested directly in the securities held by the Underlying Funds, rather than investing in shares of the Underlying Funds. For similar reasons, the amount or timing of distributions from the Fund qualifying for treatment as a particular character (e.g., capital gains as compared to ordinary income, eligibility for the dividends-received deduction, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the Underlying Funds.
If the Fund receives dividends from an Underlying Fund, and the Underlying Fund reports such dividends as qualified dividend income, then the Fund is permitted in turn to report a portion of its distributions as qualified dividend income as well, provided the Fund meets holding period and other requirements with respect to shares of the Underlying Fund.
If the Fund receives dividends from an Underlying Fund, and the Underlying Fund reports such dividends as eligible for the dividends-received deduction, then the fund is permitted, in turn, to report a portion of its distributions as eligible for the dividends-received deduction, provided the Fund meets the holding period and other requirements with respect to shares of the Underlying Fund.
The fact that the Fund achieves its investment objectives by investing in Underlying Funds will generally not adversely affect the Funds ability to pass on to Non-U.S. Shareholders any (see discussion under U.S. Taxation of Non-U.S. Persons above) of the interest-related dividends and short-term capital gain dividends that it receives from its investments in the Underlying Funds, except possibly to the extent that (1) interest-related dividends received by the Fund are offset by deductions allocable to the Funds qualified interest income or (2) short-term capital gain dividends received by the Fund are offset by the Funds net short- or long-term capital losses, in which case the amount of a distribution from the Fund to a Non-U.S. Shareholder that is properly reported as either an interest-related dividend or a short-term capital gain dividend, respectively, may be less than the amount that such shareholder would have received had they invested directly in the Underlying Funds.
If an Underlying Fund in which the Fund invests elects to pass through tax credit bond credits to its shareholders, then the Fund is permitted in turn to elect to pass through its proportionate share of those tax credits to its shareholders, provided that the Fund meets the shareholder notice and other requirements.
A qualified fund of funds (defined above) is permitted to distribute exempt-interest dividends and thereby pass through to its shareholders the tax-exempt character of interest on tax-exempt obligations and exempt-interest dividends it receives from Underlying Funds. Further, as noted above, a qualified fund of funds is permitted to elect to pass through to its shareholders foreign income and other similar taxes paid by the fund of funds or by an Underlying Fund that itself elected to pass such taxes through to shareholders, so that shareholders of the qualifying fund of funds will be eligible to claim a tax credit or deduction for such taxes. However, even if a qualified fund of funds qualifies to make such election for any year, it may determine not to do so. For further considerations pertaining to foreign taxes paid by the Fund, see Certain Investments above.
Special Rules for Municipal Fund Distributions
The following special rules apply to shareholders of Funds whose objective is to invest primarily in obligations that pay interest that is exempt from federal income tax (Municipal Funds).
Tax-Exempt Distributions The portion of a Municipal Funds distributions of net investment income that is attributable to interest from tax-exempt securities will be reported by the Fund as an exempt-interest dividend under the Code and will generally be exempt from federal income tax in the hands of shareholders so long as at least 50% of the total value of the Funds assets at the close of each quarter of the Funds taxable year consists of securities generating interest that is exempt from federal tax under section 103(a) of the Code. Distributions of tax-exempt interest earned from certain securities may, however, be treated as an item of tax preference for individual shareholders under the federal alternative minimum tax, and may be subject to state and local taxes. Except when the Fund provides actual monthly percentage breakdowns, the percentage of income reported as tax-exempt will be applied uniformly to all distributions by the Fund of net investment income made during each fiscal year of the Fund and may differ from the actual percentage of distributions consisting of tax-exempt interest in any particular month. Shareholders are required to report exempt-interest dividends received from the Fund on their federal income tax returns.
Taxable Distributions A Municipal Fund may also earn some income that is taxable as ordinary income (including interest from any obligations that lose their federal tax exemption, proceeds from the disposition of certain market discount bonds, interest from advance refunding bonds issued after December 31, 2017, and income received in lieu of tax-exempt interest with respect to securities on loan) and may recognize taxable capital gains and losses as a result of the disposition of securities and from certain options and futures transactions. Shareholders normally will have to pay federal income tax on the non-exempt interest dividends and capital gain distributions they receive from the Fund, whether paid in cash or reinvested in additional shares. However, the Municipal Funds do not expect that the non-tax-exempt portion of their net investment income, if any, will be substantial. Because the Municipal Funds expect to earn primarily tax-exempt interest income, it is expected that dividends from such Funds will not qualify for the dividends-received deduction for corporations and will not be treated as qualified dividend income taxable to non-corporate shareholders at reduced rates.
Consequences of Distributions by a Municipal Fund: Effect of Accrued Tax-Exempt Income Shareholders redeeming shares after tax-exempt income has been accrued but not yet declared as a dividend should be aware that a portion of the proceeds realized upon redemption of the shares will reflect the existence of such accrued tax-exempt income and that this portion may be subject to tax even though it would have been tax-exempt had it been declared as a dividend prior to the redemption. For this reason, if a shareholder wishes to redeem shares of a Municipal Fund that does not declare dividends on a daily basis, the shareholder may wish to consider whether he or she could obtain a better tax result by redeeming immediately after the Fund declares dividends representing substantially all the (tax-exempt income) accrued for that period.
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Certain Additional Information for Municipal Fund Shareholders Interest on indebtedness incurred by shareholders to purchase or carry Municipal Fund shares will not be deductible for federal income tax purposes. Exempt-interest dividends are generally taken into account in calculating the amount of social security and railroad retirement benefits that may be subject to federal income tax. You should consult your tax adviser to determine what effect, if any, an investment in a Fund may have on the federal taxation of your benefits. Entities or persons who are substantial users (or persons related to substantial users) of facilities financed by private activity bonds should consult their tax advisers before purchasing Fund shares.
Consequences of Redeeming Shares Any loss realized on a redemption of Municipal Fund shares held for six months or less will generally be disallowed to the extent of any exempt-interest dividends received with respect to those shares. This loss disallowance rule does not apply to a shareholders disposition of Fund shares held for six months or less with respect to a regular exempt-interest dividend paid by the Fund if the Fund declares substantially all of its net tax-exempt income as exempt-interest dividends on a daily basis and pays such dividends on at least a monthly basis. To the extent not disallowed, any such loss will be treated as a long-term capital loss to the extent of any distributions of long-term capital gain received (or deemed received) with respect to those shares.
State and Local Income Taxes: Municipal Obligations The exemption of exempt-interest dividends for federal income tax purposes does not necessarily result in exemption under the income tax laws of any state or local taxing authority. Some states do exempt from tax that portion of an exempt-interest dividend that represents interest received by a regulated investment company on its holdings of securities issued by that state and its political subdivisions and instrumentalities. Therefore, the Fund will report annually to its shareholders the percentage of interest income earned by it during the preceding year on Municipal Bonds and will indicate, on a state-by-state basis only, the source of such income.
Special Considerations for 529 Share Classes
The following special consideration applies specifically to the ownership of a Funds 529 Share Classes through a tuition program that qualifies under Section 529 of the Code.
The 529 Share Classes are an investment option under one or more tuition programs designed to qualify under Section 529 of the Code so that earnings on investments are not subject to federal income tax (to either a contributor to the tuition program or a designated beneficiary) until the earnings are withdrawn. Withdrawals of earnings that are used to pay qualified higher education expenses or elementary or secondary public, private or religious school expenses are tax-free for federal income tax purposes, provided that, in the case of withdrawals used to pay elementary or secondary public, private or religious school expenses, such withdrawals do not exceed $10,000 per year. State and local taxes may still apply. These tax benefits are not available to 529 shares that are not owned through a qualifying Section 529 tuition program.
Withdrawals of earnings that are not used for the designated beneficiarys qualified higher education expenses generally are subject not only to federal income tax but also to a 10% penalty tax unless such amounts are transferred within 60 days to another tuition program for the same designated beneficiary (only one such transfer may be made in any 12 month period) or another designated beneficiary who is a member of the family of the designated beneficiary with respect to which the distribution was made and certain other conditions are satisfied. The 10% penalty tax will not apply to withdrawals made under certain circumstances, including certain withdrawals made after the designated beneficiary dies, becomes disabled, or receives a scholarship or other tax-free payment for educational expenses that does not exceed the amount of the distribution. Withdrawals attributable to contributions to the tuition program (including the portion of any rollover from another tuition program that is attributable to contributions to that program) are not subject to tax.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Specific decisions to purchase or sell securities and other instruments for the Fund are made by persons affiliated with MFS. Any such person may serve other clients of MFS or any subsidiary of MFS in a similar capacity.
MFS places all Fund orders for the purchase or sale of securities and other instruments with the primary objective of seeking to obtain the best execution from responsible executing broker/dealers at competitive rates. MFS seeks to deal with broker/dealers that can provide high quality execution services. The specific criteria used in selecting a broker/dealer will vary depending upon the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select among multiple broker/dealers. MFS defines best execution as a process that seeks to execute portfolio transactions that MFS believes will provide the most favorable qualitative execution, including execution price and commission, spread, or other transaction costs, reasonably available under the circumstances. This process involves the evaluation of the trading process and execution results over extended periods. In seeking best execution, MFS takes into account several factors that it considers to be relevant, which include without limitation and in no particular order, the following: price; the size of the transaction; the nature of the market or the security; the amount of the commission or spread; the timing and impact of the transaction, considering market prices and trends; the reputation, experience, and stability of the broker/dealer involved; the willingness of the broker/dealer to commit capital; the need for anonymity in the market; and the quality of services rendered by the broker/dealer in other transactions, which (except for those accounts managed, in whole or in part, in the European Union or the United Kingdom) may include the quality of the research and brokerage services provided by the broker/dealer.
MFS places trades in various manners including through different broker/dealers, agency brokers, principal market-making dealers, smaller brokers and dealers, which may specialize in particular regions or asset classes, futures commission merchants, and OTC derivatives dealers (each, a broker/dealer for purposes of the discussion in this section). MFS also utilizes electronic trading methods, including electronic communications networks (ECNs) (including, without limitation, multilateral trading facilities (MTFs) and alternative trading systems (ATSs)). These trading platforms often, in the case of equity transactions, execute transactions at a commission rate lower than that charged by a full-service broker/dealer. MFS may place Fund orders with Luminex Trading & Analytics LLC, an alternative trading system in which MFS owns approximately 4.9%. While there may be an economic incentive for MFS to route orders to Luminex to enhance its profitability, Luminexs objective is to run as close to break-even as possible while remaining financially sound and self-sustaining. Since Luminex does not currently seek to earn a profit on transactions, MFS should not increase Luminexs profitability by routing more trades to it.
In certain circumstances, such as a buy-in for failure to deliver, MFS is not able to select the broker/dealer who will transact to cover the failure. For example, if a Fund sells a security short and is unable to deliver the securities sold short, the broker/dealer through whom the
15
Fund sold short must deliver securities purchased for cash, (i.e., effect a buy-in, unless it knows that the Fund either is in the process of forwarding the securities to the broker/dealer or will do so as soon as possible without undue inconvenience or expense). Similarly, there can also be a failure to deliver in a long transaction and a resulting buy-in by the broker/dealer through whom the securities were sold. If the broker/dealer effects a buy-in, MFS will be unable to control the trading techniques, methods, venues, or any other aspect of the trade used by the broker/dealer.
Brokers/dealers generally will either receive (i) a commission, which is generally negotiable and can vary depending on the type of broker/dealer and market, or (ii) for trades executed on a net basis in lieu of a commission, a spread representing the difference (or a portion of the difference) between the buying price and the selling price. Most domestic transactions in equity securities are executed on listed markets (e.g., the New York Stock Exchange (the NYSE)) on a commission or commission equivalent basis. Transactions in foreign equity securities are normally executed on foreign exchanges. Foreign equity securities are typically subject to a fixed commission rate which is negotiated on a country-by-country basis. Fixed income transactions are generally traded in the over the counter market and do not include a stated commission. As described above, the broker/dealer in a fixed income transaction typically retains the spread or a portion of the spread. In the case of securities purchased from underwriters, the cost of such securities generally includes a fixed underwriting commission or concession. Transaction costs related to trading may include market impact costs and opportunity costs in addition to dealer spreads and commission costs.
Commission rates for equity securities and some derivatives will vary depending upon the trading methods, venues, and broker/dealers selected, as well as the market(s) in which the securities are traded and their relative liquidity. As noted above, MFS can utilize a variety of broker/dealers and trading venues and strategies in order to seek the best execution for client transactions. MFS periodically and systematically reviews the performance of the broker/dealers that execute Fund transactions, including the commission rates paid to broker/dealers. The quality of a broker/dealers services is measured by analyzing various factors that could affect the execution of trades. These factors include the ability to execute trades with a minimum of market impact, the speed and efficiency of executions, electronic trading capabilities, adequacy of capital, commitment of capital when necessary or desirable, market color provided to MFS, and accommodation of MFS special needs. MFS may employ outside vendors to provide reports on the quality of broker/dealer executions. With respect to transactions in derivatives, MFS trades only with broker/dealers with whom it has legally-required or client-requested documentation in place.
For accounts managed in whole or in part in the European Union or the United Kingdom, MFS will pay for external equity and fixed income research out of its own resources. In allocating brokerage for accounts not managed in whole or in part in the European Union or the United Kingdom, MFS can take into consideration the receipt of brokerage and research services, consistent with its obligation to seek best execution for Fund transactions, in determining how and with which broker/dealer to trade. As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (Section 28(e)), MFS may cause the Fund to pay a broker/dealer that provides Brokerage and Research Services (as defined by Section 28(e)) to MFS an amount of commission for effecting a securities transaction for the Fund in excess of the amount other broker/dealers would have charged for the transaction if MFS determines in good faith that the greater commission is reasonable in relation to the value of the Brokerage and Research Services provided by the executing broker/dealer viewed in terms of either a particular transaction or MFS overall responsibilities to the Fund and its other clients. MFS has voluntarily undertaken to reimburse clients from its own resources for Research Commissions, as defined below. Commissions, as currently interpreted by the SEC, include fees paid to broker/dealers for trades conducted on an agency basis, and certain mark-ups, markdowns, commission equivalents, and other fees received by broker/dealers in riskless principal transactions, as well as any separately identifiable charge for Brokerage and Research Services collected together with the transaction charge for execution in connection with the purchase and sale of portfolio securities. Research Commissions represent the portion of Commissions that is paid on client transactions in excess of the portion that compensates the broker/dealer for executing, clearing, and/or settling the transaction. Commissions do not include mark-ups, mark-downs, commission equivalents, and other fees received by dealers in principal transactions. MFS often receives research services from executing dealers in fixed income transactions. However, MFS believes that executing dealers in fixed income transactions do not charge lower mark-ups, mark-downs, commission equivalents, or other fees if clients forego research services. Consequently, MFS does not believe it pays a higher mark-up, mark-down, commission equivalent, or other fees to dealers on fixed income transactions than it would if it did not receive any research services from dealers. However, except to the extent that research received on fixed income transactions for accounts managed in the European Union or the United Kingdom is offered generally either to any investment firm, is made public or otherwise is believed by MFS not to constitute an illegal inducement under European Union law, MFS will pay for such research out of its own resources.
Brokerage and Research Services includes advice as to the value of securities; the advisability of investing in, purchasing, or selling securities; and the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of portfolios; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement) or required in connection therewith by applicable rules. Such services can include: access to corporate management; industry conferences; research field trips to visit corporate management and/or to tour manufacturing, production, or distribution facilities; statistical, research, and other factual information or services such as: investment research reports; access to analysts; execution systems and trading analytics; reports or databases containing corporate, fundamental, and technical analyses; portfolio modeling strategies; and economic research services, such as publications, chart services, and advice from economists concerning macroeconomics information, and analytical investment information about particular corporations (collectively, Research).
The MFS global investment platform is built on the principle of close collaboration among members of its investment team, where research and investment ideas are shared. MFS investment professionals utilize Research to help develop their own investment ideas as well as to help understand market consensus, sentiment, or perception, and identify relative inefficiencies more quickly and effectively. Research is one of many tools MFS uses to either corroborate or challenge investment professionals individual investment theses in clients portfolios. Specifically, Research can be useful in helping investment professionals understand current market consensus and sentiment.
Through the use of Research acquired with Research Commissions, MFS initially avoids the additional expenses that it would incur if it developed comparable information through its own staff or if it purchased such Research with its own resources. As a result, the Fund pays more for its portfolio transactions in the first instance than if MFS caused the Fund to pay execution only rates; however, because MFS has voluntarily undertaken to reimburse clients from its own resources for Research Commissions, MFS ultimately assumes the additional
16
expenses that it would incur if it purchased such Research with its own resources. To the extent that MFS were to determine to discontinue its voluntary undertaking, it may have an incentive to select or recommend a broker/dealer based on its interest in receiving Research rather than the Funds interest in receiving lower commission rates. The Research received may be useful and of value to MFS or its affiliates in serving both the Fund and other clients of MFS or its affiliates. Accordingly, not all of the Research provided by broker/dealers through which the Fund effects securities transactions may be used by MFS in connection with the Fund.
Brokerage commissions paid by the Fund for certain specified periods and information concerning purchases by the Fund of securities issued by its regular broker/dealers for its most recent fiscal year are set forth in APPENDIX L. MFS Total Return Bond Funds portfolio turnover rate was 60% for the fiscal year ended April 30, 2019 and 144% for the fiscal year ended April 30, 2020. The increase in the Funds portfolio turnover rate was due to increased trading activity over the period in response to an elevated level of market volatility and relative value opportunities that created opportunities to add value for shareholders by actively managing credit exposure.
DISCLOSURE OF PORTFOLIO HOLDINGS AND OTHER FUND INFORMATION
The Fund may from time to time make available to the public information about the Fund on mfs.com, Facebook, Twitter, YouTube, LinkedIn, and/or other social media.
The Fund has established a policy governing the disclosure of its portfolio holdings that is reasonably designed to protect the confidentiality of the Funds non-public portfolio holdings and prevent inappropriate selective disclosure of such holdings. The Funds Board has approved this policy and will be asked to approve any material amendments to this policy. Exceptions to this policy may be authorized by MFS general counsel or a senior member of the MFS legal department acting under the supervision of MFS general counsel (an Authorized Person).
Neither MFS nor the Fund will receive any compensation or other consideration in connection with its disclosure of Fund portfolio holdings.
Public Disclosure of Portfolio Holdings
In addition to the public disclosure of Fund portfolio holdings through required SEC quarterly filings, the Fund may make its portfolio holdings publicly available on mfs.com in such scope and form and with such frequency as MFS reasonably determines and as described in the Funds Prospectus.
Holdings also include short positions, if any. For certain MFS Funds that invest in other MFS Funds (other than money market funds), the top 10 holdings and full holdings are aggregated holdings, including fund holdings and the holdings of non-money market funds in which the fund invests. Portfolio holdings are determined based on the equivalent exposure of holdings. The equivalent exposure of a holding is a calculated amount that approximates the market value of an underlying asset that is expected to have the same impact on performance as the holding. The equivalent exposure of a derivative may be different than the market value of the derivative. For most other holdings, the equivalent exposure is the same as the market value of the holding. If approved by an Authorized Person, the Fund may from time to time make available on mfs.com and/or in a press release, information about the holdings of the Fund in a particular investment or investments as of a current date, including the equivalent exposure of such holding or holdings.
Note that the Fund or MFS may suspend the posting of this information or modify the elements of this Web posting policy without notice to shareholders. Once posted, the above information will generally remain available on mfs.com until at least the date on which the Fund files a Form N-CSR or Form N-PORT for the period that includes the date as of which mfs.com information is current.
Certain registered investment companies that are advised by MFS and registered investment companies that are sub-advised by MFS or its affiliates are subject to different portfolio holdings disclosure policies that may permit public disclosure of portfolio holdings information in different forms and at different times, including disclosure of certain portfolio holdings each business day. In addition, separate account and unregistered product clients of MFS or its affiliates have same day access to their portfolio holdings, and prospective clients and their advisers have access to representative portfolio holdings and may grant same day access to these portfolio holdings to their clients, their investors, and/or to one or more affiliated and unaffiliated service providers. In addition, information about non-public portfolio holdings information attributable to other accounts managed or advised by MFS or its affiliates may be made available to one or more affiliated or unaffiliated service providers to those accounts. Some of these registered investment companies, sub-advised funds, separate accounts, unregistered products, and other accounts, all advised or sub-advised by MFS or its affiliates, have substantially similar, or in some cases nearly identical, portfolio holdings to certain MFS Funds (Similarly Managed Investment Products). A Similarly Managed Investment Product is not subject to the portfolio holdings disclosure policies of the Fund to which it is similar and may disclose its similar or nearly identical portfolio holdings information in different forms and at different times than such Fund.
The Funds portfolio holdings are considered to be publicly disclosed: (a) upon the disclosure of the portfolio holdings in a publicly available, routine filing with the SEC that is required to include the information; (b) the day after the Fund makes such information available on mfs.com (assuming that it discloses in its Prospectus that such information is available on mfs.com; or (c) at such additional times and on such additional basis as determined by the SEC or its staff.
Disclosure of Non-Public Portfolio Holdings
The Fund may, in certain cases, disclose to third parties its portfolio holdings which have not been made publicly available. Disclosure of non-public portfolio holdings to third parties may only be made if an Authorized Person determines that such disclosure is not impermissible under applicable law or regulation. In addition, the third party receiving the non-public portfolio holdings may, at the discretion of an Authorized Person, be required to agree in writing to keep the information confidential and/or agree not to trade directly or indirectly based on the information. Such agreements may not be required in circumstances such as where portfolio securities are disclosed to broker/dealers to obtain bids/prices or in interviews with the media. MFS will use reasonable efforts to monitor a recipients use of non-public portfolio holdings provided under these agreements by means that may include contractual provisions, periodic due diligence, notices reminding a recipient of their obligations or other commercially reasonable means. The restrictions and obligations described in this paragraph do not apply to non-public portfolio holdings provided to MFS or its affiliates, or to the disclosure of portfolio holdings as may be required by applicable law, rules, or regulations.
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With respect to non-public portfolio holdings provided to employees and contractors of MFS or its subsidiaries, employees and contractors of MFS and its subsidiaries are subject to corporate policies which prohibit use of portfolio holdings information for personal benefit or to benefit others.
In addition, to the extent that an Authorized Person determines that there is a potential conflict with respect to the disclosure of information that is not publicly available between the interests of the Funds shareholders, on the one hand, and MFS, MFD or an affiliated person of MFS, MFD, or the Fund, on the other hand, the Authorized Person must inform MFS conflicts officer of such potential conflict, and MFS conflicts officer shall determine whether, in light of the potential conflict, disclosure is reasonable under the circumstances, and shall report such potential conflict of interest determinations to the Funds Chief Compliance Officer and the Board of the Fund. MFS also reports to the Board of the Fund regarding the disclosure of information regarding the Fund that is not publicly available.
Subject to compliance with the standards set forth in the previous two paragraphs, non-public portfolio holdings may be disclosed in the following circumstances:
Employees of MFS or MFD (collectively Fund representatives) disclose non-public portfolio holdings in connection with the day-to-day operations and management of the Fund. Full portfolio holdings are disclosed to the Funds custodian, independent registered accounting firm, financial printers, regulatory authorities, and stock exchanges and other listing organizations. Portfolio holdings are disclosed to the Funds pricing service vendors and broker/dealers when requesting bids for, or price quotations on, securities, and to other persons (including independent contractors) who provide systems or software support in connection with Fund operations, including accounting, compliance support, and pricing. Portfolio holdings may also be disclosed to persons assisting the Fund in the voting of proxies or in connection with litigation relating to Fund portfolio holdings. In connection with managing the Fund, MFS may use analytical systems provided by third parties who may have access to Fund portfolio holdings. Non-public portfolio holdings may be disclosed in connection with other activities, such as to participants in in-kind purchases and redemptions of Fund shares, to service providers facilitating the distribution or analysis of portfolio holdings, and in other circumstances not described above.
In addition, subject to such disclosure not being impermissible under applicable law or regulation, Fund representatives may disclose Fund portfolio holdings and related information, which may be based on non-public portfolio holdings, under the following circumstances (among others):
Fund representatives may provide oral or written information (portfolio commentary) about the Fund, including how the Funds investments are divided among various sectors, industries, countries, value and growth stocks, small, mid, and large-cap stocks, among stocks, bonds, currencies and cash, types of bonds, bond maturities, bond coupons, and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. Fund representatives may also express their views orally or in writing on one or more of the Funds portfolio holdings or may state that the Fund has recently purchased or sold one or more holdings.
Fund representatives may also provide oral or written information (statistical information) about various financial characteristics of the Fund or its underlying portfolio securities including alpha, beta, coefficient of determination, duration, maturity, information ratio, Sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average credit quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics.
The portfolio commentary and statistical information may be provided to members of the press, shareholders in the Fund, persons considering investing in the Fund, or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and the content and nature of the information provided to each of these persons may differ.
Ongoing Arrangements To Make Non-Public Portfolio Holdings Available
With authorization from an Authorized Person consistent with Disclosure of Non-Public Portfolio Holdings above, Fund representatives may disclose non-public Fund portfolio holdings to the recipients identified on APPENDIX M or permit the recipients identified in APPENDIX M to have access to non-public Fund portfolio holdings, on an ongoing basis.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of each class of shares of the Fund is determined each day during which the NYSE is open for trading. (As of the date of this SAI, the NYSE is open for trading every weekday except in an emergency and for the following holidays (or the days on which they are observed): New Years Day; Martin Luther King Day; Presidents Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day, and Christmas Day.) This determination is made once each day as of the close of regular trading on the NYSE (generally, 4 p.m., Eastern time) by deducting the amount of the liabilities attributable to the class (or if no classes, to the Fund) from the value of the assets attributable to the class (or if no classes, to the Fund) and dividing the difference by the number of Fund shares outstanding for that class (or if no classes, for that Fund). Net asset value may be calculated earlier in emergency situations or as otherwise permitted by the SEC. In accordance with regulations for regulated investment companies, changes in portfolio holdings and number of shares outstanding are generally reflected in a Funds net asset value the next business day after such change.
Open-end investment companies are generally valued at their net asset value per share. The underlying investments of open-end investment companies managed by MFS are valued as described below.
Equity securities, including restricted equity securities and equity securities sold short, are generally valued at the last sale or official closing price for such security on their primary market or exchange as provided by a third-party pricing service. Equity securities for which there were no sales reported that day are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Equity securities sold short, for which there were no sales reported that day, are generally valued at the last quoted daily ask quotation on their primary market or exchange as provided by a third-party pricing service.
Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid for such instrument as provided by a third-party pricing service. Debt instruments sold short are generally valued at an evaluated or composite mean as provided by a third-party pricing service.
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Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost for such instrument, which approximates market value.
Exchange-traded options generally are valued at the last sale or official closing price for such option on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation for such option on their primary exchange as provided by a third-party pricing service. Options not traded on an exchange are generally valued at a broker/dealer bid quotation for such option. Foreign currency options are generally valued at a valuation for such option provided by a third-party pricing service.
Futures contracts generally are valued at last posted settlement price for such contract on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation for such contract on their primary exchange, as provided by a third-party pricing service.
Forward foreign currency exchange contracts generally are valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods.
Swaps generally are valued at valuations provided by a third-party pricing service.
Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation.
Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.
The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES
The Trusts Declaration of Trust, as amended or amended and restated from time to time, permits the Trusts Board to issue an unlimited number of full and fractional shares of beneficial interest (without par value) of each series, to divide or combine the shares of any series into a greater or lesser number of shares without thereby changing the proportionate beneficial interests in that series, and to divide such shares into classes. The Board has reserved the right to create and issue additional series and classes of shares.
Each shareholder of the Fund or class is entitled to one vote for each dollar of net asset value (number of shares owned times net asset value per share) of such Fund or class, on each matter on which the shareholder is entitled to vote. Each fractional dollar amount is entitled to a proportionate fractional vote. Except when a larger vote is required by applicable law, a majority of the voting power of the shares voted in person or by proxy on a matter will decide that matter and a plurality of the voting power of the shares voted in person or by proxy will elect a Trustee. Shareholders of all series of the Trust generally will vote together on all matters except when a particular matter affects only shareholders of a particular class or series or when applicable law requires shareholders to vote separately by series or class.
Except in limited circumstances, the Board may, without any shareholder vote, amend or otherwise supplement the Trusts Declaration of Trust. MFS Series Trust IX, or any series or class thereof, may merge or consolidate or may sell, lease, or exchange all or substantially all of its assets if authorized (either at a meeting or by written consent) by a Majority Shareholder Vote of the class, series, or trust, as applicable. MFS Series Trust XII, or any series or class of MFS Series Trust XII, may merge or consolidate or may sell, lease, or exchange all or substantially all of its assets with or without any shareholder vote to the extent permitted by law. The Trust, or any series or class, may reincorporate or reorganize without any shareholder vote. The Trust, any series of the Trust, or any class of any series, may be terminated at any time: 1) by a Majority Shareholder Vote; or 2) by the Board by written notice to the shareholders of the Trust, any series of the Trust, or any class of any series.
In the event of a liquidation of a Fund, shareholders of each class of the Fund are entitled to share pro rata in the net assets of the Fund available for distribution to such shareholders. Shares of a Fund have no preemptive rights and have dividend and conversion rights (if any) as described in the Prospectus for the Fund.
The Board may cause a shareholders shares to be redeemed for any reason under terms set by the Board, including, 1) to protect the tax status of a Fund, 2) the failure of a shareholder to provide a tax identification number if required to do so, 3) the failure of a shareholder to pay when due for the purchase of shares issued to the shareholder, 4) in order to eliminate accounts whose values are less than a minimum amount established by the Board, 5) the failure of a shareholder to meet or maintain the qualifications for ownership of a particular class of shares, and 6) to eliminate ownership of shares by a particular shareholder when the Board determine that the particular shareholders ownership is not in the best interests of the other shareholders of the applicable Fund (for example, in the case of an alleged market timer).
Under the Trusts Declaration of Trust, the Fund may convert to a master/feeder structure or a fund-of-funds structure without shareholder approval. In a master/feeder structure, a Fund invests all of its assets in another investment company with similar investment objectives and policies. In a fund-of-funds structure, a Fund invests all or a portion of its assets in multiple investment companies.
The Trust is an entity commonly known as a Massachusetts business trust. Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the Trusts Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides for indemnification and reimbursement of expenses out of Trust property for any shareholder held personally liable for the obligations of the Trust. The Trust also maintains insurance for the protection of the Trust and its shareholders and the Board, officers, employees, and agents of the Trust covering possible tort and other liabilities. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust itself was unable to meet its obligations.
The Trusts Declaration of Trust further provides that obligations of the Trust are not binding upon the Board individually but only upon the property of the Trust, and that the Board will not be liable for any action or failure to act, but nothing in the Trusts Declaration of Trust or other agreement with a Trustee protects a Trustee against any liability to which he or she would otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
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The Trusts Declaration of Trust provides that shareholders may not bring suit on behalf of the Fund without first requesting that the Board bring such suit unless there would be irreparable injury to the Fund or if a majority of the Board (or a majority of the Board on any committee established to consider the merits of such action) have a personal financial interest in the action. Trustees are not considered to have a personal financial interest by virtue of being compensated for their services as Trustees or as trustees of Funds with the same or an affiliated investment adviser or distributor.
The Trusts Declaration of Trust provides that by becoming a shareholder of the Fund, each shareholder shall be expressly held to have assented to and agreed to be bound by the provisions of the Trusts Declaration of Trust.
Under the Trusts By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM(S) AND FINANCIAL STATEMENTS
Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, serves as the independent registered public accounting firm for MFS Lifetime Income Fund, MFS Lifetime 2020 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, and MFS Lifetime 2060 Fund, providing audit and related services, tax return review, and assistance in connection with various SEC filings.
Each such Funds Financial Statements and Financial Highlights for the fiscal year ended April 30, 2020, are incorporated by reference into this SAI from the Funds Annual Report to shareholders and have been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm, given upon its authority as an expert in accounting and auditing.
Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, serves as the independent registered public accounting firm for MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund, providing audit and related services, tax return review, and assistance in connection with various SEC filings.
Each such Funds Financial Statements and Financial Highlights for the fiscal year ended April 30, 2020, are incorporated by reference into this SAI from the Funds Annual Report to shareholders and have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm, given upon its authority as an expert in accounting and auditing.
The Funds Financial Statements and Financial Highlights and the report of the independent registered public accounting firm are located in the Funds Annual Report to shareholders, which is set forth in Item 1 of the Funds Form N-CSR available at the hyperlink noted below for the relevant Trust.
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APPENDIX A - TRUSTEES AND OFFICERS IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of August 1, 2020, are listed below, together with their principal occupations during the past five years (their titles may have varied during that period). The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
TRUSTEES
Name, Age |
|
Position(s)
|
|
Trustee
|
|
Number of MFS
|
|
Principal Occupations
|
|
Other Directorships
|
INTERESTED TRUSTEES |
|
|
|
|
|
|
|
|
|
|
Robert J. Manning(3)
|
|
Trustee |
|
February 2004 |
|
134 |
|
Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) |
|
|
Robin A. Stelmach(3)
|
|
Trustee |
|
January 2014 |
|
134 |
|
Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) |
|
|
INDEPENDENT TRUSTEES |
|
|
|
|
|
|
|
|
|
|
John P. Kavanaugh
|
|
Trustee and Chair of Trustees |
|
January 2009 |
|
134 |
|
Private investor |
|
|
Steven E. Buller
|
|
Trustee |
|
February 2014 |
|
134 |
|
Private investor; Financial Accounting Standards Advisory Council, Chairman (2014-2015) |
|
|
John A. Caroselli
|
|
Trustee |
|
March 2017 |
|
134 |
|
Private investor; JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) |
|
|
Maureen R. Goldfarb
|
|
Trustee |
|
January 2009 |
|
134 |
|
Private investor |
|
|
A - 1
Name, Age |
|
Position(s)
|
|
Trustee
|
|
Number of MFS
|
|
Principal Occupations
|
|
Other Directorships
|
Peter D. Jones
|
|
Trustee |
|
January
|
|
134 |
|
Private investor; Franklin Templeton Distributors, Inc. (investment management), President (until 2015); Franklin Templeton Institutional, LLC (investment management), Chairman (until 2015) |
|
|
James W. Kilman, Jr.
|
|
Trustee |
|
January
|
|
134 |
|
Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage - Financial Institutions Investment Banking Group (until 2016) |
|
alpha-En Corporation, Director (2016 - 2019) |
Clarence Otis, Jr.
|
|
Trustee |
|
March 2017 |
|
134 |
|
Private investor |
|
VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
Maryanne L. Roepke
|
|
Trustee |
|
May 2014 |
|
134 |
|
Private investor |
|
|
Laurie J. Thomsen
|
|
Trustee |
|
March 2005 |
|
134 |
|
Private investor |
|
The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
OFFICERS
Name, Age |
|
Position(s)
|
|
Officer
|
|
Number of MFS
|
|
Principal Occupations
|
|
Other Directorships
|
Christopher R. Bohane(3)
|
|
Assistant Secretary and Assistant Clerk |
|
July 2005 |
|
134 |
|
Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
|
|
Kino P. Clark(3)
|
|
Assistant Treasurer |
|
January 2012 |
|
134 |
|
Massachusetts Financial Services Company, Vice President |
|
|
A - 2
Name, Age |
|
Position(s)
|
|
Officer
|
|
Number of MFS
|
|
Principal Occupations
|
|
Other Directorships
|
John W. Clark, Jr.(3)
|
|
Assistant Treasurer |
|
April 2017 |
|
134 |
|
Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head Treasurers Office (until February 2017) |
|
|
Thomas H. Connors(3)
|
|
Assistant Secretary and Assistant Clerk |
|
September 2012 |
|
134 |
|
Massachusetts Financial Services Company, Vice President and Senior Counsel |
|
|
David L. DiLorenzo(3)
|
|
President |
|
July 2005 |
|
134 |
|
Massachusetts Financial Services Company, Senior Vice President |
|
|
Heidi W. Hardin(3)
|
|
Secretary and Clerk |
|
April 2017 |
|
134 |
|
Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
|
|
Brian E. Langenfeld(3)
|
|
Assistant Secretary and Assistant Clerk |
|
June 2006 |
|
134 |
|
Massachusetts Financial Services Company, Vice President and Senior Counsel |
|
|
Amanda S. Mooradian(3)
|
|
Assistant Secretary and Assistant Clerk |
|
September 2018 |
|
134 |
|
Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel |
|
|
Susan A. Pereira(3)
|
|
Assistant Secretary and Assistant Clerk |
|
July 2005 |
|
134 |
|
Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
|
|
Kasey L. Phillips(3)
|
|
Assistant Treasurer |
|
September 2012 |
|
134 |
|
Massachusetts Financial Services Company; Vice President |
|
|
Matthew A. Stowe(3)
|
|
Assistant Secretary and Assistant Clerk |
|
October 2014 |
|
134 |
|
Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
|
|
Martin J. Wolin(3)
|
|
Chief Compliance Officer |
|
July 2015 |
|
134 |
|
Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015) |
|
|
A - 3
Name, Age |
|
Position(s)
|
|
Officer
|
|
Number of MFS
|
|
Principal Occupations
|
|
Other Directorships
|
James O. Yost(3)
|
|
Treasurer |
|
September 1990 |
|
134 |
|
Massachusetts Financial Services Company, Senior Vice President |
|
|
(1) Date first appointed to serve as Trustee/Officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(2) Directorships or trusteeships of companies required to report to the SEC (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 position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Each Trustee (other than Messrs. Jones and Kilman) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Messrs. Jones and Kilman became Trustees of the Fund on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. 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 any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust should so serve. The current members of the Board have joined the Board at different points in time since 2004. 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 individuals business and professional experience and accomplishments; (ii) the individuals ability to work effectively with the other members of the Board; (iii) the individuals 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 individuals skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In respect of each current Trustee, the individuals substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Fund, were a significant factor in the determination that the individual should serve as a Trustee of the Trusts. Following is a summary of each Trustees professional experience and additional considerations that contributed to the Boards conclusion that an individual should serve on the Board:
Interested Trustees:
Robert J. Manning
Mr. Manning is Executive Chairman of MFS (the MFS Funds investment adviser) and is Chairman of its Board. He has substantial executive and investment management experience, having worked for MFS for over 30 years.
Robin A. Stelmach
Ms. Stelmach is Vice Chair of MFS (the MFS Funds investment adviser). Previously she was Executive Vice President and Chief Operating Officer of MFS and oversaw the companys Global Investment Technology and Global Investment & Client Support departments, as well as the MFS Service Center.
Independent Trustees:
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 BlackRocks 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. He has also served on the boards of BlackRock Finco UK, a privately-held company, and Person-to-Person, a community service organization.
John A. Caroselli
Mr. Caroselli has substantial senior executive experience in the financial services industry. Mr. Caroselli is the president of JC Global Advisors, LLC, where he provides consulting services with specialization in strategy development and execution, merger integration, market growth plan design and organizational development. He served as Executive Vice President and Chief Development Officer of First Capital Corporation, Executive Vice President and Chief Strategy Officer of KeySpan Corporation, and Executive Vice President of Corporate Development of AXA Financial. Mr. Caroselli also held senior officer positions with Chase Manhattan Corporation, Chemical Bank, and Manufacturers Hanover Trust.
Maureen R. Goldfarb
Ms. Goldfarb has substantial executive and board experience at firms within the investment management industry. She was the Chief Executive Officer and Chairman of the Board of Trustees of the John Hancock Funds and an Executive Vice President of John Hancock Financial Services, Inc. Prior to joining John Hancock, Ms. Goldfarb was a Senior Vice President with
A - 4
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 previously served as a Trustee of Florida State University Foundation and a member of its Investment Committee.
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 the Chief Financial Officer of 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 merchant bank that makes and manages investments and oversees philanthropic activities. 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 Divisions 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 worlds 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.
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. (American Century), where she worked for over 30 years. Ms. Roepke served on the board of the American Century SICAV, a mutual fund complex. She currently is a trustee of Rockhurst University. She is a former member of the Investment Company Institutes Chief Compliance Officer Committee and Risk Management Advisory Committee.
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.
A - 5
APPENDIX B - TRUSTEE COMPENSATION AND COMMITTEES
The Fund pays 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.
Trustee Compensation Table
|
|
Name and Position |
|
||||||||||||||||||||||||||||||||
|
|
Interested Trustees |
|
Independent Trustees |
|
||||||||||||||||||||||||||||||
Aggregate Compensation Paid by
|
|
Robert
J.
|
|
Robin
A.
|
|
Steven
E.
|
|
John
A.
|
|
Maureen
R.
|
|
Michael
|
|
Peter
D.
|
|
John
P.
|
|
James
W.
|
|
Clarence
|
|
Maryanne
|
|
Laurie
J.
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MFS Corporate Bond Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
4,730 |
|
$ |
4,536 |
|
$ |
4,639 |
|
$ |
3,423 |
|
$ |
4,492 |
|
$ |
5,489 |
|
$ |
4,549 |
|
$ |
4,549 |
|
$ |
4,696 |
|
$ |
4,639 |
|
MFS Lifetime 2020 Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
989 |
|
$ |
974 |
|
$ |
982 |
|
$ |
723 |
|
$ |
971 |
|
$ |
1,045 |
|
$ |
976 |
|
$ |
976 |
|
$ |
987 |
|
$ |
982 |
|
MFS Lifetime 2025 Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
986 |
|
$ |
972 |
|
$ |
979 |
|
$ |
719 |
|
$ |
969 |
|
$ |
1,038 |
|
$ |
973 |
|
$ |
973 |
|
$ |
983 |
|
$ |
979 |
|
MFS Lifetime 2030 Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
1,669 |
|
$ |
1,643 |
|
$ |
1,657 |
|
$ |
1,218 |
|
$ |
1,638 |
|
$ |
1,770 |
|
$ |
1,646 |
|
$ |
1,646 |
|
$ |
1,665 |
|
$ |
1,657 |
|
MFS Lifetime 2035 Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
985 |
|
$ |
972 |
|
$ |
979 |
|
$ |
719 |
|
$ |
969 |
|
$ |
1,038 |
|
$ |
973 |
|
$ |
973 |
|
$ |
983 |
|
$ |
979 |
|
MFS Lifetime 2040 Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
1,004 |
|
$ |
985 |
|
$ |
995 |
|
$ |
732 |
|
$ |
981 |
|
$ |
1,076 |
|
$ |
986 |
|
$ |
986 |
|
$ |
1,001 |
|
$ |
995 |
|
MFS Lifetime 2045 Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
628 |
|
$ |
618 |
|
$ |
623 |
|
$ |
366 |
|
$ |
616 |
|
$ |
664 |
|
$ |
619 |
|
$ |
619 |
|
$ |
626 |
|
$ |
623 |
|
MFS Lifetime 2050 Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
973 |
|
$ |
963 |
|
$ |
968 |
|
$ |
710 |
|
$ |
961 |
|
$ |
1,010 |
|
$ |
964 |
|
$ |
964 |
|
$ |
971 |
|
$ |
968 |
|
MFS Lifetime 2055 Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
350 |
|
$ |
345 |
|
$ |
348 |
|
$ |
219 |
|
$ |
344 |
|
$ |
369 |
|
$ |
346 |
|
$ |
346 |
|
$ |
349 |
|
$ |
348 |
|
MFS Lifetime 2060 Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
128 |
|
$ |
127 |
|
$ |
127 |
|
$ |
93 |
|
$ |
127 |
|
$ |
130 |
|
$ |
127 |
|
$ |
127 |
|
$ |
127 |
|
$ |
127 |
|
MFS Lifetime Income Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
1,668 |
|
$ |
1,642 |
|
$ |
1,656 |
|
$ |
1,218 |
|
$ |
1,637 |
|
$ |
1,767 |
|
$ |
1,644 |
|
$ |
1,644 |
|
$ |
1,664 |
|
$ |
1,656 |
|
MFS Limited Maturity Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
2,891 |
|
$ |
2,818 |
|
$ |
2,857 |
|
$ |
1,940 |
|
$ |
2,802 |
|
$ |
3,176 |
|
$ |
2,823 |
|
$ |
2,823 |
|
$ |
2,878 |
|
$ |
2,857 |
|
MFS Municipal Limited Maturity Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
3,811 |
|
$ |
3,712 |
|
$ |
3,764 |
|
$ |
2,610 |
|
$ |
3,689 |
|
$ |
4,202 |
|
$ |
3,718 |
|
$ |
3,718 |
|
$ |
3,793 |
|
$ |
3,764 |
|
MFS Total Return Bond Fund2 |
|
Not Applicable |
|
Not Applicable |
|
$ |
9,597 |
|
$ |
9,324 |
|
$ |
9,468 |
|
$ |
6,968 |
|
$ |
9,262 |
|
$ |
10,667 |
|
$ |
9,342 |
|
$ |
9,342 |
|
$ |
9,549 |
|
$ |
9,468 |
|
Retirement Benefits Accrued as Part of Fund Expense2 |
|
Not Applicable |
|
Not Applicable |
|
Not Applicable |
|
Not Applicable |
|
Not Applicable |
|
Not Applicable |
|
Not Applicable |
|
Not Applicable |
|
Not Applicable |
|
Not Applicable |
|
Not Applicable |
|
Not Applicable |
|
||||||||||
Total Trustee Compensation Paid by Fund and Fund Complex3 |
|
Not Applicable |
|
Not Applicable |
|
$ |
397,059 |
|
$ |
380,809 |
|
$ |
390,809 |
|
$ |
394,809 |
|
$ |
380,809 |
|
$ |
445,809 |
|
$ |
384,809 |
|
$ |
385,809 |
|
$ |
395,809 |
|
$ |
390,809 |
|
1 Mr. Hegarty retired as Trustee of the Fund on December 31, 2019.
2 For the fiscal year ended April 30, 2020.
3 For the calendar year 2019 for 133 funds that paid Trustee compensation.
B - 1
Committees
As of August 1, 2020, the Board has established the following Committees:
Name of Committee |
|
Number of Meetings
|
|
Functions |
|
Current Members |
AUDIT COMMITTEE |
|
9 |
|
Oversees the accounting and auditing procedures of the Fund and, among other duties, considers the selection of the independent accountants for the Fund and the scope of the audit, and considers the effect on the independence of those accountants of any non-audit services such accountants provide to the Fund and any audit or non-audit services such accountants provide to other MFS Funds, MFS and/or certain affiliates. The Committee is also responsible for establishing procedures for the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission of concerns regarding questionable fund accounting matters by officers of the Fund and employees of the Funds investment adviser, administrator, principal underwriter, or any other provider of accounting-related services to the Fund. Reviews and evaluates the contractual arrangements of the Fund relating to custody and fund accounting services, and makes recommendations to the full Board on these matters. |
|
Buller*, Kilman, Jr.*, Otis, Jr.*, and Roepke* |
COMPLIANCE COMMITTEE |
|
5 |
|
Oversees the development and implementation of the Funds regulatory and fiduciary compliance policies, procedures, and practices under the 1940 Act, and other applicable laws, as well as oversight of compliance policies of the Funds investment adviser and certain other service providers as they relate to Fund activities. The Funds Chief Compliance Officer assists the Committee in carrying out its responsibilities. |
|
Goldfarb*, Jones*, Otis, Jr.*, and Roepke* |
CONTRACTS REVIEW COMMITTEE |
|
4 |
|
Requests, reviews, and considers the information deemed reasonably necessary to evaluate the terms of the investment advisory and principal underwriting agreements and the Plan of Distribution under Rule 12b-1 that each Fund proposes to renew or continue, and to make its recommendations to the full Board on these matters. |
|
All Independent Trustees of the Board (Buller, Caroselli, Goldfarb, Jones, Kavanaugh, Kilman, Jr., Otis, Jr., Roepke, and Thomsen) |
NOMINATION AND COMPENSATION COMMITTEE |
|
3 |
|
Recommends qualified candidates to the Board in the event that a position is vacated or created. The Committee will consider recommendations by shareholders when a vacancy exists. Shareholders wishing to recommend candidates for Trustee for consideration by the Committee may do so by writing to the Funds Secretary at the principal executive office of the Fund. Such recommendations must be accompanied by biographical and occupational data on the candidate (including whether the candidate would be an interested person of the Fund), a written consent by the candidate to be named as a nominee and to serve as Trustee if elected, record and ownership information for the recommending shareholder with respect to the Fund, and a description of any arrangements or understandings regarding recommendation of the candidate for consideration. The Committee is also responsible for making recommendations to the Board regarding any necessary standards or qualifications for service on the Board. The Committee also reviews and makes recommendations to the Board regarding compensation for the Independent Trustees. |
|
All Independent Trustees of the Board (Buller, Caroselli, Goldfarb, Jones, Kavanaugh, Kilman, Jr., Otis, Jr., Roepke, and Thomsen) |
B - 2
Name of Committee |
|
Number of Meetings
|
|
Functions |
|
Current Members |
PORTFOLIO TRADING AND MARKETING REVIEW COMMITTEE |
|
5 |
|
Oversees the policies, procedures, and practices of the Fund with respect to brokerage transactions involving portfolio securities as those policies, procedures, and practices are carried out by MFS and its affiliates. The Committee also oversees the lending of portfolio securities, the Trusts borrowing and lending policies, and the administration of the Funds proxy voting policies and procedures by MFS. The Committee also oversees the policies, procedures, and practices of the Applicable Fund Service Providers with respect to the selection and oversight of the Funds counterparties in derivatives, repurchase and reverse repurchase agreements, and similar investment-related transactions. In addition, the Committee receives reports from MFS regarding the policies, procedures, and practices of MFS and its affiliates in connection with their marketing and distribution of shares of the Fund. |
|
All Independent Trustees of the Board (Buller, Caroselli, Goldfarb, Jones, Kavanaugh, Kilman, Jr., Otis, Jr., Roepke, and Thomsen) |
PRICING COMMITTEE |
|
5 |
|
Oversees the determination of the value of the portfolio securities and other assets held by the Fund and determines or causes to be determined the fair value of securities and assets for which market quotations are not readily available in accordance with the 1940 Act. The Committee delegates primary responsibility for carrying out these functions to MFS and MFS internal valuation committee pursuant to pricing policies and procedures approved by the Committee and adopted by the full Board. These policies include methodologies to be followed by MFS in determining the fair values of portfolio securities and other assets held by the Fund for which market quotations are not readily available, and the Committee approves and/or ratifies these fair values. The Committee meets periodically with the members of MFS internal valuation committee to review and assess the quality of fair valuation and other pricing determinations made pursuant to the Funds pricing policies and procedures, and to review and assess the policies and procedures themselves. The Committee also exercises the responsibilities of the Board under the Policy for Compliance with Rule 2a-7 approved by the Board on behalf of each Fund which holds itself out as a money market fund in accordance with Rule 2a-7 under the 1940 Act. The Committee also reviews and evaluates the contractual arrangements of service providers relating to the pricing and valuation of the Funds portfolio securities and other assets. |
|
Buller*, Caroselli*, Kilman, Jr.*, and Thomsen* |
SERVICES CONTRACTS COMMITTEE |
|
5 |
|
Reviews and evaluates the contractual arrangements of the Fund relating to transfer agency, sub-transfer agency, and administrative services, and makes recommendations to the full Board on these matters. |
|
Caroselli*, Goldfarb*, Jones*, and Thomsen* |
1 For the fiscal year ended April 30, 2020.
* Independent Trustees. 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.
B - 3
APPENDIX C - SHARE OWNERSHIP
Ownership By Trustees and Officers
As of July 31, 2020, the Trustees and Officers of the Trust as a group owned of record less than 1% of any class of the Funds shares. The Board has adopted a policy requiring that each Independent Trustee shall have invested on an aggregate basis, within two years of membership on the Board, an amount equal to his or her prior calendar years base retainer and meeting attendance fees in shares of the MFS Funds.
The following table shows the dollar range of equity securities beneficially owned by each current Trustee in the Fund and, on an aggregate basis, in the MFS Funds, as of December 31, 2019.
The following dollar ranges apply:
N. None
A. $1 $10,000
B. $10,001 $50,000
C. $50,001 $100,000
D. Over $100,000
Name |
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
Interested Trustees |
|
|
|
|
|
|
|
|
Robert J. Manning |
|
N |
|
N |
|
N |
|
N |
Robin A. Stelmach |
|
N |
|
N |
|
N |
|
N |
Independent Trustees |
|
|
|
|
|
|
|
|
Steven E. Buller |
|
N |
|
N |
|
N |
|
N |
John A. Caroselli |
|
N |
|
N |
|
N |
|
N |
Maureen R. Goldfarb |
|
N |
|
N |
|
N |
|
N |
Peter D. Jones |
|
N |
|
N |
|
N |
|
N |
John P. Kavanaugh |
|
N |
|
N |
|
N |
|
N |
James W. Kilman, Jr. |
|
B |
|
N |
|
N |
|
N |
Clarence Otis, Jr. |
|
N |
|
N |
|
N |
|
N |
Maryanne L. Roepke |
|
D |
|
N |
|
N |
|
N |
Laurie J. Thomsen |
|
N |
|
N |
|
N |
|
N |
C - 1
Name |
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
Interested Trustees |
|
|
|
|
|
|
|
|
Robert J. Manning |
|
N |
|
N |
|
N |
|
N |
Robin A. Stelmach |
|
N |
|
N |
|
N |
|
N |
Independent Trustees |
|
N |
|
N |
|
N |
|
N |
Steven E. Buller |
|
N |
|
N |
|
N |
|
N |
John A. Caroselli |
|
N |
|
N |
|
N |
|
N |
Maureen R. Goldfarb |
|
N |
|
N |
|
N |
|
N |
Peter D. Jones |
|
N |
|
N |
|
N |
|
N |
John P. Kavanaugh |
|
N |
|
N |
|
N |
|
N |
James W. Kilman, Jr. |
|
N |
|
N |
|
N |
|
N |
Clarence Otis, Jr. |
|
N |
|
N |
|
N |
|
N |
Maryanne L. Roepke |
|
N |
|
N |
|
N |
|
N |
Laurie J. Thomsen |
|
N |
|
N |
|
N |
|
N |
Name |
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
Interested Trustees |
|
|
|
|
|
|
|
|
Robert J. Manning |
|
N |
|
N |
|
N |
|
N |
Robin A. Stelmach |
|
N |
|
N |
|
N |
|
D |
Independent Trustees |
|
|
|
|
|
|
|
|
Steven E. Buller |
|
N |
|
N |
|
N |
|
N |
John A. Caroselli |
|
N |
|
N |
|
N |
|
N |
Maureen R. Goldfarb |
|
N |
|
N |
|
N |
|
N |
Peter D. Jones |
|
N |
|
N |
|
N |
|
N |
John P. Kavanaugh |
|
N |
|
N |
|
N |
|
B |
James W. Kilman, Jr. |
|
N |
|
N |
|
N |
|
N |
Clarence Otis, Jr. |
|
N |
|
N |
|
N |
|
N |
Maryanne L. Roepke |
|
N |
|
N |
|
N |
|
N |
Laurie J. Thomsen |
|
N |
|
N |
|
N |
|
N |
C - 2
Name |
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
|
Aggregate Dollar Range of
|
Interested Trustee |
|
|
|
|
|
|
Robert J. Manning |
|
N |
|
N |
|
D |
Robin A. Stelmach |
|
N |
|
N |
|
D |
Independent Trustees |
|
|
|
|
|
|
Steven E. Buller |
|
N |
|
N |
|
D |
John A. Caroselli |
|
N |
|
N |
|
D |
Maureen R. Goldfarb |
|
N |
|
N |
|
D |
Peter D. Jones |
|
N |
|
N |
|
D |
John P. Kavanaugh |
|
N |
|
C |
|
D |
James W. Kilman, Jr. |
|
B |
|
N |
|
D |
Clarence Otis, Jr. |
|
N |
|
N |
|
D |
Maryanne L. Roepke |
|
N |
|
N |
|
D |
Laurie J. Thomsen |
|
N |
|
N |
|
D |
25% or Greater Ownership of the Fund
The following table identifies those investors who own 25% or more of the Funds voting shares as of July 31, 2020. Shareholders who own 25% or more of the Funds shares may have a significant impact on any shareholder vote of the Fund.
FUND NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
MFS CORPORATE |
|
|
|
|
|
|
|
|
|
BOND FUND |
|
None |
|
None |
|
|
|
|
|
MFS LIFETIME |
|
|
|
|
|
|
|
|
|
2020 FUND |
|
None |
|
None |
|
|
|
|
|
MFS LIFETIME |
|
|
|
|
|
|
|
|
|
2025 FUND |
|
None |
|
None |
|
|
|
|
|
MFS LIFETIME |
|
|
|
|
|
|
|
|
|
2030 FUND |
|
None |
|
None |
|
|
|
|
|
MFS LIFETIME |
|
|
|
|
|
|
|
|
|
2035 FUND |
|
None |
|
None |
|
|
|
|
|
MFS LIFETIME |
|
|
|
|
|
|
|
|
|
2040 FUND |
|
None |
|
None |
|
|
|
|
|
MFS LIFETIME |
|
|
|
|
|
|
|
|
|
2045 FUND |
|
None |
|
None |
C - 3
FUND NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
MFS LIFETIME |
|
|
|
|
|
|
|
|
|
2050 FUND |
|
None |
|
None |
|
|
|
|
|
MFS LIFETIME |
|
|
|
|
|
|
|
|
|
2055 FUND |
|
None |
|
None |
|
|
|
|
|
MFS LIFETIME |
|
|
|
|
|
|
|
|
|
2060 FUND |
|
None |
|
None |
|
|
|
|
|
MFS LIFETIME |
|
|
|
|
|
|
|
|
|
INCOME FUND |
|
None |
|
None |
|
|
|
|
|
MFS LIMITED |
|
|
|
|
|
|
|
|
|
MATURITY FUND |
|
None |
|
None |
|
|
|
|
|
MFS MUNICIPAL |
|
|
|
|
|
|
|
|
|
LIMITED MATURITY |
|
|
|
|
|
|
|
|
|
FUND |
|
None |
|
None |
|
|
|
|
|
MFS TOTAL RETURN |
|
|
|
|
|
|
|
|
|
BOND FUND |
|
None |
|
None |
5% or Greater Ownership of Share Class
The following table identifies those investors who own of record or are known by a Fund to own beneficially 5% or more of any class of a Funds outstanding shares as of July 31, 2020.
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS CORPORATE BOND FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
68.44 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
5.50 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS CORPORATE BOND FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
12.53 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
11.58 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
11.11 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
7.42 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
5.82 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
5.44 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
5.34 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
24.60 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
C - 4
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS CORPORATE BOND FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
16.88 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
15.28 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
13.60 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
12.35 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
6.56 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
5.92 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
5.49 |
|
MORGAN STANLEY SMITH BARNEY |
|
1 NEW YORK PLAZA FL 12 |
|
NEW YORK NY 10004-1901 |
|
|
7.38 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS CORPORATE BOND FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
27.57 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
11.19 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
9.59 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
8.84 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
8.03 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
6.53 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
6.11 |
|
CHARLES SCHWAB & CO INC |
|
211 MAIN STREET |
|
SAN FRANCISCO CA 94105-1905 |
|
|
5.37 |
|
MARIL & CO |
|
4900 W BROWN DEER RD |
|
MILWAUKEE WI 53223-2422 |
|
|
|
|
|
|
|
|
|
MFS CORPORATE BOND FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
43.29 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
43.29 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
24.48 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
6.13 |
|
YUPPIE PUPPY PET PRODUCTS, INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
8.05 |
|
DCGT |
|
711 HIGH ST |
|
DES MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
MFS CORPORATE BOND FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
47.43 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
47.43 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
18.24 |
|
DCGT |
|
711 HIGH ST |
|
DES MOINES IA 50392-0001 |
|
|
7.53 |
|
VOYA RETIREMENT INS & ANNUITY CO |
|
1 ORANGE WAY B3N |
|
WINDSOR CT 06095-4773 |
|
|
7.37 |
|
PATTERSON & CO |
|
1525 WEST WT HARRIS BLVD |
|
CHARLOTTE NC 28288-1076 |
|
|
5.64 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
|
|
|
|
|
|
|
MFS CORPORATE BOND FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
71.56 |
|
PIMS/PRUDENTIAL |
|
840 GRIER DR |
|
LAS VEGAS NV 89119-3778 |
|
|
71.56 |
|
767 MGM RESORTS |
|
840 GRIER DR |
|
LAS VEGAS NV 89119-3778 |
|
|
16.50 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
15.43 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
C - 5
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS CORPORATE BOND FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
74.30 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
7.96 |
|
DCGT |
|
711 HIGH ST |
|
DES MOINES IA 50392-0001 |
|
|
6.74 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
6.74 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
|
|
|
|
|
|
|
MFS CORPORATE BOND FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
88.92 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2020 FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
11.45 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
8.26 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
6.11 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
5.60 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
39.29 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2020 FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
16.72 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
10.87 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
7.67 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
6.60 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
5.76 |
|
JANICE M. COOPER |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
43.84 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2020 FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
12.54 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
10.77 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
7.63 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
7.42 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
7.19 |
|
RAYMOND JAMES |
|
880 CARILLON PKWY |
|
ST PETERSBURG FL 33716-1102 |
|
|
5.12 |
|
UBS WM USA |
|
1000 HARBOR BLVD FL 6 |
|
WEEHAWKEN NJ 07086-6761 |
|
|
37.66 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2020 FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
18.75 |
|
RAYMOND JAMES |
|
880 CARILLON PKWY |
|
ST PETERSBURG FL 33716-1102 |
|
|
12.14 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
10.90 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
9.28 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
8.17 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
23.59 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
C - 6
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2020 FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
49.31 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
49.31 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
39.83 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
6.23 |
|
R. H. OSBORNES WORLD OF FLOOR |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.65 |
|
INTERNATIONAL ELECTRONIC CO |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2020 FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
22.98 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
26.32 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
22.47 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
18.29 |
|
MASS MUTUAL LIFE INSURANCE CO |
|
1295 STATE ST |
|
SPRINGFIELD MA 01111-0001 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2020 FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
33.27 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
30.08 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
17.30 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
18.96 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
8.01 |
|
MAINES PAPER & FOOD SERVICE INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
8.84 |
|
LINCOLN RETPLAN SERVICES COMPANY |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
7.92 |
|
JOHN HANCOCK LIFE INSURANCE CO |
|
200 BERKELEY ST |
|
BOSTON MA 02116-5023 |
|
|
5.80 |
|
VRSCO |
|
2929 ALLEN PKWY STE A6-20 |
|
HOUSTON TX 77019-7100 |
|
|
5.49 |
|
AIGFSG |
|
2929 ALLEN PKWY STE A6-20 |
|
HOUSTON TX 77019-7100 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2020 FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
41.33 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
21.25 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
21.09 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
14.23 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
11.83 |
|
SMC CORPORATION |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2020 FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
40.52 |
|
T ROWE PRICE RETIREMENT PLAN |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
12.69 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
11.44 |
|
MATRIX TRUST COMPANY |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
11.44 |
|
ROMAN CATHOLIC ARCHDIOCESE OF INDPL |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
5.06 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
C - 7
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2025 FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
12.19 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
10.19 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
9.61 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
7.75 |
|
MURRAY TRESLER TTEE FOR TRAVEL CENTER LTD |
|
7934 STANFORD AVE |
|
SAINT LOUIS MO 63130-3612 |
|
|
6.56 |
|
T ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
29.75 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2025 FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
15.30 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
14.46 |
|
RONALD W RANDAZZO |
|
PO BOX 250 |
|
PELHAM NH 03076-0250 |
|
|
8.20 |
|
STEPHEN L HAMMONDS |
|
8485 HIGHWAY 10 S |
|
LAWNDALE NC 28090-8206 |
|
|
5.57 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
5.53 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
61.95 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2025 FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
15.14 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
11.30 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
7.25 |
|
RAYMOND JAMES |
|
880 CARILLON PKWY |
|
ST PETERSBURG FL 33716-1102 |
|
|
6.81 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
5.36 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
44.34 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2025 FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
26.90 |
|
JAMES A JESSEE & KIMBERLY B JESSEE |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
19.50 |
|
DAVID WILLIAM MEDEIROS |
|
43 PRINCEDALE RD |
|
LONDON UK W114NP |
|
|
19.12 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
8.86 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
5.65 |
|
MEI F NGAN |
|
1403 WINDSOR DR |
|
FRAMINGHAM MA 01701-5006 |
|
|
40.28 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
C - 8
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2025 FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
84.23 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
12.42 |
|
IREP INC. |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
8.13 |
|
R & J SOLUTIONS INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
8.01 |
|
CLUBHOUSE INTERNATIONAL |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.86 |
|
P GAGNON & SON INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.40 |
|
COLLAGEN MATRIX |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.11 |
|
NORTH JERSEY REBAR |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2025 FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
44.13 |
|
MASS MUTUAL LIFE INSURANCE CO |
|
1295 STATE ST |
|
SPRINGFIELD MA 01111-0001 |
|
|
30.84 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
10.44 |
|
RELIANCE TRUST CO |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
10.43 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2025 FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
24.81 |
|
RELIANCE TRUST CO |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
24.72 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
15.68 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
14.93 |
|
JOHN HANCOCK LIFE INSURANCE CO |
|
200 BERKELEY ST |
|
BOSTON MA 02116-5023 |
|
|
11.68 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
6.38 |
|
MAINES PAPER & FOOD SERVICE INC. |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
9.30 |
|
LINCOLN RETPLAN SERVICES COMPANY |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
5.52 |
|
MASS MUTUAL LIFE INSURANCE CO |
|
1295 STATE ST |
|
SPRINGFIELD MA 01111-0001 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2025 FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
46.43 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
18.96 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
16.78 |
|
SMC CORPORATION |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
9.78 |
|
GREAT-WEST TRUST CO LLC |
|
8515 E ORCHARD RD 2T2 |
|
GREENWOOD VLG CO 80111-5002 |
|
|
6.89 |
|
FULTON BANK FBO NEW PIG CORPORATION |
|
PO BOX 3215 |
|
LANCASTER PA 17604-3215 |
|
|
5.24 |
|
DCGT |
|
711 HIGH ST |
|
DES MOINES IA 50392-0001 |
C - 9
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2025 FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
57.49 |
|
T ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
10.82 |
|
MATRIX TRUST COMPANY |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
10.20 |
|
ROMAN CATHOLIC ARCHDIOCESE OF INDPL |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
8.91 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2030 FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
9.00 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
8.81 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
7.95 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
6.14 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
6.14 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
5.69 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
40.11 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2030 FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
13.10 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
9.50 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
52.93 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2030 FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
11.87 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
9.64 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
6.61 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
5.74 |
|
RAYMOND JAMES |
|
880 CARILLON PKWY |
|
ST PETERSBURG FL 33716-1102 |
|
|
36.36 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2030 FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
15.90 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
15.11 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
8.61 |
|
LPL FINANCIAL |
|
A/C 1000-0005 |
|
4707 EXECUTIVE DR |
|
|
7.59 |
|
UBS WM USA |
|
1000 HARBOR BLVD FL 6 |
|
WEEHAWKEN NJ 07086-6761 |
|
|
5.40 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
27.27 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
C - 10
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2030 FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
55.85 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
15.84 |
|
CABIN CRAFTERS INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
10.37 |
|
CAROLINA KIDS PEDIATRIC ASSOCIATES |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
26.76 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
26.76 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2030 FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
27.22 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
27.22 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
25.88 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
19.81 |
|
MASS MUTUAL LIFE INSURANCE CO |
|
1295 STATE ST |
|
SPRINGFIELD MA 01111-0001 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2030 FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
30.78 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
27.86 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
13.55 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
11.92 |
|
JOHN HANCOCK LIFE INSURANCE CO |
|
200 BERKELEY ST |
|
BOSTON MA 02116-5023 |
|
|
10.75 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
5.51 |
|
MAINES PAPER & FOOD SERVICE INC. |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
9.86 |
|
LINCOLN RETIREMENT PLAN SERVICES COMPANY |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
7.21 |
|
VRSCO |
|
2929 ALLEN PKWY STE A6-20 |
|
HOUSTON TX 77019-7100 |
|
|
6.74 |
|
AIGFSG |
|
2929 ALLEN PKWY STE A6-20 |
|
HOUSTON TX 77019-7100 |
|
|
5.10 |
|
INDIAN RIVER MEDICAL CENTER |
|
2929 ALLEN PKWY STE A6-20 |
|
HOUSTON TX 77019-7100 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2030 FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
48.00 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
14.69 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
11.95 |
|
SMC CORPORATION |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
10.73 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
10.46 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
7.44 |
|
DCGT |
|
711 HIGH ST |
|
DES MOINES IA 50392-0001 |
C - 11
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2030 FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
37.22 |
|
T ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
15.69 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
10.17 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
7.78 |
|
MATRIX TRUST COMPANY |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
7.50 |
|
ROMAN CATHOLIC ARCHDIOCESE OF INDPL |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2035 FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
19.54 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
18.84 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
11.76 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
33.97 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2035 FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
12.46 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
7.01 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
5.56 |
|
MICHELLE E FLETCHER |
|
39 PILGRIM RD |
|
NATICK MA 01760-3225 |
|
|
73.55 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2035 FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
11.78 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
11.22 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
6.56 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
56.41 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2035 FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
19.01 |
|
PETER H BUNNELL |
|
5 RINGOLD ST |
|
BOSTON MA 02118-3615 |
|
|
13.37 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
10.14 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
7.96 |
|
THERESA T ROONEY |
|
1140 OAK AVE APT 3 |
|
EVANSTON IL 60202-4243 |
|
|
7.33 |
|
DEBRA A BALDASARE |
|
14 CONROD CT |
|
MANSFIELD MA 02048-3453 |
|
|
6.10 |
|
TIMOTHY W DITTMER & CATHERINE S DITTMER |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
33.87 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
C - 12
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2035 FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
83.64 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
12.97 |
|
DENTAL AESTHETIC STUDIO PC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
6.26 |
|
DEMAREST FARM AND ORCHARD LLC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.83 |
|
DETOUR APPAREL INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.48 |
|
PRIMARY CARE PHARMACY SERVICES |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.03 |
|
CS LEASING INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
6.22 |
|
MARCEL REMSON FBO AMERICAS MORTGAGE RESOURCES |
|
3317 N I-10 SERVICE RD STE 200 |
|
METAIRIE LA 70002 |
|
|
5.93 |
|
CHRIS CANOVAI FBO FOREFRONT TECHNOLOGIES LLC |
|
2966 S CHURCH ST STE 290 |
|
BURLINGTON NC 27215-5108 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2035 FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
39.40 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
32.48 |
|
MASS MUTUAL LIFE INSURANCE CO |
|
1295 STATE ST |
|
SPRINGFIELD MA 01111-0001 |
|
|
7.76 |
|
RELIANCE TRUST CO |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
7.76 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2035 FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
23.96 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
19.24 |
|
RELIANCE TRUST CO |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
19.21 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
13.89 |
|
JOHN HANCOCK LIFE INSURANCE CO |
|
200 BERKELEY ST |
|
BOSTON MA 02116-5023 |
|
|
10.80 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
9.49 |
|
LINCOLN RETPLAN SERVICES COMPANY |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
6.22 |
|
POST ACUTE MEDICAL LLC |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2035 FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
52.53 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
21.32 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
20.18 |
|
SMC CORPORATION RETIREMENT |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
C - 13
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2035 FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
46.88 |
|
T ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
10.11 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
9.59 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
8.13 |
|
MATRIX TRUST COMPANY CUST |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
8.13 |
|
ROMAN CATHOLIC ARCHDIOCESE OF INDPL |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
7.62 |
|
GREAT-WEST TRUST COMPANY LLC |
|
8515 E ORCHARD RD 2T2 |
|
GREENWOOD VLG CO 80111-5002 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2040 FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
14.08 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
11.43 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
9.69 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
9.69 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
7.91 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
5.01 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
35.70 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2040 FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
13.02 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
10.87 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
52.53 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2040 FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
15.69 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
8.58 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
7.02 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
44.50 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2040 FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
14.77 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
10.81 |
|
RAYMOND JAMES |
|
880 CARILLON PKWY |
|
ST PETERSBURG FL 33716-1102 |
|
|
9.41 |
|
JONATHAN D MARSTON |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
48.52 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
7.03 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
C - 14
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2040 FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
72.77 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
7.44 |
|
ALLISON COMPANIES INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
7.18 |
|
DELTA-ONE SOFTWARE INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
6.20 |
|
ANDREW LAUREN COMPANY INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.94 |
|
COLLAGEN MATRIX |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
18.46 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
18.46 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2040 FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
28.02 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
24.95 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
24.95 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
18.59 |
|
MASS MUTUAL LIFE INSURANCE CO |
|
1295 STATE ST |
|
SPRINGFIELD MA 01111-0001 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2040 FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
29.26 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
28.21 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
18.44 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
10.29 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
9.14 |
|
JOHN HANCOCK LIFE INSURANCE CO USA |
|
200 BERKELEY ST |
|
BOSTON MA 02116-5023 |
|
|
8.45 |
|
LINCOLN RETPLAN SERVICES COMPANY |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
5.32 |
|
GREAT-WEST TRUST CO LLC |
|
8525 E ORCHARD RD |
|
GREENWOOD VLG CO 80111-5002 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2040 FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
52.14 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
10.69 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
10.19 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
10.22 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
8.99 |
|
SMC CORPORATION RETIREMENT |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
9.35 |
|
DCGT |
|
711 HIGH ST |
|
DES MOINES IA 50392-0001 |
C - 15
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2040 FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
35.43 |
|
T ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
14.97 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
10.41 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
7.57 |
|
MATRIX TRUST COMPANY |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
6.60 |
|
ROMAN CATHOLIC ARCHDIOCESE OF INDPL |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
6.01 |
|
LINCOLN RETPLAN SERVICES COMPANY FBO ATLANTIC BROADBAND |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2045 FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
20.87 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
20.35 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
40.19 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2045 FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
16.52 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
7.75 |
|
BB&T SECURITIES FBO DEBRA STEIMERS |
|
9358 NC HIGHWAY 902 |
|
SILER CITY NC 27344-6827 |
|
|
7.47 |
|
MASSACHUSETTS FINANCIAL SERVICES COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON MA 02199-7632 |
|
|
5.64 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
54.17 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2045 FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
11.47 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
9.62 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
8.21 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
7.81 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
7.17 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
6.75 |
|
KATY BILDER |
|
1056 SHELAHAMER RD |
|
HARRISBURG PA 17112-9027 |
|
|
52.59 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
C - 16
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2045 FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
31.00 |
|
ALLAN R DUCKETT |
|
75 HAZEL LN |
|
PIEDMONT CA 94611-4034 |
|
|
15.57 |
|
PAI TRUST COMPANY INC |
|
1300 ENTERPRISE DR |
|
DE PERE WI 54115-4934 |
|
|
15.57 |
|
TIME WISE FINANCIAL, LLC |
|
1300 ENTERPRISE DR |
|
DE PERE WI 54115-4934 |
|
|
12.33 |
|
JOE ALCORN |
|
33143 PAMPA CT |
|
TEMECULA CA 92592-7208 |
|
|
11.95 |
|
NANCY E ALCORN |
|
33143 PAMPA CT |
|
TEMECULA CA 92592-7208 |
|
|
10.36 |
|
TIMOTHY W DITTMER & CATHERINE S DITTMER |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
6.83 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
5.47 |
|
KENIE YEN |
|
11536 ARBROATH LN |
|
AUSTIN TX 78754-5958 |
|
|
31.77 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2045 FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
96.61 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
10.25 |
|
OPEN MRI OF ALLENTOWN LLC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
9.32 |
|
COLLAGEN MATRIX |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
8.27 |
|
IDENTITY WORKS LLC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2045 FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
34.23 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
33.79 |
|
MASS MUTUAL LIFE INSURANCE CO |
|
1295 STATE ST |
|
SPRINGFIELD MA 01111-0001 |
|
|
10.09 |
|
RELIANCE TRUST CO |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
10.09 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
9.53 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
9.53 |
|
MELTWATER NEWS US1, INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2045 FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
30.62 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
18.76 |
|
RELIANCE TRUST CO |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
18.60 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
10.81 |
|
JOHN HANCOCK LIFE INSURANCE CO |
|
200 BERKELEY ST |
|
BOSTON MA 02116-5023 |
|
|
9.68 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
6.94 |
|
GREAT-WEST TRUST CO LLC |
|
8525 E ORCHARD RD |
|
GREENWOOD VLG CO 80111-5002 |
|
|
6.81 |
|
LINCOLN RETPLAN SERVICES COMPANY |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
C - 17
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2045 FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
57.05 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
9.10 |
|
DCGT |
|
711 HIGH ST |
|
DES MOINES IA 50392-0001 |
|
|
8.11 |
|
GREAT-WEST TRUST CO LLC |
|
8515 E ORCHARD RD 2T2 |
|
GREENWOOD VLG CO 80111-5002 |
|
|
7.71 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2045 FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
46.17 |
|
T ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
9.68 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
9.17 |
|
ROMAN CATHOLIC ARCHDIOCESE OF INDPL |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
7.81 |
|
GREAT-WEST TRUST COMPANY LLC |
|
8515 E ORCHARD RD 2T2 |
|
GREENWOOD VLG CO 80111-5002 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2050 FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
20.10 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
7.54 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
5.32 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
41.52 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2050 FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
19.02 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
16.91 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
13.25 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
5.03 |
|
HOLLY FORD |
|
123 FIELDCREST DR |
|
HENDERSONVILLE TN 37075-7000 |
|
|
46.83 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2050 FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
13.14 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
10.76 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
57.60 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2050 FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
22.77 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
17.00 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
16.70 |
|
TIMOTHY W DITTMER & CATHERINE S DITTMER |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
8.88 |
|
TRAVIS HARKEY |
|
408 CAYETANO CT |
|
WINDSOR CA 95492-8311 |
|
|
5.22 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
29.37 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
C - 18
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2050 FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
74.94 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
8.42 |
|
HALON ENTERTAINMENT LLC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
6.67 |
|
PRIMARY CARE PHARMACY SERVICES |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
6.11 |
|
FARALLON PROPERTIES INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.79 |
|
COLLAGEN MATRIX |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
12.78 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
12.78 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2050 FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
28.29 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
24.45 |
|
MASS MUTUAL LIFE INSURANCE CO |
|
1295 STATE ST |
|
SPRINGFIELD MA 01111-0001 |
|
|
13.16 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
|
|
MELTWATER NEWS US1, INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
9.84 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
9.83 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2050 FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
23.84 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
23.15 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
22.82 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
9.56 |
|
LINCOLN RETPLAN SERVICES COMPANY |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
9.12 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
8.21 |
|
JOHN HANCOCK LIFE INSURANCE CO |
|
200 BERKELEY ST |
|
BOSTON MA 02116-5023 |
|
|
6.91 |
|
GREAT-WEST TRUST CO LLC |
|
8525 E ORCHARD RD |
|
GREENWOOD VLG CO 80111-5002 |
|
|
6.76 |
|
VRSCO |
|
2727A ALLEN PKWY # 4-D1 |
|
HOUSTON TX 77019-2107 |
|
|
6.49 |
|
AIGFSG |
|
2727A ALLEN PKWY # 4-D1 |
|
HOUSTON TX 77019-2107 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2050 FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
61.85 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
10.23 |
|
RELIANCE TRUST CO |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
9.34 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
6.09 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
5.26 |
|
GREAT-WEST TRUST CO LLC |
|
8515 E ORCHARD RD 2T2 |
|
GREENWOOD VLG CO 80111-5002 |
C - 19
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2050 FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
31.17 |
|
T ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
13.52 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
11.43 |
|
MATRIX TRUST COMPANY CUST |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
10.55 |
|
ROMAN CATHOLIC ARCHDIOCESE OF INDPL |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
10.16 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2055 FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
17.68 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
13.22 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
53.08 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2055 FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
33.64 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
10.14 |
|
MASSACHUSETTS FINANCIAL SERVICES COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON MA 02199-7632 |
|
|
9.30 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
8.04 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
5.65 |
|
ANDREA E CAMUT |
|
728 SUMMERLEA ST APT 2 |
|
PITTSBURGH PA 15232-2547 |
|
|
30.31 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2055 FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
9.85 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
5.20 |
|
DIANE R CARON |
|
106 TOWN FARM RD |
|
WESTMINSTER MA 01473-1063 |
|
|
5.09 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
72.18 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2055 FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
26.27 |
|
MASSACHUSETTS FINANCIAL SERVICES COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON MA 02199-7632 |
|
|
21.12 |
|
AMANDA S HENDLEY |
|
4175 VALLEY TRAIL DR SE |
|
ATLANTA GA 30339-4642 |
|
|
12.02 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
5.96 |
|
GREGORY M HESSLER |
|
8416 ALVA AVE SW |
|
LAKEWOOD WA 98498-3614 |
|
|
55.30 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2055 FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
87.07 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
14.54 |
|
COLLAGEN MATRIX |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
7.30 |
|
C & C PAVING COMPANY INC. |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
C - 20
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2055 FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
31.49 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
29.15 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
29.15 |
|
MELTWATER NEWS US1, INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
23.75 |
|
MASS MUTUAL LIFE INSURANCE CO |
|
1295 STATE ST |
|
SPRINGFIELD MA 01111-0001 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2055 FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
25.86 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
23.79 |
|
RELIANCE TRUST CO |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
22.97 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
11.79 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
9.05 |
|
JOHN HANCOCK LIFE INSURANCE CO USA |
|
200 BERKELEY ST |
|
BOSTON MA 02116-5023 |
|
|
7.91 |
|
GREAT-WEST TRUST CO LLC |
|
8525 E ORCHARD RD |
|
GREENWOOD VLG CO 80111-5002 |
|
|
5.31 |
|
JOHN HANCOCK TRUST CO LLC |
|
690 CANTON ST STE 100 |
|
WESTWOOD MA 02090-2324 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2055 FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
62.36 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
12.81 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
8.11 |
|
SMC CORPORATION |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
8.32 |
|
GREAT-WEST TRUST CO LLC |
|
8515 E ORCHARD RD 2T2 |
|
GREENWOOD VLG CO 80111-5002 |
|
|
5.39 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2055 FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
28.71 |
|
T ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
17.04 |
|
MATRIX TRUST COMPANY |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
15.61 |
|
ROMAN CATHOLIC ARCHDIOCESE OF INDPL |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
12.89 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
8.66 |
|
PIMS/PRUDENTIAL RETPLAN |
|
8441 GULF FWY |
|
HOUSTON TX 77017-5000 |
|
|
8.66 |
|
010 IBEW LOCAL UNION NO 716 |
|
8441 GULF FWY |
|
HOUSTON TX 77017-5000 |
|
|
8.56 |
|
GREAT-WEST TRUST COMPANY LLC |
|
8515 E ORCHARD RD 2T2 |
|
GREENWOOD VLG CO 80111-5002 |
|
|
5.71 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
C - 21
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2060 FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
41.58 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
8.01 |
|
HAROLD KEITH WALDRIP |
|
204 W 2ND ST |
|
CLARKSDALE MS 38614-4018 |
|
|
5.70 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
42.68 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2060 FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
43.93 |
|
MASSACHUSETTS FINANCIAL SERVICES COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON MA 02199-7632 |
|
|
23.35 |
|
SETH M EGGERT |
|
15585 HALSEY AVE |
|
CARVER MN 55315-9654 |
|
|
13.78 |
|
JEFFREY J REHFELDT |
|
2507 SHADY LN |
|
ROCKFORD IL 61107-1030 |
|
|
12.23 |
|
KAREN K EDMONSON |
|
170 GOFF RD |
|
CLARKSDALE MS 38614-9094 |
|
|
54.01 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2060 FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
13.33 |
|
MASSACHUSETTS FINANCIAL SERVICES COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON MA 02199-7632 |
|
|
12.60 |
|
PAI TRUST COMPANY INC |
|
1300 ENTERPRISE DR |
|
DE PERE WI 54115-4934 |
|
|
12.29 |
|
CARMOUCHE AND ASSOCIATES, LLC |
|
1300 ENTERPRISE DR |
|
DE PERE WI 54115-4934 |
|
|
6.93 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
60.70 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2060 FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
49.16 |
|
MASSACHUSETTS FINANCIAL SERVICES COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON MA 02199-7632 |
|
|
27.62 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
14.15 |
|
DEANNA ANDERSON |
|
1 DOW LN |
|
WINDHAM ME 04062-4371 |
|
|
18.58 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2060 FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
100.00 |
|
MASSACHUSETTS FINANCIAL SERVICES COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2060 FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
31.93 |
|
RELIANCE TRUST CO |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
31.93 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
21.27 |
|
MASSACHUSETTS MUTUAL INSURANCE COM |
|
1295 STATE STREET |
|
SPRINGFIELD MA 01111-0001 |
|
|
20.67 |
|
VOYA RETIREMENT INS & ANNUITY CO |
|
1 ORANGE WAY B3N |
|
WINDSOR CT 06095-4773 |
|
|
7.48 |
|
DCGT |
|
711 HIGH ST |
|
DES MOINES IA 50392-0001 |
|
|
5.34 |
|
MASSACHUSETTS FINANCIAL SERVICES COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON MA 02199-7632 |
C - 22
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME 2060 FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
31.42 |
|
RELIANCE TRUST CO |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
31.42 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
21.50 |
|
JOHN HANCOCK LIFE INSURANCE CO |
|
200 BERKELEY ST |
|
BOSTON MA 02116-5023 |
|
|
14.82 |
|
STATE STREET BANK & TRUST CO |
|
440 MAMARONECK AVE |
|
HARRISON NY 10528 |
|
|
12.17 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
9.07 |
|
JOHN HANCOCK TRUST CO LLC |
|
690 CANTON ST STE 100 |
|
WESTWOOD MA 02090-2324 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2060 FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
79.31 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
8.98 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
8.12 |
|
SMC CORPORATION |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME 2060 FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
28.50 |
|
T ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
16.19 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
10.46 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
8.26 |
|
MATRIX TRUST COMPANY |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
5.88 |
|
COUTTS BROTHERS |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
5.13 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
22.45 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
13.63 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
10.85 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
8.97 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
5.24 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
15.51 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
19.43 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
15.92 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
10.84 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
7.06 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
29.29 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
C - 23
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
60.05 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
6.53 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
6.30 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
5.80 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
5.47 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS 529A |
|
12.62 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
87.38 |
|
MFS 529 SAVINGS PLAN |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS 529B |
|
97.91 |
|
MFS 529 SAVINGS PLAN |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS 529C |
|
13.66 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
85.88 |
|
MFS 529 SAVINGS PLAN |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
17.26 |
|
JOSEPH C FLAHERTY JR & EVA M FLAHERTY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
16.53 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
16.15 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
11.36 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
5.83 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
5.76 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
43.08 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
43.08 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
41.37 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
9.90 |
|
ENGINEERING SOCIETY OF BALTIMORE |
|
ENGINEERING SOCIETY OF BALTIMO 401( |
|
|
|
|
8.01 |
|
PATRICIA SUAREZ FBO AVCOM AVIONICS & INSTRUMENTS |
|
8400 NW 30TH TER |
|
MIAMI FL 33122-1911 |
C - 24
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
31.65 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.39 |
|
PISA BIOPHARM INC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
24.71 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
24.27 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
17.05 |
|
MASS MUTUAL LIFE INSURANCE CO |
|
1295 STATE ST |
|
SPRINGFIELD MA 01111-0001 |
|
|
5.57 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
27.52 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
27.34 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
17.20 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
17.10 |
|
JOHN HANCOCK LIFE INSURANCE CO |
|
200 BERKELEY ST |
|
BOSTON MA 02116-5023 |
|
|
8.22 |
|
LINCOLN RETPLAN SERVICES COMPANY |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
7.77 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
42.67 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
17.52 |
|
GREAT-WEST TRUST CO LLC |
|
8525 E ORCHARD RD |
|
GREENWOOD VLG CO 80111-5002 |
|
|
14.89 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
8.64 |
|
SMC CORPORATION |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
5.52 |
|
CHAMPION CHEVROLET |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
7.71 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
7.18 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
7.42 |
|
MITRA & CO |
|
4900 W BROWN DEER RD |
|
MILWAUKEE WI 53223-2422 |
|
|
|
|
|
|
|
|
|
MFS LIFETIME INCOME FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
42.42 |
|
T ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
4515 PAINTERS MILL RD |
|
OWINGS MILLS MD 21117-4903 |
|
|
14.35 |
|
MATRIX TRUST COMPANY |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
14.13 |
|
ROMAN CATHOLIC ARCHDIOCESE OF INDPL |
|
PO BOX 52129 |
|
PHOENIX AZ 85072-2129 |
|
|
9.30 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
7.69 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
5.43 |
|
JOHN HANCOCK TRUST CO LLC |
|
690 CANTON ST STE 100 |
|
WESTWOOD MA 02090-2324 |
C - 25
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
51.72 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
15.59 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
6.61 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
24.03 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
14.61 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
13.08 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
7.90 |
|
RBC CAPITAL MARKETS LLC |
|
510 MARQUETTE AVE S |
|
MINNEAPOLIS MN 55402-1110 |
|
|
21.56 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
11.48 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
10.89 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
10.45 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
9.15 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
8.83 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
7.46 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
6.49 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
13.37 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS 529A |
|
11.76 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
88.21 |
|
MFS 529 SAVINGS PLAN |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS 529B |
|
98.02 |
|
MFS 529 SAVINGS PLAN |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS 529C |
|
12.90 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
87.10 |
|
MFS 529 SAVINGS PLAN |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
C - 26
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
25.69 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
12.84 |
|
UBS WM USA |
|
1000 HARBOR BLVD FL 6 |
|
WEEHAWKEN NJ 07086-6761 |
|
|
10.37 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
8.92 |
|
MORGAN STANLEY SMITH BARNEY |
|
1 NEW YORK PLAZA FL 12 |
|
NEW YORK NY 10004-1901 |
|
|
8.62 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
8.33 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
|
|
|
|
|
|
|
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
85.68 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
85.68 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
5.86 |
|
JACALYN BARNETT FBO LAW FIRM OF JACALYN F BARNETT |
|
15 E 91ST ST |
|
NEW YORK NY 10128-0648 |
|
|
|
|
|
|
|
|
|
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
62.54 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
62.54 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
13.03 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
5.66 |
|
CASE ESTATE & ELDER LAW PC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
11.87 |
|
MATRIX TRUST COMPANY |
|
717 17TH ST STE 1300 |
|
DENVER CO 80202-3304 |
|
|
6.02 |
|
ALICEA POLETTE TRUSTEE FBO O B HILL TRUCKING & RIGGING CO INC |
|
8515 E ORCHARD RD # 2T2 |
|
GREENWOOD VLG CO 80111-5002 |
|
|
|
|
|
|
|
|
|
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
34.88 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
22.48 |
|
QVINE CORPORATION |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
12.40 |
|
MIKE SHAW AUTOMOTIVE |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
30.43 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
30.43 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
29.64 |
|
ASCENSUS TRUST COMPANY |
|
PO BOX 10758 |
|
FARGO ND 58106-0758 |
|
|
27.66 |
|
LEBLANC & ASSOCIATES |
|
PO BOX 10758 |
|
FARGO ND 58106-0758 |
|
|
88.74 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
|
|
|
|
|
|
|
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
58.90 |
|
WESTERN RESERVE HOSPITAL, LLC |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
18.37 |
|
THE A. I. ROOT COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
9.42 |
|
CARPETMASTER OF LATHAM LTD |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
11.23 |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
|
|
11.23 |
|
ENGINEERED SYSTEMS, INC. |
|
100 MAGELLAN WAY |
|
COVINGTON KY 41015-1999 |
C - 27
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
82.09 |
|
STATE STREET BANK AS CUSTODIAN OF1 |
|
200 NEWPORT AVENUE EXT |
|
NORTH QUINCY MA 02171-2102 |
|
|
47.29 |
|
MFS CONSERVATIVE ALLOCATION FUND |
|
200 NEWPORT AVENUE EXT |
|
NORTH QUINCY MA 02171-2102 |
|
|
18.70 |
|
MFS LIFETIME INCOME FUND |
|
200 NEWPORT AVENUE EXT |
|
NORTH QUINCY MA 02171-2102 |
|
|
10.21 |
|
MFS LIFETIME 2020 FUND |
|
200 NEWPORT AVENUE EXT |
|
NORTH QUINCY MA 02171-2102 |
|
|
5.89 |
|
MFS LIFETIME 2025 FUND |
|
200 NEWPORT AVENUE EXT |
|
NORTH QUINCY MA 02171-2102 |
|
|
13.76 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
|
|
|
|
|
|
|
MFS MUNICIPAL LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
59.55 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
7.42 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
7.18 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
6.30 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
|
|
|
|
|
|
|
MFS MUNICIPAL LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
38.20 |
|
RAYMOND JAMES |
|
880 CARILLON PKWY |
|
ST PETERSBURG FL 33716-1102 |
|
|
22.23 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
13.29 |
|
RBC CAPITAL MARKETS LLC |
|
510 MARQUETTE AVE S |
|
MINNEAPOLIS MN 55402-1110 |
|
|
10.22 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
7.53 |
|
SETH A BAUMBERGER |
|
11364 SADDLEWOOD LN |
|
PAINESVILLE OH 44077-8937 |
|
|
7.53 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS MUNICIPAL LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
28.12 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
13.29 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
9.14 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
9.11 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
6.71 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
6.41 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
5.63 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
C - 28
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS MUNICIPAL LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
26.18 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
15.17 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
13.50 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
9.66 |
|
MORGAN STANLEY SMITH BARNEY |
|
1 NEW YORK PLAZA FL 12 |
|
NEW YORK NY 10004-1901 |
|
|
8.09 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
|
|
|
|
|
|
|
MFS MUNICIPAL LIMITED MATURITY FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
98.57 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
|
|
|
|
|
|
|
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS A |
|
73.02 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
11.63 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
|
|
|
|
|
|
|
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS B |
|
23.77 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
13.37 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
11.12 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
11.09 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
7.03 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
16.96 |
|
MFS HERITAGE TRUST COMPANY |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS C |
|
22.47 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
18.87 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
15.06 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
9.16 |
|
WELLS FARGO CLEARING SERVICES LLC |
|
2801 MARKET ST |
|
SAINT LOUIS MO 63103-2523 |
|
|
7.48 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
5.83 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
|
|
|
|
|
|
|
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS 529A |
|
35.42 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
7.79 |
|
KEVIN A CONN |
|
230 MOUNT VERNON ST |
|
WEST NEWTON MA 02465-2519 |
|
|
64.57 |
|
MFS 529 SAVINGS PLAN |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
C - 29
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS 529B |
|
17.52 |
|
MACKENZIE K HARDER |
|
4205 GREAT OAK CIR |
|
GRANITE BAY CA 95746-4801 |
|
|
10.68 |
|
SCOTT R MILLER |
|
331 E FREMONT DR |
|
TEMPE AZ 85282-6933 |
|
|
7.71 |
|
KATHRYN JEWETT |
|
6816 CLORE LAKE RD |
|
CRESTWOOD KY 40014-6534 |
|
|
7.67 |
|
SALIM KARAM |
|
2497 SW LINNEMAN DR |
|
GRESHAM OR 97080-6344 |
|
|
7.00 |
|
TAMARA J BYBEE |
|
3152 SHAY WAY |
|
NYSSA OR 97913-5051 |
|
|
6.47 |
|
GUADALUPE G MAHLER |
|
1604 FALCON AVE |
|
MCALLEN TX 78504-3437 |
|
|
6.02 |
|
THANH N DU |
|
1 BILLYS WAY |
|
LEICESTER MA 01524-1883 |
|
|
5.97 |
|
MARCIA F KELLY |
|
98 SE 75TH AVE |
|
PORTLAND OR 97215-1452 |
|
|
5.42 |
|
OLGA P ARDILA-LUDWIG |
|
10 REBECCA CT |
|
RANDOLPH NJ 07869-3720 |
|
|
5.22 |
|
MANZOOR A MANZER |
|
3505 SE SUNRISE DR |
|
CAMAS WA 98607-9418 |
|
|
98.92 |
|
MFS 529 SAVINGS PLAN |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS 529C |
|
24.70 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
6.01 |
|
VANESSA A WILKINS |
|
69620 OLD BARN CT |
|
SISTERS OR 97759-9644 |
|
|
5.60 |
|
LESA B NEUGENT |
|
6731 158TH ST W |
|
APPLE VALLEY MN 55124-6529 |
|
|
75.30 |
|
MFS 529 SAVINGS PLAN |
|
111 HUNTINGTON AVENUE |
|
BOSTON, MA 02199-7632 |
|
|
|
|
|
|
|
|
|
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS I |
|
25.00 |
|
AMERICAN ENTERPRISE INVESTMENT |
|
707 2ND AVE S |
|
MINNEAPOLIS MN 55402-2405 |
|
|
19.48 |
|
MERRILL LYNCH PIERCE
|
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
10.60 |
|
NATIONAL FINANCIAL SERVICES LLC |
|
499 WASHINGTON BLVD |
|
JERSEY CITY NJ 07310-1995 |
|
|
10.08 |
|
LPL FINANCIAL |
|
4707 EXECUTIVE DR |
|
SAN DIEGO CA 92121-3091 |
|
|
8.39 |
|
PERSHING LLC |
|
1 PERSHING PLZ |
|
JERSEY CITY NJ 07399-0002 |
|
|
6.81 |
|
SEI PRIVATE TRUST CO |
|
1 FREEDOM VALLEY DR |
|
OAKS PA 19456-9989 |
|
|
|
|
|
|
|
|
|
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS R1 |
|
41.87 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
41.87 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
23.77 |
|
JINA PHARMACEUTICALS INC |
|
8515 E ORCHARD RD # 2T2 |
|
GREENWOOD VLG CO 80111-5002 |
|
|
8.85 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
6.20 |
|
MATRIX TRUST COMPANY |
|
717 17TH ST STE 1300 |
|
DENVER CO 80202-3304 |
C - 30
FUND and CLASS NAME |
|
PERCENTAGE
|
|
NAME and ADDRESS of INVESTOR |
||||
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS R2 |
|
44.73 |
|
TALCOTT RESOLUTION LIFE INS CO |
|
PO BOX 5051 |
|
HARTFORD CT 06102-5051 |
|
|
23.66 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
23.66 |
|
MASSMUTUAL |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
7.67 |
|
LINCOLN RETIREMENT SERVICES COMPANY |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
7.02 |
|
CALAIS REG HOSP |
|
PO BOX 7876 |
|
FORT WAYNE IN 46801-7876 |
|
|
5.42 |
|
MID ATLANTIC TRUST COMPANY |
|
1251 WATERFRONT PL STE 525 |
|
PITTSBURGH PA 15222-4228 |
|
|
|
|
|
|
|
|
|
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS R3 |
|
21.33 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
20.97 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
12.91 |
|
JOHN HANCOCK TRUST CO LLC |
|
690 CANTON ST STE 100 |
|
WESTWOOD MA 02090-2324 |
|
|
10.18 |
|
TALCOTT RESOLUTION LIFE INS CO |
|
PO BOX 5051 |
|
HARTFORD CT 06102-5051 |
|
|
7.24 |
|
VOYA INSTITUTIONAL TRUST CO |
|
30 BRAINTREE HILL PARK |
|
BRAINTREE MA 02184-8747 |
|
|
6.41 |
|
GREAT-WEST TRUST COMPANY LLC TTEE F |
|
8525 E ORCHARD RD |
|
GREENWOOD VLG CO 80111-5002 |
|
|
5.12 |
|
WELLS FARGO BANK |
|
1525 WEST WT HARRIS BLVD |
|
CHARLOTTE NC 28262-8522 |
|
|
|
|
|
|
|
|
|
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS R4 |
|
36.47 |
|
JOHN HANCOCK TRUST COMPANY LLC |
|
690 CANTON ST STE 100 |
|
WESTWOOD MA 02090-2324 |
|
|
18.86 |
|
DCGT |
|
711 HIGH ST |
|
DES MOINES IA 50392-0001 |
|
|
12.07 |
|
SUNTRUST BANK |
|
8515 E ORCHARD RD # 2T2 |
|
GREENWOOD VLG CO 80111-5002 |
|
|
11.91 |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC |
|
4800 DEER LAKE DR E |
|
JACKSONVILLE FL 32246-6484 |
|
|
6.27 |
|
RELIANCE TRUST CO |
|
PO BOX 48529 |
|
ATLANTA GA 30362-1529 |
|
|
6.27 |
|
MASSMUTUAL |
|
PO BOX 28004 |
|
ATLANTA GA 30358-0004 |
|
|
|
|
|
|
|
|
|
MFS TOTAL RETURN BOND FUND |
|
|
|
|
|
|
|
|
CLASS R6 |
|
38.90 |
|
EDWARD D JONES & CO |
|
12555 MANCHESTER RD |
|
SAINT LOUIS MO 63131-3710 |
|
|
39.03 |
|
STATE STREET BANK1 |
|
200 NEWPORT AVENUE EXT |
|
NORTH QUINCY MA 02171-2102 |
|
|
17.30 |
|
MFS CONSERVATIVE ALLOCATION FUND |
|
200 NEWPORT AVENUE EXT |
|
NORTH QUINCY MA 02171-2102 |
|
|
16.23 |
|
MFS MODERATE ALLOCATION FUND |
|
200 NEWPORT AVENUE EXT |
|
NORTH QUINCY MA 02171-2102 |
|
|
5.50 |
|
MFS GROWTH ALLOCATION FUND |
|
200 NEWPORT AVENUE EXT |
|
NORTH QUINCY MA 02171-2102 |
1 State Street Bank is the record owner of shares of the Fund on behalf of certain investment companies advised by MFS.
C - 31
APPENDIX D - PORTFOLIO MANAGER(S)
Compensation
MFS philosophy is to align portfolio manager compensation with the goal to provide shareholders with long-term value through a collaborative investment process. Therefore, MFS uses long-term investment performance as well as contribution to the overall investment process and collaborative culture as key factors in determining portfolio manager compensation. In addition, MFS seeks to maintain total compensation programs that are competitive in the asset management industry in each geographic market where it has employees. MFS uses competitive compensation data to ensure that compensation practices are aligned with its goals of attracting, retaining, and motivating the highest-quality professionals.
MFS reviews portfolio manager compensation annually. In determining portfolio manager compensation, MFS uses quantitative means and qualitative means to help ensure a sustainable investment process. As of December 31, 2019, portfolio manager total cash compensation is a combination of base salary and performance bonus:
Base Salary Base salary generally represents a smaller percentage of portfolio manager total cash compensation than performance bonus.
Performance Bonus Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.
The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.
The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategys investment horizon. The fixed-length time periods include the portfolio managers full tenure on each fund and, when available, ten-, five-, and three-year periods. For portfolio managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (benchmarks). As of December 31, 2019, the following benchmarks were used to measure the following portfolio managers performance for the following Funds:
Fund |
|
Portfolio Manager |
|
Benchmark(s) |
MFS Corporate Bond Fund |
|
Alexander Mackey |
|
Bloomberg Barclays U.S. Credit Bond Index |
|
|
|
|
Lipper Corporate Debt Funds BBB-Rated |
|
|
Henry Peabody |
|
Bloomberg Barclays U.S. Credit Bond Index |
|
|
|
|
Lipper Corporate Debt Funds BBB-Rated |
|
|
Robert Persons |
|
Bloomberg Barclays U.S. Credit Bond Index |
|
|
|
|
Lipper Corporate Debt Funds BBB-Rated |
|
|
|
|
|
MFS Limited Maturity Fund |
|
Philipp Burgener |
|
Bloomberg Barclays 1-3 Year U.S. Government/Credit Bond Index |
|
|
|
|
Lipper Short Investment Grade Debt Funds |
|
|
Alexander Mackey |
|
Bloomberg Barclays 1-3 Year U.S. Government/Credit Bond Index |
|
|
|
|
Lipper Short Investment Grade Debt Funds |
|
|
|
|
|
MFS Municipal Limited Maturity Fund |
|
Jason Kosty |
|
Bloomberg Barclays 1-9 Year Municipal Bond Index |
|
|
|
|
Lipper Short-Intermediate Municipal Funds |
|
|
Geoffrey Schechter |
|
Bloomberg Barclays 1-9 Year Municipal Bond Index |
|
|
|
|
Lipper Short-Intermediate Municipal Funds |
|
|
|
|
|
MFS Total Return Bond Fund |
|
Alexander Mackey |
|
Bloomberg Barclays U.S. Aggregate Bond Index |
|
|
|
|
Lipper Core Bond Funds |
|
|
Joshua Marston |
|
Bloomberg Barclays U.S. Aggregate Bond Index |
|
|
|
|
Lipper Core Bond Funds |
|
|
Robert Persons |
|
Bloomberg Barclays U.S. Aggregate Bond Index |
|
|
|
|
Lipper Core Bond Funds |
Benchmarks may include versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, where appropriate.
The qualitative portion is based on the results of an annual internal peer review process (where portfolio managers are evaluated by other portfolio managers, analysts, and traders) and managements assessment of overall portfolio manager contribution to the MFS investment process and the client experience (distinct from fund and other account performance).
The performance bonus is generally a combination of cash and a deferred cash award. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager.
With respect to Mr. Joseph Flaherty, Jr., his compensation reflects his broader role within MFS as Chief Investment Risk Officer in addition to being a portfolio manager. His performance bonus is based on a combination of quantitative and qualitative factors, generally with more
D - 1
weight given to the former and less weight given to the latter. The quantitative portion is based on overall group investment performance and business performance metrics. The qualitative portion is based on the results of an annual internal review process conducted by the Chief Investment Officer which takes into account his broad leadership responsibilities. This performance bonus is generally a combination of cash and a deferred cash award. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager.
MFS Equity Plan Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.
Finally, portfolio managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. The percentage such benefits represent of any portfolio managers compensation depends upon the length of the individuals tenure at MFS and salary level, as well as other factors.
Ownership of Fund Shares
The following table shows the dollar range of equity securities of the Fund beneficially owned by the Funds portfolio manager(s) (including the value of any deferred cash award which is based on the performance of the Fund) as of the Funds fiscal year ended April 30, 2020. The following dollar ranges apply:
N. None
A. $1 $10,000
B. $10,001 $50,000
C. $50,001 $100,000
D. $100,001 $500,000
E. $500,001 $1,000,000
F. Over $1,000,000
Fund |
|
Portfolio Manager |
|
Dollar Range of Equity Securities in the Fund |
MFS Corporate Bond Fund |
|
Alexander Mackey |
|
A |
|
|
Henry Peabody |
|
N |
|
|
Robert Persons |
|
F |
|
|
|
|
|
MFS Lifetime 2020 Fund |
|
Joseph Flaherty, Jr. |
|
N |
|
|
Natalie Shapiro |
|
N |
|
|
|
|
|
MFS Lifetime 2025 Fund |
|
Joseph Flaherty, Jr. |
|
N |
|
|
Natalie Shapiro |
|
N |
|
|
|
|
|
MFS Lifetime 2030 Fund |
|
Joseph Flaherty, Jr. |
|
A |
|
|
Natalie Shapiro |
|
N |
|
|
|
|
|
MFS Lifetime 2035 Fund |
|
Joseph Flaherty, Jr. |
|
N |
|
|
Natalie Shapiro |
|
D |
|
|
|
|
|
MFS Lifetime 2040 Fund |
|
Joseph Flaherty, Jr. |
|
N |
|
|
Natalie Shapiro |
|
N |
|
|
|
|
|
MFS Lifetime 2045 Fund |
|
Joseph Flaherty, Jr. |
|
N |
|
|
Natalie Shapiro |
|
N |
|
|
|
|
|
MFS Lifetime 2050 Fund |
|
Joseph Flaherty, Jr. |
|
N |
|
|
Natalie Shapiro |
|
N |
|
|
|
|
|
MFS Lifetime 2055 Fund |
|
Joseph Flaherty, Jr. |
|
N |
D - 2
Fund |
|
Portfolio Manager |
|
Dollar Range of Equity Securities in the Fund |
|
|
Natalie Shapiro |
|
N |
|
|
|
|
|
MFS Lifetime 2060 Fund |
|
Joseph Flaherty, Jr. |
|
N |
|
|
Natalie Shapiro |
|
N |
|
|
|
|
|
MFS Lifetime Income Fund |
|
Joseph Flaherty, Jr. |
|
F |
|
|
Natalie Shapiro |
|
N |
|
|
|
|
|
MFS Limited Maturity Fund |
|
Philipp Burgener |
|
D |
|
|
Alexander Mackey |
|
E |
|
|
|
|
|
MFS Municipal Limited Maturity Fund |
|
Jason Kosty |
|
D |
|
|
Geoffrey Schechter |
|
F |
|
|
|
|
|
MFS Total Return Bond Fund |
|
Alexander Mackey |
|
N |
|
|
Joshua Marston |
|
D |
|
|
Robert Persons |
|
D |
D - 3
Other Accounts
In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or sub-advised by MFS or an affiliate. Wholly-owned subsidiaries of registered investment companies are not considered separate accounts for purposes of number of accounts and total assets managed. The number and assets of these accounts were as follows as of the Funds fiscal year ended April 30, 2020:
Fund |
|
Portfolio Manager |
|
Category of Accounts Managed |
|
Number of Accounts |
|
Total Assets |
|
|
|
|
|
|
|
|
|
MFS Corporate Bond Fund |
|
Alexander Mackey |
|
Registered Investment Companies1 |
|
15 |
|
$28.8 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
4 |
|
$2.3 billion |
|
|
|
|
Other Accounts |
|
7 |
|
$455.2 million |
|
|
Henry Peabody |
|
Registered Investment Companies1 |
|
11 |
|
$19.1 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
7 |
|
$3.1 billion |
|
|
|
|
Other Accounts |
|
8 |
|
$1.2 billion |
|
|
Robert Persons |
|
Registered Investment Companies1 |
|
18 |
|
$30.0 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
11 |
|
$4.3 billion |
|
|
|
|
Other Accounts |
|
11 |
|
$1.4 billion |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2020 Fund |
|
Joseph Flaherty |
|
Registered Investment Companies1 |
|
18 |
|
$20.7 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
Natalie Shapiro |
|
Registered Investment Companies1 |
|
21 |
|
$21.9 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2025 Fund |
|
Joseph Flaherty |
|
Registered Investment Companies1 |
|
18 |
|
$20.7 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
Natalie Shapiro |
|
Registered Investment Companies1 |
|
21 |
|
$21.9 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2030 Fund |
|
Joseph Flaherty |
|
Registered Investment Companies1 |
|
18 |
|
$20.7 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
Natalie Shapiro |
|
Registered Investment Companies1 |
|
21 |
|
$21.9 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2035 Fund |
|
Joseph Flaherty |
|
Registered Investment Companies1 |
|
18 |
|
$20.7 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
Natalie Shapiro |
|
Registered Investment Companies1 |
|
21 |
|
$21.9 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
D - 4
Fund |
|
Portfolio Manager |
|
Category of Accounts Managed |
|
Number of Accounts |
|
Total Assets |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2040 Fund |
|
Joseph Flaherty |
|
Registered Investment Companies1 |
|
18 |
|
$20.7 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
Natalie Shapiro |
|
Registered Investment Companies1 |
|
21 |
|
$21.9 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2045 Fund |
|
Joseph Flaherty |
|
Registered Investment Companies1 |
|
18 |
|
$20.7 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
Natalie Shapiro |
|
Registered Investment Companies1 |
|
21 |
|
$21.9 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2050 Fund |
|
Joseph Flaherty |
|
Registered Investment Companies1 |
|
18 |
|
$20.7 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
Natalie Shapiro |
|
Registered Investment Companies1 |
|
21 |
|
$21.9 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2055 Fund |
|
Joseph Flaherty |
|
Registered Investment Companies1 |
|
18 |
|
$20.7 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
Natalie Shapiro |
|
Registered Investment Companies1 |
|
21 |
|
$21.9 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2060 Fund |
|
Joseph Flaherty |
|
Registered Investment Companies1 |
|
18 |
|
$20.7 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
Natalie Shapiro |
|
Registered Investment Companies1 |
|
21 |
|
$21.9 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime Income Fund |
|
Joseph Flaherty |
|
Registered Investment Companies1 |
|
18 |
|
$20.7 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
|
|
Natalie Shapiro |
|
Registered Investment Companies1 |
|
21 |
|
$21.9 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
13 |
|
$501.2 million |
|
|
|
|
Other Accounts |
|
0 |
|
Not Applicable |
D - 5
Fund |
|
Portfolio Manager |
|
Category of Accounts Managed |
|
Number of Accounts |
|
Total Assets |
|
|
|
|
|
|
|
|
|
MFS Limited Maturity Fund |
|
Alexander Mackey |
|
Registered Investment Companies1 |
|
15 |
|
$28.8 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
4 |
|
$2.3 billion |
|
|
|
|
Other Accounts |
|
7 |
|
$455.2 million |
|
|
Philipp Burgener |
|
Registered Investment Companies1 |
|
6 |
|
$3.6 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
4 |
|
$1.5 billion |
|
|
|
|
Other Accounts |
|
1 |
|
$34.9 million |
|
|
|
|
|
|
|
|
|
MFS Municipal Limited Maturity Fund |
|
Geoffrey Schechter |
|
Registered Investment Companies1 |
|
14 |
|
$22.1 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
4 |
|
$768.1 million |
|
|
|
|
Other Accounts |
|
1 |
|
$244.2 million |
|
|
Jason Kosty |
|
Registered Investment Companies1 |
|
2 |
|
$7.1 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
1 |
|
$120.0 million |
|
|
|
|
Other Accounts |
|
1 |
|
$244.2 million |
|
|
|
|
|
|
|
|
|
MFS Total Return Bond Fund |
|
Alexander Mackey |
|
Registered Investment Companies1 |
|
15 |
|
$28.8 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
4 |
|
$2.3 billion |
|
|
|
|
Other Accounts |
|
7 |
|
$455.2 million |
|
|
Joshua Marston |
|
Registered Investment Companies1 |
|
10 |
|
$21.2 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
11 |
|
$3.1 billion |
|
|
|
|
Other Accounts |
|
24 |
|
$1.6 billion |
|
|
Robert Persons |
|
Registered Investment Companies1 |
|
18 |
|
$30.0 billion |
|
|
|
|
Other Pooled Investment Vehicles |
|
11 |
|
$4.3 billion |
|
|
|
|
Other Accounts |
|
11 |
|
$1.4 billion |
1 Includes the Fund.
Advisory fees are not based upon performance of any of the accounts identified in the table above.
Potential Conflicts of Interest
MFS seeks to identify potential conflicts of interest resulting from a portfolio managers management of both the Fund and other accounts, and has adopted policies and procedures designed to address such potential conflicts.
The management of multiple funds and accounts (including proprietary accounts) gives rise to conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances, there are securities which are suitable for the Funds portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. MFS trade allocation policies may give rise to conflicts of interest if the Funds orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the Funds investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.
When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or volume of the security as far as the Fund is concerned.
MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund, for instance, those that pay a higher advisory fee and/or have a performance adjustment and/or include an investment by the portfolio manager.
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APPENDIX E - PROXY VOTING POLICIES AND PROCEDURES
MASSACHUSETTS FINANCIAL SERVICES COMPANY
PROXY VOTING POLICIES AND PROCEDURES
February 1, 2020
Massachusetts Financial Services Company, MFS Institutional Advisors, Inc., MFS International (UK) Limited, MFS Heritage Trust Company, MFS Investment Management (Canada) Limited, MFS Investment Management Company (Lux) S.à r.l., MFS International Singapore Pte. Ltd., MFS Investment Management K.K., MFS International Australia Pty. Ltd.; and MFS other subsidiaries that perform discretionary investment management activities (collectively, MFS) have adopted proxy voting policies and procedures, as set forth below (MFS Proxy Voting Policies and Procedures), with respect to securities owned by the clients for which MFS serves as investment adviser and has the power to vote proxies, including the pooled investment vehicles sponsored by MFS (the MFS Funds). References to clients in these policies and procedures include the MFS Funds and other clients of MFS, such as funds organized offshore, sub-advised funds and separate account clients, to the extent these clients have delegated to MFS the responsibility to vote proxies on their behalf under the MFS Proxy Voting Policies and Procedures.
The MFS Proxy Voting Policies and Procedures include:
A. Voting Guidelines;
B. Administrative Procedures;
C Records Retention; and
D. Reports.
A. VOTING GUIDELINES
1. General Policy; Potential Conflicts of Interest
MFS policy is that proxy voting decisions are made in what MFS believes to be the best long-term economic interests of MFS clients, and not in the interests of any other party or in MFS corporate interests, including interests such as the distribution of MFS Fund shares and institutional client relationships.
MFS reviews corporate governance issues and proxy voting matters that are presented for shareholder vote by either management or shareholders of public companies. Based on the overall principle that all votes cast by MFS on behalf of its clients must be in what MFS believes to be the best long-term economic interests of such clients, MFS has adopted proxy voting guidelines, set forth below, that govern how MFS generally will vote on specific matters presented for shareholder vote.
As a general matter, MFS votes consistently on similar proxy proposals across all shareholder meetings. However, some proxy proposals, such as certain excessive executive compensation, environmental, social and governance matters, are analyzed on a case-by-case basis in light of all the relevant facts and circumstances of the proposal. Therefore, MFS may vote similar proposals differently at different shareholder meetings based on the specific facts and circumstances of the issuer or the terms of the proposal. In addition, MFS also reserves the right to override the guidelines with respect to a particular proxy proposal when such an override is, in MFS best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS clients.
While MFS generally votes consistently on the same matter when securities of an issuer are held by multiple client portfolios, MFS may vote differently on the matter for different client portfolios under certain circumstances. One reason
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why MFS may vote differently is if MFS has received explicit voting instructions to vote differently from a client for its own account. Likewise, MFS may vote differently if the portfolio management team responsible for a particular client account believes that a different voting instruction is in the best long-term economic interest of such account.
From time to time, MFS may receive comments on the MFS Proxy Voting Policies and Procedures from its clients. These comments are carefully considered by MFS when it reviews these MFS Proxy Voting Policies and Procedures and revises them as appropriate, in MFS sole judgment.
These policies and procedures are intended to address any potential material conflicts of interest on the part of MFS or its subsidiaries that are likely to arise in connection with the voting of proxies on behalf of MFS clients. If such potential material conflicts of interest do arise, MFS will analyze, document and report on such potential material conflicts of interest (see Sections B.2 and D below), and shall ultimately vote the relevant proxies in what MFS believes to be the best long-term economic interests of its clients. The MFS Proxy Voting Committee is responsible for monitoring and reporting with respect to such potential material conflicts of interest.
MFS is also a signatory to the Principles for Responsible Investment. In developing these guidelines, MFS considered environmental, social and corporate governance issues in light of MFS fiduciary obligation to vote proxies in the best long-term economic interest of its clients.
2. MFS Policy on Specific Issues
Election of Directors
MFS believes that good governance should be based on a board with at least a simple majority of directors who are independent of management, and whose key committees (e.g., compensation, nominating, and audit committees) consist entirely of independent directors. While MFS generally supports the boards nominees in uncontested or non-contentious elections, we will not support a nominee to a board of a U.S. issuer (or issuer listed on a U.S. exchange) if, as a result of such nominee being elected to the board, the board would consist of a simple majority of members who are not independent or, alternatively, the compensation, nominating (including instances in which the full board serves as the compensation or nominating committee) or audit committees would include members who are not independent. Likewise, we will evaluate nominees for a board of a U.S. issuer with a lead independent director whose overall tenure on the board exceeds twenty (20) years on a case-by-case basis.
MFS will also not support a nominee to a board if we can determine that he or she attended less than 75% of the board and/or relevant committee meetings in the previous year without a valid reason stated in the proxy materials or other company communications. In addition, MFS may not support some or all nominees standing for re-election to a board if we can determine: (1) the board or its compensation committee has re-priced or exchanged underwater stock options since the last annual meeting of shareholders and without shareholder approval; (2) the board or relevant committee has not taken adequately responsive action to an issue that received majority support or opposition from shareholders; (3) the board has implemented a poison pill without shareholder approval since the last annual meeting and such poison pill is not on the subsequent shareholder meetings agenda, (including those related to net-operating loss carry-forwards); (4) the board or relevant committee has failed to adequately oversee risk by allowing the hedging and/or significant pledging of company shares by executives; or (5) there are governance concerns with a director or issuer.
MFS also believes that a well-balanced board with diverse perspectives is a foundation for sound corporate governance. MFS will generally vote against the chair of the nominating and governance committee or equivalent position at any U.S., Canadian or European company whose board is comprised of less than 15% female directors. MFS may consider, among other factors, whether the company is transitioning towards increased board gender diversity in determining MFS final voting decision. While MFS guideline currently pertains to U.S., Canadian and European companies, we generally believe greater female representation on boards is needed globally. As a result, we may increase the minimum percentage of gender diverse directors on company boards and/or expand our policy to other markets to reinforce this expectation.
MFS believes that the size of the board can have an effect on the boards ability to function efficiently. While MFS evaluates board size on a case-by-case basis, we will typically vote against the chair of the nominating and governance committee in instances where the size of the board is greater than sixteen (16) members.
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For a director who is not a CEO of a public company, MFS will vote against a nominee who serves on more than four (4) public company boards in total. For a director who is also a CEO of a public company, MFS will vote against a nominee who serves on more than two (2) public-company boards in total. MFS may consider exceptions to this policy if: (i) the company has disclosed the directors plans to step down from the number of public company boards exceeding four (4) or two (2), as applicable, within a reasonable time; or (ii) the director exceeds the permitted number of public company board seats solely due to either his/her board service on an affiliated company (e.g., a subsidiary), or service on more than one investment company within the same investment company complex (as defined by applicable law). With respect to a director who serves as a CEO of a public company, MFS will support his or her re-election to the board of the company for which he or she serves as CEO.
MFS may not support certain board nominees of U.S. issuers under certain circumstances where MFS deems compensation to be egregious due to pay-for-performance issues and/or poor pay practices. Please see the section below titled MFS Policy on Specific Issues - Advisory Votes on Executive Compensation for further details.
MFS evaluates a contested or contentious election of directors on a case-by-case basis considering the long-term financial performance of the company relative to its industry, managements track record, the qualifications of all nominees, and an evaluation of what each side is offering shareholders.
Majority Voting and Director Elections
MFS votes for reasonably crafted proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors (including binding resolutions requesting that the board amend the companys bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats (e.g., contested elections) (Majority Vote Proposals).
Classified Boards
MFS generally supports proposals to declassify a board (i.e., a board in which only one-third of board members is elected each year) for all issuers other than for certain closed-end investment companies. MFS generally opposes proposals to classify a board for issuers other than for certain closed-end investment companies.
Proxy Access
MFS believes that the ability of qualifying shareholders to nominate a certain number of directors on the companys proxy statement (Proxy Access) may have corporate governance benefits. However, such potential benefits must be balanced by its potential misuse by shareholders. Therefore, we support Proxy Access proposals at U.S. issuers that establish an ownership criteria of 3% of the company held continuously for a period of 3 years. In our view, such qualifying shareholders should have the ability to nominate at least 2 directors. Companies should be mindful of imposing any undue impediments within its bylaws that may render Proxy Access impractical, including re-submission thresholds for director nominees via Proxy Access.
MFS analyzes all other proposals seeking Proxy Access on a case-by-case basis. In its analysis, MFS will consider the proposed ownership criteria for qualifying shareholders (such as ownership threshold and holding period) as well as the proponents rationale for seeking Proxy Access.
Stock Plans
MFS opposes stock option programs and restricted stock plans that provide unduly generous compensation for officers, directors or employees, or that could result in excessive dilution to other shareholders. As a general guideline, MFS votes against restricted stock, stock option, non-employee director, omnibus stock plans and any other stock plan if all such plans for a particular company involve potential dilution, in the aggregate, of more than 15%. However, MFS will also vote against stock plans that involve potential dilution, in aggregate, of more than 10% at U.S. issuers that are listed in the Standard and Poors 100 index as of December 31 of the previous year. In the cases where a stock plan amendment is seeking qualitative changes and not additional shares, MFS will vote its shares on a case-by-case basis.
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MFS also opposes stock option programs that allow the board or the compensation committee to re-price underwater options or to automatically replenish shares without shareholder approval. MFS also votes against stock option programs for officers, employees or non-employee directors that do not require an investment by the optionee, that give free rides on the stock price, or that permit grants of stock options with an exercise price below fair market value on the date the options are granted. MFS will consider proposals to exchange existing options for newly issued options, restricted stock or cash on a case-by-case basis, taking into account certain factors, including, but not limited to, whether there is a reasonable value-for-value exchange and whether senior executives are excluded from participating in the exchange.
MFS supports the use of a broad-based employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and do not result in excessive dilution.
Shareholder Proposals on Executive Compensation
MFS believes that competitive compensation packages are necessary to attract, motivate and retain executives. However, MFS also recognizes that certain executive compensation practices can be excessive and not in the best, long-term economic interest of a companys shareholders. We believe that the election of an issuers board of directors (as outlined above), votes on stock plans (as outlined above) and advisory votes on pay (as outlined below) are typically the most effective mechanisms to express our view on a companys compensation practices.
MFS generally opposes shareholder proposals that seek to set rigid restrictions on executive compensation as MFS believes that compensation committees should retain some flexibility to determine the appropriate pay package for executives. Although we support linking executive stock option grants to a companys performance, MFS also opposes shareholder proposals that mandate a link of performance-based pay to a specific metric. MFS generally supports reasonably crafted shareholder proposals that (i) require the issuer to adopt a policy to recover the portion of performance-based bonuses and awards paid to senior executives that were not earned based upon a significant negative restatement of earnings unless the company already has adopted a satisfactory policy on the matter, (ii) expressly prohibit the backdating of stock options, and (iii) prohibit the acceleration of vesting of equity awards upon a broad definition of a change-in-control (e.g., single or modified single-trigger).
Advisory Votes on Executive Compensation
MFS will analyze advisory votes on executive compensation on a case-by-case basis. MFS will vote against an issuers executive compensation practices if MFS determines that such practices are excessive or include incentive metrics or structures that are poorly aligned with the best, long-term economic interest of a companys shareholders. MFS will vote in favor of executive compensation practices if MFS has not determined that these practices are excessive or that the practices include incentive metrics or structures that are poorly aligned with the best, long-term economic interest of a companys shareholders. Examples of excessive executive compensation practices or poorly aligned incentives may include, but are not limited to, a pay-for-performance disconnect, a set of incentive metrics or a compensation plan structure that MFS believes may lead to a future pay-for-performance disconnect, employment contract terms such as guaranteed bonus provisions, unwarranted pension payouts, backdated stock options, overly generous hiring bonuses for chief executive officers, significant perquisites, or the potential reimbursement of excise taxes to an executive in regards to a severance package. In cases where MFS (i) votes against consecutive advisory pay votes, or (ii) determines that a particularly egregious excessive executive compensation practice has occurred, then MFS may also vote against certain or all board nominees. MFS may also vote against certain or all board nominees if an advisory pay vote for a U.S. issuer is not on the agenda, or the company has not implemented the advisory vote frequency supported by a plurality/majority of shareholders.
MFS generally supports proposals to include an advisory shareholder vote on an issuers executive compensation practices on an annual basis.
Golden Parachutes
From time to time, MFS may evaluate a separate, advisory vote on severance packages or golden parachutes to certain executives at the same time as a vote on a proposed merger or acquisition. MFS will support an advisory vote on a severance package on a case-by-case basis, and MFS may vote against the severance package regardless of whether MFS supports the proposed merger or acquisition.
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Shareholders of companies may also submit proxy proposals that would require shareholder approval of severance packages for executive officers that exceed certain predetermined thresholds. MFS votes in favor of such shareholder proposals when they would require shareholder approval of any severance package for an executive officer that exceeds a certain multiple of such officers annual compensation that is not determined in MFS judgment to be excessive.
Anti-Takeover Measures
In general, MFS votes against any measure that inhibits capital appreciation in a stock, including proposals that protect management from action by shareholders. These types of proposals take many forms, ranging from poison pills and shark repellents to super-majority requirements.
While MFS may consider the adoption of a prospective poison pill or the continuation of an existing poison pill on a case-by-case basis, MFS generally votes against such anti-takeover devices. MFS generally votes for proposals to rescind existing poison pills and proposals that would require shareholder approval to adopt prospective poison pills. MFS will also consider, on a case-by-case basis, proposals designed to prevent tenders which are disadvantageous to shareholders such as tenders at below market prices and tenders for substantially less than all shares of an issuer.
MFS will consider any poison pills designed to protect a companys net-operating loss carryforwards on a case-by-case basis, weighing the accounting and tax benefits of such a pill against the risk of deterring future acquisition candidates.
Proxy Contests
From time to time, a shareholder may express alternative points of view in terms of a companys strategy, capital allocation, or other issues. Such shareholder may also propose a slate of director nominees different than the slate of director nominees proposed by the company (a Proxy Contest). MFS will analyze Proxy Contests on a case-by-case basis, taking into consideration the track record and current recommended initiatives of both company management and the dissident shareholder(s). Like all of our proxy votes, MFS will support the slate of director nominees that we believe is in the best, long-term economic interest of our clients.
Reincorporation and Reorganization Proposals
When presented with a proposal to reincorporate a company under the laws of a different state, or to effect some other type of corporate reorganization, MFS considers the underlying purpose and ultimate effect of such a proposal in determining whether or not to support such a measure. MFS generally votes with management in regards to these types of proposals, however, if MFS believes the proposal is not in the best long-term economic interests of its clients, then MFS may vote against management (e.g., the intent or effect would be to create additional inappropriate impediments to possible acquisitions or takeovers).
Issuance of Stock
There are many legitimate reasons for the issuance of stock. Nevertheless, as noted above under Stock Plans, when a stock option plan (either individually or when aggregated with other plans of the same company) would substantially dilute the existing equity (e.g., by approximately 10-15% as described above), MFS generally votes against the plan. In addition, MFS typically votes against proposals where management is asking for authorization to issue common or preferred stock with no reason stated (a blank check) because the unexplained authorization could work as a potential anti-takeover device. MFS may also vote against the authorization or issuance of common or preferred stock if MFS determines that the requested authorization is excessive or not warranted.
Repurchase Programs
MFS supports proposals to institute share repurchase plans in which all shareholders have the opportunity to participate on an equal basis. Such plans may include a company acquiring its own shares on the open market, or a company making a tender offer to its own shareholders.
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Cumulative Voting
MFS opposes proposals that seek to introduce cumulative voting and for proposals that seek to eliminate cumulative voting. In either case, MFS will consider whether cumulative voting is likely to enhance the interests of MFS clients as minority shareholders.
Written Consent and Special Meetings
The right to call a special meeting or act by written consent can be a powerful tool for shareholders. As such, MFS supports proposals requesting the right for shareholders who hold at least 10% of the issuers outstanding stock to call a special meeting. MFS also supports proposals requesting the right for shareholders to act by written consent.
Independent Auditors
MFS believes that the appointment of auditors for U.S. issuers is best left to the board of directors of the company and therefore supports the ratification of the boards selection of an auditor for the company. Some shareholder groups have submitted proposals to limit the non-audit activities of a companys audit firm or prohibit any non-audit services by a companys auditors to that company. MFS opposes proposals recommending the prohibition or limitation of the performance of non-audit services by an auditor, and proposals recommending the removal of a companys auditor due to the performance of non-audit work for the company by its auditor. MFS believes that the board, or its audit committee, should have the discretion to hire the companys auditor for specific pieces of non-audit work in the limited situations permitted under current law.
Other Business
MFS generally votes against other business proposals as the content of any such matter is not known at the time of our vote.
Adjourn Shareholder Meeting
MFS generally supports proposals to adjourn a shareholder meeting if we support the other ballot items on the meetings agenda. MFS generally votes against proposals to adjourn a meeting if we do not support the other ballot items on the meetings agenda.
Environmental, Social and Governance (ESG) Issues
MFS believes that a companys ESG practices may have an impact on the companys long-term economic financial performance and will generally support proposals relating to ESG issues that MFS believes are in the best long-term economic interest of the companys shareholders. For those ESG proposals for which a specific policy has not been adopted, MFS considers such ESG proposals on a case-by-case basis. As a result, it may vote similar proposals differently at various shareholder meetings based on the specific facts and circumstances of such proposal.
MFS generally supports proposals that seek to remove governance structures that insulate management from shareholders (i.e., anti-takeover measures) or that seek to enhance shareholder rights. Many of these governance-related issues, including compensation issues, are outlined within the context of the above guidelines. In addition, MFS typically supports proposals that require an issuer to reimburse successful dissident shareholders (who are not seeking control of the company) for reasonable expenses that such dissident incurred in soliciting an alternative slate of director candidates. MFS also generally supports reasonably crafted shareholder proposals requesting increased disclosure around the companys use of collateral in derivatives trading. MFS typically supports proposals for an independent board chairperson. However, we may not support such proposals if we determine there to be an appropriate and effective counter-balancing leadership structure in place (e.g., a strong, independent lead director with an appropriate level of powers and duties). For any governance-related proposal for which an explicit guideline is not provided above, MFS will consider such proposals on a case-by-case basis and will support such proposals if MFS believes that it is in the best long-term economic interest of the companys shareholders.
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MFS generally supports proposals that request disclosure on the impact of environmental issues on the companys operations, sales, and capital investments. However, MFS may not support such proposals based on the facts and circumstances surrounding a specific proposal, including, but not limited to, whether (i) the proposal is unduly costly, restrictive, or burdensome, (ii) the company already provides publicly-available information that is sufficient to enable shareholders to evaluate the potential opportunities and risks that environmental matters pose to the companys operations, sales and capital investments, or (iii) the proposal seeks a level of disclosure that exceeds that provided by the companys industry peers. MFS will analyze all other environmental proposals on a case-by-case basis and will support such proposals if MFS believes such proposal is in the best long-term economic interest of the companys shareholders.
MFS will analyze social proposals on a case-by-case basis. MFS will support such proposals if MFS believes that such proposal is in the best long-term economic interest of the companys shareholders. Generally, MFS will support shareholder proposals that (i) seek to amend a companys equal employment opportunity policy to prohibit discrimination based on sexual orientation and gender identity; and (ii) request additional disclosure regarding a companys political contributions (including trade organizations and lobbying activity) (unless the company already provides publicly-available information that is sufficient to enable shareholders to evaluate the potential opportunities and risks that such contributions pose to the companys operations, sales and capital investments).
The laws of various states or countries may regulate how the interests of certain clients subject to those laws (e.g., state pension plans) are voted with respect to social issues. Thus, it may be necessary to cast ballots differently for certain clients than MFS might normally do for other clients.
Foreign Issuers
MFS generally supports the election of a director nominee standing for re-election in uncontested or non-contentious elections unless it can be determined that (1) he or she failed to attend at least 75% of the board and/or relevant committee meetings in the previous year without a valid reason given in the proxy materials; (2) since the last annual meeting of shareholders and without shareholder approval, the board or its compensation committee has re-priced underwater stock options; or (3) since the last annual meeting, the board has either implemented a poison pill without shareholder approval or has not taken responsive action to a majority shareholder approved resolution recommending that the poison pill be rescinded. In such circumstances, we will vote against director nominee(s).
Also, certain markets outside of the U.S. have adopted best practice guidelines relating to corporate governance matters (e.g., the United Kingdoms and Japan Corporate Governance Codes). Many of these guidelines operate on a comply or explain basis. As such, MFS will evaluate any explanations by companies relating to their compliance with a particular corporate governance guideline on a case-by-case basis and may vote against the board nominees or other relevant ballot item if such explanation is not satisfactory. While we incorporate market best practice guidelines and local corporate governance codes into our decision making for certain foreign issuers, we may apply additional standards than those promulgated in a local market if we believe such approach will advance market best practices. Specifically, in the Japanese market we will generally vote against certain director nominees where the board is not comprised of at least one-third independent directors as determined by MFS in its sole discretion. In some circumstances, MFS may submit a vote to abstain from certain director nominees or the relevant ballot items if we have concerns with the nominee or ballot item, but do not believe these concerns rise to the level where a vote against is warranted.
MFS generally supports the election of auditors, but may determine to vote against the election of a statutory auditor in certain markets if MFS reasonably believes that the statutory auditor is not truly independent.
Some international markets have also adopted mandatory requirements for all companies to hold shareholder votes on executive compensation. MFS will vote against such proposals if MFS determines that a companys executive compensation practices are excessive, considering such factors as the specific markets best practices that seek to maintain appropriate pay-for-performance alignment and to create long-term shareholder value. We may alternatively submit an abstention vote on such proposals in circumstances where our executive compensation concerns are not as severe.
Many other items on foreign proxies involve repetitive, non-controversial matters that are mandated by local law. Accordingly, the items that are generally deemed routine and which do not require the exercise of judgment under these guidelines (and therefore voted with management) for foreign issuers include, but are not limited to, the following: (i) receiving financial statements or other reports from the board; (ii) approval of declarations of dividends; (iii) appointment of shareholders to sign board meeting minutes; (iv) discharge of management and supervisory boards; and (v) approval of share repurchase programs (absent any anti-takeover or other concerns). MFS will evaluate all other items on proxies for foreign
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companies in the context of the guidelines described above, but will generally vote against an item if there is not sufficient information disclosed in order to make an informed voting decision. For any ballot item where MFS wishes to express a more moderate level of concern than a vote of against, we will cast a vote to abstain.
In accordance with local law or business practices, some foreign companies or custodians prevent the sale of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (share blocking). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior or subsequent to the meeting (e.g., one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the block restriction lifted early (e.g., in some countries shares generally can be unblocked up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuers transfer agent). Due to these restrictions, MFS must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods or in markets where some custodians may block shares, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, MFS will not vote those proxies in the absence of an unusual, significant vote that outweighs the disadvantage of being unable to sell the stock.
From time to time, governments may impose economic sanctions which may prohibit us from transacting business with certain companies or individuals. These sanctions may also prohibit the voting of proxies at certain companies or on certain individuals. In such instances, MFS will not vote at certain companies or on certain individuals if it determines that doing so is in violation of the sanctions.
In limited circumstances, other market specific impediments to voting shares may limit our ability to cast votes, including, but not limited to, late delivery of proxy materials, untimely vote cut-off dates, power of attorney and share re-registration requirements, or any other unusual voting requirements. In these limited instances, MFS votes securities on a best efforts basis in the context of the guidelines described above.
Mergers, Acquisitions & Other Special Transactions
MFS considers proposals with respect to mergers, acquisitions, sale of company assets, share and debt issuances and other transactions that have the potential to affect ownership interests on a case-by-case basis.
B. ADMINISTRATIVE PROCEDURES
1. MFS Proxy Voting Committee
The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which includes senior personnel from the MFS Legal and Global Investment and Client Support Departments as well as members of the investment team. The Proxy Voting Committee does not include individuals whose primary duties relate to client relationship management, marketing, or sales. The MFS Proxy Voting Committee:
a. Reviews these MFS Proxy Voting Policies and Procedures at least annually and recommends any amendments considered to be necessary or advisable;
b. Determines whether any potential material conflict of interest exists with respect to instances in which MFS (i) seeks to override these MFS Proxy Voting Policies and Procedures; (ii) votes on ballot items not governed by these MFS Proxy Voting Policies and Procedures; (iii) evaluates an excessive executive compensation issue in relation to the election of directors; or (iv) requests a vote recommendation from an MFS portfolio manager or investment analyst (e.g., mergers and acquisitions);
c. Considers special proxy issues as they may arise from time to time; and
d. Determines engagement priorities and strategies with respect to MFS proxy voting activities
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2. Potential Conflicts of Interest
The MFS Proxy Voting Committee is responsible for monitoring potential material conflicts of interest on the part of MFS or its subsidiaries that could arise in connection with the voting of proxies on behalf of MFS clients. Due to the client focus of our investment management business, we believe that the potential for actual material conflict of interest issues is small. Nonetheless, we have developed precautions to assure that all proxy votes are cast in the best long-term economic interest of shareholders.1 Other MFS internal policies require all MFS employees to avoid actual and potential conflicts of interests between personal activities and MFS client activities. If an employee (including investment professionals) identifies an actual or potential conflict of interest with respect to any voting decision (including the ownership of securities in their individual portfolio), then that employee must recuse himself/herself from participating in the voting process. Any significant attempt by an employee of MFS or its subsidiaries to unduly influence MFS voting on a particular proxy matter should also be reported to the MFS Proxy Voting Committee.
In cases where proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures, no material conflict of interest will be deemed to exist. In cases where (i) MFS is considering overriding these MFS Proxy Voting Policies and Procedures, (ii) matters presented for vote are not governed by these MFS Proxy Voting Policies and Procedures, (iii) MFS evaluates a potentially excessive executive compensation issue in relation to the election of directors or advisory pay or severance package vote, or (iv) a vote recommendation is requested from an MFS portfolio manager or investment analyst (e.g., mergers and acquisitions); (collectively, Non-Standard Votes); the MFS Proxy Voting Committee will follow these procedures:
a. Compare the name of the issuer of such proxy against a list of significant current (i) distributors of MFS Fund shares, and (ii) MFS institutional clients (the MFS Significant Distributor and Client List);
b. If the name of the issuer does not appear on the MFS Significant Distributor and Client List, then no material conflict of interest will be deemed to exist, and the proxy will be voted as otherwise determined by the MFS Proxy Voting Committee;
c. If the name of the issuer appears on the MFS Significant Distributor and Client List, then the MFS Proxy Voting Committee will be apprised of that fact and each member of the MFS Proxy Voting Committee will carefully evaluate the proposed vote in order to ensure that the proxy ultimately is voted in what MFS believes to be the best long-term economic interests of MFS clients, and not in MFS corporate interests; and
d. For all potential material conflicts of interest identified under clause (c) above, the MFS Proxy Voting Committee will document: the name of the issuer, the issuers relationship to MFS, the analysis of the matters submitted for proxy vote, the votes as to be cast and the reasons why the MFS Proxy Voting Committee determined that the votes were cast in the best long-term economic interests of MFS clients, and not in MFS corporate interests. A copy of the foregoing documentation will be provided to MFS Conflicts Officer.
The members of the MFS Proxy Voting Committee are responsible for creating and maintaining the MFS Significant Distributor and Client List, in consultation with MFS distribution and institutional business units. The MFS Significant Distributor and Client List will be reviewed and updated periodically, as appropriate.
For instances where MFS is evaluating a director nominee who also serves as a director/trustee of the MFS Funds, then the MFS Proxy Voting Committee will adhere to the procedures described in section (d) above regardless of whether the portfolio company appears on our Significant Distributor and Client List.
If an MFS client has the right to vote on a matter submitted to shareholders by Sun Life Financial, Inc. or any of its affiliates (collectively Sun Life), MFS will cast a vote on behalf of such MFS client as such client instructs or in the event that a client instruction is unavailable pursuant to the recommendations of Institutional Shareholder Services, Inc.s (ISS) benchmark policy, or as required by law. Likewise, if an MFS client has the right to vote on a matter submitted to shareholders by a public company for which an MFS Fund director/trustee serves as an executive officer, MFS will cast a vote on behalf of such MFS client as such client instructs or in the event that client instruction is unavailable pursuant to the recommendations of ISS or as required by law.
1 For clarification purposes, note that MFS votes in what we believe to be the best, long-term economic interest of our clients entitled to vote at the shareholder meeting, regardless of whether other MFS clients hold short positions in the same issuer.
E - 9
Except as described in the MFS Funds Prospectus, from time to time, certain MFS Funds (the top tier fund) may own shares of other MFS Funds (the underlying fund). If an underlying fund submits a matter to a shareholder vote, the top tier fund will generally vote its shares in the same proportion as the other shareholders of the underlying fund. If there are no other shareholders in the underlying fund, the top tier fund will vote in what MFS believes to be in the top tier funds best long-term economic interest. If an MFS client has the right to vote on a matter submitted to shareholders by a pooled investment vehicle advised by MFS (excluding those vehicles for which MFS role is primarily portfolio management and is overseen by another investment adviser), MFS will cast a vote on behalf of such MFS client in the same proportion as the other shareholders of the pooled investment vehicle.
3. Gathering Proxies
Most proxies received by MFS and its clients originate at Broadridge Financial Solutions, Inc. (Broadridge). Broadridge and other service providers, on behalf of custodians, send proxy related material to the record holders of the shares beneficially owned by MFS clients, usually to the clients proxy voting administrator or, less commonly, to the client itself. This material will include proxy ballots reflecting the shareholdings of Funds and of clients on the record dates for such shareholder meetings, as well as proxy materials with the issuers explanation of the items to be voted upon.
MFS, on behalf of itself and certain of its clients (including the MFS Funds) has entered into an agreement with an independent proxy administration firm pursuant to which the proxy administration firm performs various proxy vote related administrative services such as vote processing and recordkeeping functions. Except as noted below, the proxy administration firm for MFS and its clients, including the MFS Funds, is ISS. The proxy administration firm for MFS Development Funds, LLC is Glass, Lewis & Co., Inc. (Glass Lewis; Glass Lewis and ISS are each hereinafter referred to as the Proxy Administrator).
The Proxy Administrator receives proxy statements and proxy ballots directly or indirectly from various custodians, logs these materials into its database and matches upcoming meetings with MFS Fund and client portfolio holdings, which are input into the Proxy Administrators system by an MFS holdings data-feed. Through the use of the Proxy Administrator system, ballots and proxy material summaries for all upcoming shareholders meetings are available on-line to certain MFS employees and members of the MFS Proxy Voting Committee.
It is the responsibility of the Proxy Administrator and MFS to monitor the receipt of ballots. When proxy ballots and materials for clients are received by the Proxy Administrator, they are input into the Proxy Administrators on-line system. The Proxy Administrator then reconciles a list of all MFS accounts that hold shares of a companys stock and the number of shares held on the record date by these accounts with the Proxy Administrators list of any upcoming shareholders meeting of that company. If a proxy ballot has not been received, the Proxy Administrator contacts the custodian requesting the reason as to why a ballot has not been received.
4. Analyzing Proxies
Proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures. The Proxy Administrator, at the prior direction of MFS, automatically votes all proxy matters that do not require the particular exercise of discretion or judgment with respect to these MFS Proxy Voting Policies and Procedures as determined by MFS. With respect to proxy matters that require the particular exercise of discretion or judgment, the MFS Proxy Voting Committee or its representatives considers and votes on those proxy matters. MFS also receives research and recommendations from the Proxy Administrator which it may take into account in deciding how to vote. MFS uses its own internal research, the research of Proxy Administrators and/or other third party research tools and vendors to identify (i) circumstances in which a board may have approved an executive compensation plan that is excessive or poorly aligned with the portfolio companys business or its shareholders, (ii) environmental and social proposals that warrant further consideration or (iii) circumstances in which a non-U.S. company is not in compliance with local governance or compensation best practices. In those situations where the only MFS Fund that is eligible to vote at a shareholder meeting has Glass Lewis as its Proxy Administrator, then we will utilize research from Glass Lewis to identify such issues. MFS analyzes such issues independently and does not necessarily vote with the ISS or Glass Lewis recommendations on these issues. Representatives of the MFS Proxy Voting Committee review, as appropriate, votes cast to ensure conformity with these MFS Proxy Voting Policies and Procedures.
For certain types of votes (e.g., mergers and acquisitions, proxy contests and capitalization matters), a member of the proxy voting team will seek a recommendation from the MFS investment analyst and/or portfolio managers.2 For certain other votes that require a case-by-case analysis per the MFS Proxy Policies (e.g., potentially excessive executive
E - 10
compensation issues, or certain shareholder proposals), a member of the proxy voting team will likewise consult with from MFS investment analysts and/or portfolio managers.2 However, the MFS Proxy Voting Committee will ultimately determine the manner in which all proxies are voted.
As noted above, MFS reserves the right to override the guidelines when such an override is, in MFS best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS clients. Any such override of the guidelines shall be analyzed, documented and reported in accordance with the procedures set forth in these policies.
5. Voting Proxies
In accordance with its contract with MFS, the Proxy Administrator also generates a variety of reports for the MFS Proxy Voting Committee, and makes available on-line various other types of information so that the MFS Proxy Voting Committee or proxy voting team may review and monitor the votes cast by the Proxy Administrator on behalf of MFS clients.
For those markets that utilize a record date to determine which shareholders are eligible to vote, MFS generally will vote all eligible shares pursuant to these guidelines regardless of whether all (or a portion of) the shares held by our clients have been sold prior to the meeting date.
6. Securities Lending
From time to time, the MFS Funds or other pooled investment vehicles sponsored by MFS may participate in a securities lending program. In the event MFS or its agent receives timely notice of a shareholder meeting for a U.S. security, MFS and its agent will attempt to recall any securities on loan before the meetings record date so that MFS will be entitled to vote these shares. However, there may be instances in which MFS is unable to timely recall securities on loan for a U.S. security, in which cases MFS will not be able to vote these shares. MFS will report to the appropriate board of the MFS Funds those instances in which MFS is not able to timely recall the loaned securities. MFS generally does not recall non-U.S. securities on loan because there may be insufficient advance notice of proxy materials, record dates, or vote cut-off dates to allow MFS to timely recall the shares in certain markets on an automated basis. As a result, non-U.S. securities that are on loan will not generally be voted. If MFS receives timely notice of what MFS determines to be an unusual, significant vote for a non-U.S. security whereas MFS shares are on loan, and determines that voting is in the best long-term economic interest of shareholders, then MFS will attempt to timely recall the loaned shares.
7. Engagement
The MFS Proxy Voting Policies and Procedures are available on www.mfs.com and may be accessed by both MFS clients and the companies in which MFS clients invest. From time to time, MFS may determine that it is appropriate and beneficial for members of the MFS Proxy Voting Committee or proxy voting team to engage in a dialogue or written communication with a company or other shareholders regarding certain matters on the companys proxy statement that are of concern to shareholders, including environmental, social and governance matters. A company or shareholder may also seek to engage with members of the MFS Proxy Voting Committee or proxy voting team in advance of the companys formal proxy solicitation to review issues more generally or gauge support for certain contemplated proposals. The MFS Proxy Voting Committee, in consultation with members of the investment team, establish proxy voting engagement goals and priorities for the year. For further information on requesting engagement with MFS on proxy voting issues or information about MFS engagement priorities, please visit www.mfs.com and refer to our most recent proxy season preview and engagement priorities report .
C. RECORDS RETENTION
MFS will retain copies of these MFS Proxy Voting Policies and Procedures in effect from time to time and will retain all proxy voting reports submitted to the Board of Trustees of the MFS Funds for the period required by applicable law.
2 From time to time, due to travel schedules and other commitments, an appropriate portfolio manager or research analyst may not be available to provide a vote recommendation. If such a recommendation cannot be obtained within a reasonable time prior to the cut-off date of the shareholder meeting, the MFS Proxy Voting Committee may determine to abstain from voting.
E - 11
Proxy solicitation materials, including electronic versions of the proxy ballots completed by representatives of the MFS Proxy Voting Committee, together with their respective notes and comments, are maintained in an electronic format by the Proxy Administrator and are accessible on-line by the MFS Proxy Voting Committee. All proxy voting materials and supporting documentation, including records generated by the Proxy Administrators system as to proxies processed, including the dates when proxy ballots were received and submitted, and the votes on each companys proxy issues, are retained as required by applicable law.
D. REPORTS
U.S. Registered MFS Funds
MFS publicly discloses the proxy voting records of the U.S. registered MFS Funds on a quarterly basis. MFS will also report the results of its voting to the Board of Trustees of the U.S. registered MFS Funds. These reports will include: (i) a summary of how votes were cast (including advisory votes on pay and golden parachutes); (ii) a summary of votes against managements recommendation; (iii) a review of situations where MFS did not vote in accordance with the guidelines and the rationale therefore; (iv) a review of the procedures used by MFS to identify material conflicts of interest and any matters identified as a material conflict of interest; (v) a review of these policies and the guidelines; (vi) a review of our proxy engagement activity; (vii) a report and impact assessment of instances in which the recall of loaned securities of a U.S. issuer was unsuccessful; and (viii) as necessary or appropriate, any proposed modifications thereto to reflect new developments in corporate governance and other issues. Based on these reviews, the Trustees of the U.S. registered MFS Funds will consider possible modifications to these policies to the extent necessary or advisable.
Other MFS Clients
MFS may publicly disclose the proxy voting records of certain other clients (including certain MFS Funds) or the votes it casts with respect to certain matters as required by law. A report can also be printed by MFS for each client who has requested that MFS furnish a record of votes cast. The report specifies the proxy issues which have been voted for the client during the year and the position taken with respect to each issue and, upon request, may identify situations where MFS did not vote in accordance with the MFS Proxy Voting Policies and Procedures.
Firm-wide Voting Records
Beginning for the quarter ended March 31, 2020, MFS will publicly disclose its firm-wide proxy voting records.
Except as described above, MFS generally will not divulge actual voting practices to any party other than the client or its representatives because we consider that information to be confidential and proprietary to the client. However, as noted above, MFS may determine that it is appropriate and beneficial to engage in a dialogue with a company regarding certain matters. During such dialogue with the company, MFS may disclose the vote it intends to cast in order to potentially effect positive change at a company in regards to environmental, social or governance issues.
E - 12
APPENDIX F - CERTAIN SERVICE PROVIDER COMPENSATION
Compensation paid by the Fund for advisory services, administrative services, Section 529 program management services (if applicable), transfer agency-related services, and the amount of Shareholder Servicing Payments paid by MFSC to service providers, over the specified periods is set forth below. The amount paid by the Fund for transfer-agency related services includes reimbursements for expenses incurred by MFSC on behalf of the Fund, and, for Participating Funds, payments made pursuant to the Special Servicing Agreement. The amount of Shareholder Servicing Payments paid by MFSC to service providers includes, for Participating Funds, payments made pursuant to the Special Servicing Agreement attributable to Shareholder Servicing Payments.
Fund |
|
Fiscal Year
|
|
Amount Paid to
|
|
Amount Waived
|
|
Amount Paid to
|
|
Amount of
|
|
Amount Paid to
|
|
Amount Paid to
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Corporate Bond Fund |
|
April 30, 2020 |
|
$ |
17,273,347 |
|
$ |
464,643 |
|
$ |
3,222,438 |
|
$ |
2,816,741 |
|
$ |
569,530 |
|
Not Applicable |
|
|
|
April 30, 2019 |
|
$ |
16,068,590 |
|
$ |
422,605 |
|
$ |
4,180,713 |
|
$ |
3,714,734 |
|
$ |
590,368 |
|
Not Applicable |
|
|
|
April 30, 2018 |
|
$ |
17,918,900 |
|
$ |
406,072 |
|
$ |
4,320,237 |
|
$ |
3,717,196 |
|
$ |
641,118 |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Lifetime 2020 Fund |
|
April 30, 2020 |
|
Not Applicable |
|
Not Applicable |
|
$ |
530,162 |
|
$ |
395,510 |
|
$ |
17,497 |
|
Not Applicable |
|
||
|
|
April 30, 2019 |
|
Not Applicable |
|
Not Applicable |
|
$ |
490,892 |
|
$ |
367,687 |
|
$ |
17,598 |
|
Not Applicable |
|
||
|
|
April 30, 2018 |
|
Not Applicable |
|
Not Applicable |
|
$ |
665,818 |
|
$ |
520,813 |
|
$ |
17,502 |
|
Not Applicable |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Lifetime 2025 Fund |
|
April 30, 2020 |
|
Not Applicable |
|
Not Applicable |
|
$ |
460,313 |
|
$ |
348,270 |
|
$ |
17,497 |
|
Not Applicable |
|
||
|
|
April 30, 2019 |
|
Not Applicable |
|
Not Applicable |
|
$ |
380,651 |
|
$ |
273,557 |
|
$ |
17,598 |
|
Not Applicable |
|
||
|
|
April 30, 2018 |
|
Not Applicable |
|
Not Applicable |
|
$ |
418,027 |
|
$ |
318,323 |
|
$ |
17,502 |
|
Not Applicable |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Lifetime 2030 Fund |
|
April 30, 2020 |
|
Not Applicable |
|
Not Applicable |
|
$ |
826,796 |
|
$ |
675,944 |
|
$ |
17,497 |
|
Not Applicable |
|
||
|
|
April 30, 2019 |
|
Not Applicable |
|
Not Applicable |
|
$ |
722,146 |
|
$ |
572,265 |
|
$ |
17,598 |
|
Not Applicable |
|
||
|
|
April 30, 2018 |
|
Not Applicable |
|
Not Applicable |
|
$ |
859,489 |
|
$ |
692,782 |
|
$ |
17,502 |
|
Not Applicable |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Lifetime 2035 Fund |
|
April 30, 2020 |
|
Not Applicable |
|
Not Applicable |
|
$ |
463,126 |
|
$ |
344,087 |
|
$ |
17,497 |
|
Not Applicable |
|
||
|
|
April 30, 2019 |
|
Not Applicable |
|
Not Applicable |
|
$ |
389,375 |
|
$ |
276,067 |
|
$ |
17,598 |
|
Not Applicable |
|
||
|
|
April 30, 2018 |
|
Not Applicable |
|
Not Applicable |
|
$ |
387,258 |
|
$ |
285,634 |
|
$ |
17,502 |
|
Not Applicable |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Lifetime 2040 Fund |
|
April 30, 2020 |
|
Not Applicable |
|
Not Applicable |
|
$ |
659,695 |
|
$ |
510,948 |
|
$ |
17,497 |
|
Not Applicable |
|
||
|
|
April 30, 2019 |
|
Not Applicable |
|
Not Applicable |
|
$ |
610,394 |
|
$ |
463,344 |
|
$ |
17,598 |
|
Not Applicable |
|
||
|
|
April 30, 2018 |
|
Not Applicable |
|
Not Applicable |
|
$ |
707,798 |
|
$ |
544,565 |
|
$ |
17,502 |
|
Not Applicable |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Lifetime 2045 Fund |
|
April 30, 2020 |
|
Not Applicable |
|
Not Applicable |
|
$ |
369,342 |
|
$ |
250,609 |
|
$ |
17,497 |
|
Not Applicable |
|
||
|
|
April 30, 2019 |
|
Not Applicable |
|
Not Applicable |
|
$ |
314,358 |
|
$ |
200,525 |
|
$ |
17,598 |
|
Not Applicable |
|
||
|
|
April 30, 2018 |
|
Not Applicable |
|
Not Applicable |
|
$ |
293,885 |
|
$ |
193,393 |
|
$ |
17,502 |
|
Not Applicable |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Lifetime 2050 Fund |
|
April 30, 2020 |
|
Not Applicable |
|
Not Applicable |
|
$ |
402,704 |
|
$ |
269,702 |
|
$ |
17,497 |
|
Not Applicable |
|
||
|
|
April 30, 2019 |
|
Not Applicable |
|
Not Applicable |
|
$ |
358,833 |
|
$ |
230,900 |
|
$ |
17,598 |
|
Not Applicable |
|
||
|
|
April 30, 2018 |
|
Not Applicable |
|
Not Applicable |
|
$ |
359,592 |
|
$ |
232,242 |
|
$ |
17,502 |
|
Not Applicable |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Lifetime 2055 Fund |
|
April 30, 2020 |
|
Not Applicable |
|
Not Applicable |
|
$ |
258,087 |
|
$ |
128,815 |
|
$ |
17,497 |
|
Not Applicable |
|
||
|
|
April 30, 2019 |
|
Not Applicable |
|
Not Applicable |
|
$ |
214,173 |
|
$ |
91,898 |
|
$ |
17,598 |
|
Not Applicable |
|
||
|
|
April 30, 2018 |
|
Not Applicable |
|
Not Applicable |
|
$ |
176,145 |
|
$ |
69,921 |
|
$ |
17,502 |
|
Not Applicable |
|
F - 1
Fund |
|
Fiscal Year
|
|
Amount Paid to
|
|
Amount Waived
|
|
Amount Paid to
|
|
Amount of
|
|
Amount Paid to
|
|
Amount Paid to
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime 2060 Fund |
|
April 30, 2020 |
|
Not Applicable |
|
Not Applicable |
|
$ |
28,698 |
|
$ |
6,766 |
|
$ |
17,497 |
|
Not Applicable |
|
|||
|
|
April 30, 2019 |
|
Not Applicable |
|
Not Applicable |
|
$ |
16,899 |
|
$ |
1,659 |
|
$ |
17,596 |
|
Not Applicable |
|
|||
|
|
April 30, 2018 |
|
Not Applicable |
|
Not Applicable |
|
$ |
3,679 |
|
$ |
383 |
|
$ |
17,502 |
|
Not Applicable |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime Income Fund |
|
April 30, 2020 |
|
Not Applicable |
|
Not Applicable |
|
$ |
804,933 |
|
$ |
457,281 |
|
$ |
17,497 |
|
$ |
79,0861 |
|
||
|
|
April 30, 2019 |
|
Not Applicable |
|
Not Applicable |
|
$ |
806,376 |
|
$ |
491,284 |
|
$ |
17,598 |
|
$ |
65,1601 |
|
||
|
|
April 30, 2018 |
|
Not Applicable |
|
Not Applicable |
|
$ |
925,046 |
|
$ |
556,284 |
|
$ |
17,502 |
|
$ |
58,2721 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Limited Maturity Fund |
|
April 30, 2020 |
|
$ |
6,482,188 |
|
$ |
173,886 |
|
$ |
1,333,719 |
|
$ |
781,908 |
|
$ |
239,009 |
|
$ |
91,6941 |
|
|
|
April 30, 2019 |
|
$ |
5,671,665 |
|
$ |
142,568 |
|
$ |
1,375,768 |
|
$ |
843,558 |
|
$ |
212,191 |
|
$ |
80,0501 |
|
|
|
April 30, 2018 |
|
$ |
5,684,895 |
|
$ |
122,432 |
|
$ |
1,352,738 |
|
$ |
810,888 |
|
$ |
234,845 |
|
$ |
70,7581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Municipal Limited Maturity Fund |
|
April 30, 2020 |
|
$ |
9,280,455 |
|
$ |
238,798 |
|
$ |
1,366,795 |
|
$ |
1,323,096 |
|
$ |
323,916 |
|
Not Applicable |
|
|
|
|
April 30, 2019 |
|
$ |
7,544,824 |
|
$ |
189,628 |
|
$ |
1,463,196 |
|
$ |
1,395,207 |
|
$ |
279,001 |
|
Not Applicable |
|
|
|
|
April 30, 2018 |
|
$ |
6,832,550 |
|
$ |
147,693 |
|
$ |
1,393,201 |
|
$ |
1,313,728 |
|
$ |
279,627 |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Total Return Bond Fund |
|
April 30, 2020 |
|
$ |
25,894,231 |
|
$ |
657,839 |
|
$ |
3,313,352 |
|
$ |
3,102,028 |
|
$ |
570,286 |
|
$ |
7,5941 |
|
|
|
April 30, 2019 |
|
$ |
23,000,264 |
|
$ |
534,789 |
|
$ |
3,831,097 |
|
$ |
3,581,336 |
|
$ |
603,436 |
|
$ |
6,1491 |
|
|
|
April 30, 2018 |
|
$ |
23,893,471 |
|
$ |
435,737 |
|
$ |
3,719,046 |
|
$ |
3,427,523 |
|
$ |
641,118 |
|
$ |
6,2101 |
|
1 |
Payment only from assets attributable to Class 529A, Class 529B, and Class 529C shares. MFD receives an asset-based fee for services provided under the Master 529 Administrative Services Agreement. |
F - 2
APPENDIX G - SALES CHARGES
The following sales charges were paid during the specified periods:
|
|
|
|
Class A Initial Sales Charges: |
|
CDSC Paid to MFD On:1 |
|
||||||||||||||
Fund |
|
Fiscal Year
|
|
Total |
|
Retained by
|
|
Reallowed to
|
|
Class A Shares |
|
Class B Shares |
|
Class C Shares |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Corporate Bond Fund |
|
April 30, 2020 |
|
$ |
3,337,353 |
|
$ |
167,066 |
|
$ |
3,170,287 |
|
$ |
53,457 |
|
$ |
13,750 |
|
$ |
27,702 |
|
|
|
April 30, 2019 |
|
$ |
2,172,111 |
|
$ |
110,869 |
|
$ |
2,061,242 |
|
$ |
88,736 |
|
$ |
39,434 |
|
$ |
9,958 |
|
|
|
April 30, 2018 |
|
$ |
3,125,024 |
|
$ |
158,467 |
|
$ |
2,966,557 |
|
$ |
77,465 |
|
$ |
68,174 |
|
$ |
19,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime 2020 Fund |
|
April 30, 2020 |
|
$ |
64,406 |
|
$ |
11,232 |
|
$ |
53,174 |
|
$ |
69 |
|
$ |
1,130 |
|
$ |
343 |
|
|
|
April 30, 2019 |
|
$ |
27,160 |
|
$ |
4,360 |
|
$ |
22,800 |
|
$ |
37 |
|
$ |
6,470 |
|
$ |
1,039 |
|
|
|
April 30, 2018 |
|
$ |
50,121 |
|
$ |
8,379 |
|
$ |
41,742 |
|
$ |
60 |
|
$ |
4,669 |
|
$ |
1,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime 2025 Fund |
|
April 30, 2020 |
|
$ |
58,756 |
|
$ |
9,786 |
|
$ |
48,970 |
|
$ |
110 |
|
$ |
492 |
|
$ |
671 |
|
|
|
April 30, 2019 |
|
$ |
76,437 |
|
$ |
12,022 |
|
$ |
64,415 |
|
$ |
321 |
|
$ |
1,426 |
|
$ |
545 |
|
|
|
April 30, 2018 |
|
$ |
66,506 |
|
$ |
9,983 |
|
$ |
56,523 |
|
$ |
73 |
|
$ |
3,961 |
|
$ |
1,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime 2030 Fund |
|
April 30, 2020 |
|
$ |
182,898 |
|
$ |
29,720 |
|
$ |
153,178 |
|
$ |
667 |
|
$ |
3,877 |
|
$ |
651 |
|
|
|
April 30, 2019 |
|
$ |
157,625 |
|
$ |
25,116 |
|
$ |
132,509 |
|
$ |
784 |
|
$ |
10,797 |
|
$ |
1,646 |
|
|
|
April 30, 2018 |
|
$ |
166,404 |
|
$ |
27,264 |
|
$ |
139,140 |
|
$ |
192 |
|
$ |
9,197 |
|
$ |
2,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime 2035 Fund |
|
April 30, 2020 |
|
$ |
111,035 |
|
$ |
18,035 |
|
$ |
93,000 |
|
$ |
376 |
|
$ |
1,814 |
|
$ |
1,046 |
|
|
|
April 30, 2019 |
|
$ |
81,199 |
|
$ |
13,165 |
|
$ |
68,034 |
|
$ |
287 |
|
$ |
2,046 |
|
$ |
308 |
|
|
|
April 30, 2018 |
|
$ |
64,115 |
|
$ |
9,210 |
|
$ |
54,905 |
|
$ |
231 |
|
$ |
1,243 |
|
$ |
577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime 2040 Fund |
|
April 30, 2020 |
|
$ |
145,889 |
|
$ |
22,019 |
|
$ |
123,870 |
|
$ |
606 |
|
$ |
6,473 |
|
$ |
576 |
|
|
|
April 30, 2019 |
|
$ |
102,723 |
|
$ |
15,600 |
|
$ |
87,123 |
|
$ |
399 |
|
$ |
5,997 |
|
$ |
1,201 |
|
|
|
April 30, 2018 |
|
$ |
142,935 |
|
$ |
21,970 |
|
$ |
120,965 |
|
$ |
578 |
|
$ |
6,898 |
|
$ |
2,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime 2045 Fund |
|
April 30, 2020 |
|
$ |
71,100 |
|
$ |
10,857 |
|
$ |
60,243 |
|
$ |
259 |
|
$ |
1,947 |
|
$ |
265 |
|
|
|
April 30, 2019 |
|
$ |
64,846 |
|
$ |
9,372 |
|
$ |
55,474 |
|
$ |
173 |
|
$ |
943 |
|
$ |
215 |
|
|
|
April 30, 2018 |
|
$ |
58,828 |
|
$ |
8,587 |
|
$ |
50,241 |
|
$ |
31 |
|
$ |
1,145 |
|
$ |
546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime 2050 Fund |
|
April 30, 2020 |
|
$ |
133,805 |
|
$ |
19,556 |
|
$ |
114,249 |
|
$ |
485 |
|
$ |
1,092 |
|
$ |
631 |
|
|
|
April 30, 2019 |
|
$ |
96,857 |
|
$ |
14,569 |
|
$ |
82,288 |
|
$ |
383 |
|
$ |
2,043 |
|
$ |
767 |
|
|
|
April 30, 2018 |
|
$ |
75,413 |
|
$ |
10,892 |
|
$ |
64,521 |
|
$ |
187 |
|
$ |
2,046 |
|
$ |
737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime 2055 Fund |
|
April 30, 2020 |
|
$ |
77,466 |
|
$ |
11,461 |
|
$ |
66,005 |
|
$ |
345 |
|
$ |
1,009 |
|
$ |
345 |
|
|
|
April 30, 2019 |
|
$ |
54,976 |
|
$ |
8,045 |
|
$ |
46,931 |
|
$ |
173 |
|
$ |
337 |
|
$ |
237 |
|
|
|
April 30, 2018 |
|
$ |
50,649 |
|
$ |
7,395 |
|
$ |
43,254 |
|
$ |
189 |
|
$ |
1,142 |
|
$ |
429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime 2060 Fund |
|
April 30, 2020 |
|
$ |
82,244 |
|
$ |
12,411 |
|
$ |
69,833 |
|
$ |
45 |
|
$ |
0 |
|
$ |
95 |
|
|
|
April 30, 2019 |
|
$ |
18,944 |
|
$ |
2,724 |
|
$ |
16,220 |
|
$ |
7 |
|
$ |
0 |
|
$ |
175 |
|
|
|
April 30, 2018 |
|
$ |
8,044 |
|
$ |
1,130 |
|
$ |
6,914 |
|
$ |
0 |
|
$ |
0 |
|
$ |
29 |
|
G - 1
|
|
|
|
Class A Initial Sales Charges: |
|
CDSC Paid to MFD On:1 |
|
||||||||||||||
Fund |
|
Fiscal Year
|
|
Total |
|
Retained by MFD |
|
Reallowed to
|
|
Class A Shares |
|
Class B Shares |
|
Class C Shares |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Lifetime Income Fund |
|
April 30, 2020 |
|
$ |
202,657 |
|
$ |
11,024 |
|
$ |
191,633 |
|
$ |
2,952 |
|
$ |
2,686 |
|
$ |
8,023 |
|
|
|
April 30, 2019 |
|
$ |
144,779 |
|
$ |
7,643 |
|
$ |
137,136 |
|
$ |
2,069 |
|
$ |
11,334 |
|
$ |
10,263 |
|
|
|
April 30, 2018 |
|
$ |
178,527 |
|
$ |
23,915 |
|
$ |
154,612 |
|
$ |
281 |
|
$ |
30,635 |
|
$ |
22,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Limited Maturity Fund |
|
April 30, 2020 |
|
$ |
1,697,105 |
|
$ |
110,078 |
|
$ |
1,587,027 |
|
$ |
65,473 |
|
$ |
1,646 |
|
$ |
7,235 |
|
|
|
April 30, 2019 |
|
$ |
1,234,617 |
|
$ |
97,856 |
|
$ |
1,136,761 |
|
$ |
48,416 |
|
$ |
3,316 |
|
$ |
4,178 |
|
|
|
April 30, 2018 |
|
$ |
852,101 |
|
$ |
58,675 |
|
$ |
793,426 |
|
$ |
40,986 |
|
$ |
11,195 |
|
$ |
12,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Municipal Limited Maturity Fund |
|
April 30, 2020 |
|
$ |
1,601,991 |
|
$ |
133,940 |
|
$ |
1,468,051 |
|
$ |
148,175 |
|
$ |
712 |
|
$ |
16,039 |
|
|
|
April 30, 2019 |
|
$ |
817,182 |
|
$ |
59,710 |
|
$ |
757,472 |
|
$ |
101,010 |
|
$ |
664 |
|
$ |
13,209 |
|
|
|
April 30, 2018 |
|
$ |
891,999 |
|
$ |
64,294 |
|
$ |
827,705 |
|
$ |
56,134 |
|
$ |
1,786 |
|
$ |
11,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MFS Total Return Bond Fund |
|
April 30, 2020 |
|
$ |
5,083,676 |
|
$ |
245,522 |
|
$ |
4,838,154 |
|
$ |
95,268 |
|
$ |
8,110 |
|
$ |
15,685 |
|
|
|
April 30, 2019 |
|
$ |
3,457,287 |
|
$ |
178,506 |
|
$ |
3,278,781 |
|
$ |
85,750 |
|
$ |
16,918 |
|
$ |
9,402 |
|
|
|
April 30, 2018 |
|
$ |
3,347,084 |
|
$ |
174,222 |
|
$ |
3,172,862 |
|
$ |
93,246 |
|
$ |
25,122 |
|
$ |
20,830 |
|
1 Does not include CDSCs that may be collected by MFD and subsequently remitted to a Fund to meet the requirements of FINRA Rule 2341.
|
|
|
|
Class 529A Initial Sales Charges: |
|
CDSC Paid to MFD On:1 |
|
|||||||||||||
Fund |
|
Fiscal Year
|
|
Total |
|
Retained by
|
|
Reallowed to
|
|
Class 529A
|
|
Class 529B
|
|
Class 529C
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Lifetime Income Fund |
|
April 30, 2020 |
|
$ |
146,553 |
|
$ |
8,762 |
|
$ |
137,791 |
|
Not Applicable |
|
$ |
834 |
|
$ |
339 |
|
|
|
April 30, 2019 |
|
$ |
121,648 |
|
$ |
7,196 |
|
$ |
114,452 |
|
Not Applicable |
|
$ |
601 |
|
$ |
308 |
|
|
|
April 30, 2018 |
|
$ |
130,346 |
|
$ |
17,803 |
|
$ |
112,543 |
|
Not Applicable |
|
$ |
614 |
|
$ |
680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Limited Maturity Fund |
|
April 30, 2020 |
|
$ |
87,359 |
|
$ |
7,942 |
|
$ |
79,417 |
|
Not Applicable |
|
$ |
956 |
|
$ |
2,359 |
|
|
|
April 30, 2019 |
|
$ |
80,463 |
|
$ |
7,947 |
|
$ |
72,516 |
|
Not Applicable |
|
$ |
1,236 |
|
$ |
1,868 |
|
|
|
April 30, 2018 |
|
$ |
74,107 |
|
$ |
7,151 |
|
$ |
66,956 |
|
Not Applicable |
|
$ |
1,148 |
|
$ |
1,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MFS Total Return Bond Fund |
|
April 30, 2020 |
|
$ |
33,208 |
|
$ |
1,893 |
|
$ |
31,315 |
|
Not Applicable |
|
$ |
468 |
|
$ |
112 |
|
|
|
April 30, 2019 |
|
$ |
17,665 |
|
$ |
1,091 |
|
$ |
16,574 |
|
Not Applicable |
|
$ |
125 |
|
$ |
298 |
|
|
|
April 30, 2018 |
|
$ |
22,487 |
|
$ |
1,265 |
|
$ |
21,222 |
|
Not Applicable |
|
$ |
598 |
|
$ |
299 |
|
1 Does not include CDSCs that may be collected by MFD and subsequently remitted to a Fund to meet the requirements of FINRA Rule 2341.
G - 2
APPENDIX H - DISTRIBUTION PLAN PAYMENTS
The Fund has not adopted a Distribution Plan with respect to Class A1, Class I, Class R4, and Class R6 shares, as applicable. Amounts shown below do not reflect the rebate of a portion of each class service fee by MFD to each class. During the fiscal year ended April 30, 2020, the Fund accrued or paid the following expenses for Distribution Plan Payments:
|
|
|
|
Amount of Distribution and/or Service Fees1 |
|
|||||||
Fund |
|
Class of Shares |
|
Accrued or Paid by Fund to MFD |
|
Accrued or Paid by MFD to Financial
|
|
Retained by MFD |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
MFS Corporate Bond Fund |
|
Class A Shares |
|
$ |
4,631,903 |
|
$ |
4,090,019 |
|
$ |
541,884 |
|
|
|
Class B Shares |
|
$ |
294,072 |
|
$ |
70,167 |
|
$ |
223,905 |
|
|
|
Class C Shares |
|
$ |
1,457,449 |
|
$ |
1,317,535 |
|
$ |
139,914 |
|
|
|
Class R1 Shares |
|
$ |
67,161 |
|
$ |
67,161 |
|
$ |
0 |
|
|
|
Class R2 Shares |
|
$ |
179,701 |
|
$ |
179,489 |
|
$ |
212 |
|
|
|
Class R3 Shares |
|
$ |
420,957 |
|
$ |
420,903 |
|
$ |
54 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Lifetime 2020 Fund |
|
Class A Shares |
|
$ |
107,534 |
|
$ |
104,259 |
|
$ |
3,275 |
|
|
|
Class B Shares |
|
$ |
30,001 |
|
$ |
6,720 |
|
$ |
23,281 |
|
|
|
Class C Shares |
|
$ |
114,518 |
|
$ |
103,685 |
|
$ |
10,833 |
|
|
|
Class R1 Shares |
|
$ |
40,355 |
|
$ |
40,355 |
|
$ |
0 |
|
|
|
Class R2 Shares |
|
$ |
213,012 |
|
$ |
212,722 |
|
$ |
290 |
|
|
|
Class R3 Shares |
|
$ |
217,953 |
|
$ |
217,953 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Lifetime 2025 Fund |
|
Class A Shares |
|
$ |
55,046 |
|
$ |
49,816 |
|
$ |
5,230 |
|
|
|
Class B Shares |
|
$ |
16,776 |
|
$ |
3,735 |
|
$ |
13,041 |
|
|
|
Class C Shares |
|
$ |
40,754 |
|
$ |
35,090 |
|
$ |
5,664 |
|
|
|
Class R1 Shares |
|
$ |
18,689 |
|
$ |
18,689 |
|
$ |
0 |
|
|
|
Class R2 Shares |
|
$ |
162,008 |
|
$ |
162,008 |
|
$ |
0 |
|
|
|
Class R3 Shares |
|
$ |
223,577 |
|
$ |
223,577 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Lifetime 2030 Fund |
|
Class A Shares |
|
$ |
167,465 |
|
$ |
164,262 |
|
$ |
3,203 |
|
|
|
Class B Shares |
|
$ |
79,767 |
|
$ |
17,660 |
|
$ |
62,107 |
|
|
|
Class C Shares |
|
$ |
150,296 |
|
$ |
129,356 |
|
$ |
20,940 |
|
|
|
Class R1 Shares |
|
$ |
74,643 |
|
$ |
74,643 |
|
$ |
0 |
|
|
|
Class R2 Shares |
|
$ |
369,256 |
|
$ |
368,771 |
|
$ |
485 |
|
|
|
Class R3 Shares |
|
$ |
391,782 |
|
$ |
391,782 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Lifetime 2035 Fund |
|
Class A Shares |
|
$ |
45,013 |
|
$ |
43,749 |
|
$ |
1,264 |
|
|
|
Class B Shares |
|
$ |
15,796 |
|
$ |
3,595 |
|
$ |
12,201 |
|
|
|
Class C Shares |
|
$ |
28,195 |
|
$ |
19,662 |
|
$ |
8,533 |
|
|
|
Class R1 Shares |
|
$ |
20,475 |
|
$ |
20,475 |
|
$ |
0 |
|
|
|
Class R2 Shares |
|
$ |
149,815 |
|
$ |
149,815 |
|
$ |
0 |
|
|
|
Class R3 Shares |
|
$ |
215,848 |
|
$ |
215,848 |
|
$ |
0 |
|
H - 1
|
|
|
|
Amount of Distribution and/or Service Fees1 |
|
|||||||
Fund |
|
Class of Shares |
|
Accrued or Paid by Fund to MFD |
|
Accrued or Paid by MFD to Financial
|
|
Retained by MFD |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
MFS Lifetime 2040 Fund |
|
Class A Shares |
|
$ |
101,876 |
|
$ |
98,469 |
|
$ |
3,407 |
|
|
|
Class B Shares |
|
$ |
42,404 |
|
$ |
9,352 |
|
$ |
33,052 |
|
|
|
Class C Shares |
|
$ |
102,703 |
|
$ |
87,240 |
|
$ |
15,463 |
|
|
|
Class R1 Shares |
|
$ |
46,075 |
|
$ |
46,075 |
|
$ |
0 |
|
|
|
Class R2 Shares |
|
$ |
274,746 |
|
$ |
274,746 |
|
$ |
0 |
|
|
|
Class R3 Shares |
|
$ |
248,661 |
|
$ |
248,661 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Lifetime 2045 Fund |
|
Class A Shares |
|
$ |
25,795 |
|
$ |
25,133 |
|
$ |
662 |
|
|
|
Class B Shares |
|
$ |
8,376 |
|
$ |
1,817 |
|
$ |
6,559 |
|
|
|
Class C Shares |
|
$ |
21,786 |
|
$ |
14,569 |
|
$ |
7,217 |
|
|
|
Class R1 Shares |
|
$ |
10,817 |
|
$ |
10,817 |
|
$ |
0 |
|
|
|
Class R2 Shares |
|
$ |
101,488 |
|
$ |
101,488 |
|
$ |
0 |
|
|
|
Class R3 Shares |
|
$ |
160,326 |
|
$ |
160,326 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Lifetime 2050 Fund |
|
Class A Shares |
|
$ |
35,429 |
|
$ |
34,401 |
|
$ |
1,028 |
|
|
|
Class B Shares |
|
$ |
16,417 |
|
$ |
3,374 |
|
$ |
13,043 |
|
|
|
Class C Shares |
|
$ |
32,955 |
|
$ |
27,045 |
|
$ |
5,910 |
|
|
|
Class R1 Shares |
|
$ |
12,569 |
|
$ |
12,569 |
|
$ |
0 |
|
|
|
Class R2 Shares |
|
$ |
141,682 |
|
$ |
141,231 |
|
$ |
451 |
|
|
|
Class R3 Shares |
|
$ |
161,837 |
|
$ |
161,837 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Lifetime 2055 Fund |
|
Class A Shares |
|
$ |
17,198 |
|
$ |
16,440 |
|
$ |
758 |
|
|
|
Class B Shares |
|
$ |
5,848 |
|
$ |
1,136 |
|
$ |
4,712 |
|
|
|
Class C Shares |
|
$ |
21,756 |
|
$ |
16,635 |
|
$ |
5,121 |
|
|
|
Class R1 Shares |
|
$ |
15,267 |
|
$ |
14,738 |
|
$ |
529 |
|
|
|
Class R2 Shares |
|
$ |
93,715 |
|
$ |
93,715 |
|
$ |
0 |
|
|
|
Class R3 Shares |
|
$ |
81,184 |
|
$ |
81,184 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Lifetime 2060 Fund |
|
Class A Shares |
|
$ |
4,682 |
|
$ |
4,369 |
|
$ |
313 |
|
|
|
Class B Shares |
|
$ |
1,485 |
|
$ |
169 |
|
$ |
1,316 |
|
|
|
Class C Shares |
|
$ |
3,817 |
|
$ |
1,066 |
|
$ |
2,751 |
|
|
|
Class R1 Shares |
|
$ |
645 |
|
$ |
0 |
|
$ |
645 |
|
|
|
Class R2 Shares |
|
$ |
4,762 |
|
$ |
4,456 |
|
$ |
306 |
|
|
|
Class R3 Shares |
|
$ |
12,893 |
|
$ |
12,893 |
|
$ |
0 |
|
H - 2
|
|
|
|
Amount of Distribution and/or Service Fees1 |
|
|||||||
Fund |
|
Class of Shares |
|
Accrued or Paid by Fund to MFD |
|
Accrued or Paid by MFD to Financial
|
|
Retained by MFD |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
MFS Lifetime Income Fund |
|
Class A Shares |
|
$ |
301,744 |
|
$ |
265,750 |
|
$ |
35,994 |
|
|
|
Class B Shares |
|
$ |
79,561 |
|
$ |
18,969 |
|
$ |
60,592 |
|
|
|
Class C Shares |
|
$ |
1,076,278 |
|
$ |
1,004,081 |
|
$ |
72,197 |
|
|
|
Class 529A Shares |
|
$ |
298,765 |
|
$ |
274,570 |
|
$ |
24,195 |
|
|
|
Class 529B Shares |
|
$ |
46,250 |
|
$ |
9,775 |
|
$ |
36,475 |
|
|
|
Class 529C Shares |
|
$ |
341,276 |
|
$ |
290,986 |
|
$ |
50,290 |
|
|
|
Class R1 Shares |
|
$ |
30,353 |
|
$ |
30,353 |
|
$ |
0 |
|
|
|
Class R2 Shares |
|
$ |
85,004 |
|
$ |
84,768 |
|
$ |
236 |
|
|
|
Class R3 Shares |
|
$ |
165,508 |
|
$ |
165,508 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Limited Maturity Fund |
|
Class A Shares |
|
$ |
1,010,329 |
|
$ |
605,566 |
|
$ |
404,763 |
|
|
|
Class B Shares |
|
$ |
29,316 |
|
$ |
4,737 |
|
$ |
24,579 |
|
|
|
Class C Shares |
|
$ |
430,783 |
|
$ |
377,831 |
|
$ |
52,952 |
|
|
|
Class 529A Shares |
|
$ |
204,212 |
|
$ |
189,153 |
|
$ |
15,059 |
|
|
|
Class 529B Shares |
|
$ |
32,220 |
|
$ |
4,445 |
|
$ |
27,775 |
|
|
|
Class 529C Shares |
|
$ |
437,603 |
|
$ |
365,063 |
|
$ |
72,540 |
|
|
|
Class R1 Shares |
|
$ |
12,163 |
|
$ |
11,697 |
|
$ |
466 |
|
|
|
Class R2 Shares |
|
$ |
8,226 |
|
$ |
8,212 |
|
$ |
14 |
|
|
|
Class R3 Shares |
|
$ |
4,355 |
|
$ |
4,350 |
|
$ |
5 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Municipal Limited Maturity Fund |
|
Class A Shares |
|
$ |
1,441,815 |
|
$ |
1,063,403 |
|
$ |
378,412 |
|
|
|
Class B Shares |
|
$ |
6,731 |
|
$ |
1,103 |
|
$ |
5,628 |
|
|
|
Class C Shares |
|
$ |
841,320 |
|
$ |
700,870 |
|
$ |
140,450 |
|
|
|
|
|
|
|
|
|
|
|
|||
MFS Total Return Bond Fund |
|
Class A Shares |
|
$ |
3,388,413 |
|
$ |
2,858,331 |
|
$ |
530,082 |
|
|
|
Class B Shares |
|
$ |
112,023 |
|
$ |
17,045 |
|
$ |
94,978 |
|
|
|
Class C Shares |
|
$ |
951,902 |
|
$ |
783,680 |
|
$ |
168,222 |
|
|
|
Class 529A Shares |
|
$ |
16,921 |
|
$ |
12,938 |
|
$ |
3,983 |
|
|
|
Class 529B Shares |
|
$ |
1,748 |
|
$ |
540 |
|
$ |
1,208 |
|
|
|
Class 529C Shares |
|
$ |
36,979 |
|
$ |
30,894 |
|
$ |
6,085 |
|
|
|
Class R1 Shares |
|
$ |
19,797 |
|
$ |
19,797 |
|
$ |
0 |
|
|
|
Class R2 Shares |
|
$ |
160,007 |
|
$ |
159,907 |
|
$ |
100 |
|
|
|
Class R3 Shares |
|
$ |
132,937 |
|
$ |
132,917 |
|
$ |
20 |
|
1 |
Takes into account any amounts that may be returned to a Fund to meet the requirements of FINRA Rule 2341. |
H - 3
APPENDIX I - FINANCIAL INTERMEDIARY COMPENSATION
This Appendix sets forth a description of the financial intermediary compensation for the Fund. Financial intermediaries receive various forms of compensation in connection with the sale of shares of the Fund and/or the servicing of shareholder accounts. Financial intermediaries may receive such compensation (i) in the form of up-front commissions and ongoing asset-based compensation paid by MFD based on sales charges received and expected to be received by MFD from shareholders, and Rule 12b-1 (Distribution Plan) distribution and service payments received by MFD from the Fund, (ii) in the form of 529 administrative services payments paid by MFD, and (iii) shareholder servicing payments (for sub-accounting and other shareholder services) paid by an affiliate of MFD based on the receipt of such payments by MFD or its affiliates from the Fund, and (iv) in the form of payments paid from MFDs own additional resources. In addition, financial intermediaries may benefit from payments made to other entities for consulting, research, or analytical services.
To the extent MFD and its affiliates payments to a financial intermediary are made from payments received by MFD and its affiliates from the Fund, payments from MFD and its affiliates own additional resources to such intermediary may be reduced. In addition, to the extent financial intermediaries receiving such payments purchase shares of the Fund on behalf of their clients, MFD and its affiliates benefit from increased management and other fees with respect to those assets.
The types of payments described above are not exclusive. Accordingly, financial intermediaries may receive payments under all or any combination of the above-referenced categories. The compensation that financial intermediaries receive is negotiated with each financial intermediary and may vary by class of shares sold and among financial intermediaries. MFD and its affiliates do not make an independent assessment of the cost of selling the Fund and/or servicing the shareholder accounts. The payments received by a financial intermediary may exceed the cost to the financial intermediary of selling the Fund and/or servicing the shareholder accounts. The amount of compensation that MFD and its affiliates pay to a financial intermediary can be significant. Depending upon the arrangements in place at any particular time, financial intermediaries may have a financial incentive to recommend a particular Fund or share class or to recommend MFS Funds instead of other funds that do not pay such compensation or that pay lower amounts of compensation.
Financial intermediaries may charge you additional fees and/or commissions. You can ask your financial intermediary for information about any payments it receives from MFD and its affiliates and any services it provides, as well as about fees and/or commissions it charges. Financial intermediaries may categorize and disclose these arrangements differently than MFD and its affiliates do. Financial intermediaries (or their affiliates) that sell Fund shares may also act as brokers or dealers in connection with a Funds purchase or sale of portfolio securities. However, the Fund and MFS do not consider financial intermediaries sale of shares of the Fund as a factor when choosing brokers or dealers to effect portfolio transactions for the Fund.
Commissions and Distribution Plan Payments
Class A, Class A1, and Class 529A Shares General Provisions
For purchases of Class A, Class A1, and Class 529A shares subject to an initial sales charge, MFD generally pays a portion of the initial sales charge to financial intermediaries as an up-front commission of up to the following amounts:
For Equity/Total Return Funds (currently for this purpose, Massachusetts Investors Growth Stock Fund, Massachusetts Investors Trust, 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 Commodity Strategy Fund, MFS Core Equity Fund, MFS Global Alternative Strategy Fund, MFS Emerging Markets Equity Fund, MFS Equity Income Fund, MFS Global Equity Fund, MFS Global Growth Fund, MFS Global New Discovery Fund, MFS Global Real Estate Fund, MFS Global Total Return Fund, MFS Growth Fund, MFS International Diversification Fund, MFS International Growth Fund, MFS International New Discovery Fund, MFS International Intrinsic Value Fund, MFS International Large Cap Value Fund, MFS Lifetime 2020 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 Low Volatility Equity Fund, MFS Low Volatility Global Equity Fund, MFS Managed Wealth Fund, MFS Mid Cap Growth Fund, MFS Mid Cap Value Fund, MFS New Discovery Fund, MFS New Discovery Value Fund, MFS Prudent Investor Fund, MFS Research Fund, MFS Research International Fund, MFS Technology Fund, MFS Utilities Fund, and MFS Value Fund):
Amount of Purchase |
|
Up-front Commission as a Percentage of Offering Price |
|
|
|
|
|
Less than $50,000 |
|
5.00 |
% |
$50,000 but less than $100,000 |
|
4.00 |
% |
$100,000 but less than $250,000 |
|
3.00 |
% |
$250,000 but less than $500,000 |
|
2.25 |
% |
$500,000 but less than $1,000,000 |
|
1.75 |
% |
For Asset Allocation Funds (currently for this purpose, MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Growth Allocation Fund, and MFS Moderate Allocation Fund), and MFS Total Return Fund:
I - 1
Amount of Purchase |
|
Up-front Commission as a Percentage of Offering Price |
|
|
|
|
|
Less than $50,000 |
|
5.00 |
% |
$50,000 but less than $100,000 |
|
4.00 |
% |
$100,000 but less than $250,000 |
|
3.00 |
% |
For Bond Funds (currently for this purpose, MFS Alabama Municipal Bond Fund, MFS Arkansas Municipal Bond Fund, MFS California Municipal Bond Fund, MFS Corporate Bond Fund, MFS Diversified Income Fund, MFS Emerging Markets Debt Fund, MFS Emerging Markets Debt Local Currency Fund, MFS Georgia Municipal Bond Fund, MFS Global Bond Fund, MFS Global High Yield Fund, MFS Government Securities Fund, MFS High Income Fund, MFS Income Fund, MFS Inflation-Adjusted Bond Fund, MFS Lifetime Income Fund, MFS Maryland Municipal Bond Fund, MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS Municipal High Income Fund, MFS Municipal Income Fund, MFS New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS Tennessee Municipal Bond Fund, MFS Total Return Bond Fund, MFS Virginia Municipal Bond Fund, and MFS West Virginia Municipal Bond Fund):
Amount of Purchase |
|
Up-front Commission as a Percentage of Offering Price |
|
|
|
|
|
Less than $100,000 |
|
4.00 |
% |
$100,000 but less than $250,000 |
|
3.00 |
% |
$250,000 but less than $500,000 |
|
2.25 |
% |
For Short-Term Bond Funds (currently for this purpose, MFS Limited Maturity Fund and MFS Municipal Limited Maturity Fund):
Amount of Purchase |
|
Up-front Commission as a Percentage of Offering Price |
|
|
|
|
|
Less than $50,000 |
|
2.25 |
% |
$50,000 but less than $100,000 |
|
2.00 |
% |
$100,000 but less than $250,000 |
|
1.75 |
% |
$250,000 but less than $500,000 |
|
1.50 |
% |
The difference between the total amount invested and the sum of (a) the net proceeds to the Fund and (b) the financial intermediary commission, is the amount of the initial sales charge retained by MFD. Because of rounding in the computation of offering price, the portion of the sales charge retained by MFD may vary and the total sales charge may be more or less than the sales charge calculated using the sales charge expressed as a percentage of the offering price or as a percentage of the net amount invested as listed in the Prospectus. From time to time, MFD may pay financial intermediaries up to 100% of the applicable initial sales charge of Class A, Class A1, and Class 529A shares of certain specified MFS Funds sold by financial intermediaries during a specified sales period. In addition, with respect to Class A and Class 529A shares (except MFS Municipal High Income Fund), financial intermediaries are generally eligible to receive some or all of the Distribution Plan service fee payments of up to 0.25% annually of the average daily net assets of the class with respect to such shares.
Class 529A-Specific Provisions
For purchases of Class 529A shares not subject to an initial sales charge, MFD will generally pay financial intermediaries an up-front commission of up to the following:
Cumulative Purchase Amount |
|
Up-front Commission as a Percentage of Offering Price |
|
|
|
|
|
On the first $10,000,000 plus |
|
1.00 |
% |
Over $10,000,000 to $50,000,000 plus |
|
0.50 |
% |
Over $50,000,000 |
|
0.25 |
% |
For purchases of Class 529A shares not subject to an initial sales charge, at the discretion of MFD, MFD may pay certain financial intermediaries an up-front commission of up to 1% of the amount of Class 529A shares purchased through such financial intermediary instead of the up-front commission described above.
In addition, financial intermediaries will generally become eligible to receive some or all of the Distribution Plan service fee payments of up to 0.25% annually of the average daily net assets of the class with respect to such shares commencing in the 13th month following purchase.
For purchases of Class 529A shares not subject to an initial sales charge and for which the financial intermediary is not eligible to receive an up-front commission by agreement or otherwise, financial intermediaries will generally be eligible to receive some or all of the Distribution Plan service fee payments of up to 0.25% annually of the average daily net assets of the class with respect to such shares.
Class A-Specific Provisions (except MFS Municipal High Income Fund)
For purchases of Class A shares not subject to an initial sales charge and for which the financial intermediary is not eligible to receive an up-front commission by agreement or otherwise (e.g., Employer Retirement Plan purchases), financial intermediaries will generally be eligible to receive some or all of the Distribution Plan service fee payments of up to 0.25% annually of the average daily net assets of the class with respect to such shares.
I - 2
For purchases of Class A shares by all other accounts not subject to an initial sales charge (except as provided below), MFD will generally pay financial intermediaries an up-front commission of up to the following:
Cumulative Purchase Amount |
|
Up-front Commission as a Percentage of Offering Price |
|
|
|
|
|
On the first $10,000,000 plus |
|
1.00 |
% |
Over $10,000,000 to $50,000,000 plus |
|
0.50 |
% |
Over $50,000,000 |
|
0.25 |
% |
For purchases of Class A shares not subject to an initial sales charge, at the discretion of MFD, MFD may pay certain financial intermediaries an up-front commission of up to 1% of the amount of Class A shares purchased through such financial intermediary instead of the up-front commission described above.
In addition, financial intermediaries will generally become eligible to receive some or all of the Distribution Plan service fee payments of up to 0.25% annually of the average daily net assets of the class with respect to such shares commencing in the 13th month following purchase.
Class B, Class B1 and Class 529B Shares
For purchases of Class B, Class B1 and Class 529B shares, MFD will generally pay an up-front commission to financial intermediaries of up to 3.75% of the amount purchased through such financial intermediaries. MFD will also generally advance to financial intermediaries some or all of the first year Distribution Plan service fee payments of up to 0.25% of the amount of Class B, Class B1 and Class 529B shares purchased through such financial intermediary. In addition, financial intermediaries will generally become eligible to receive some or all of the Distribution Plan service fee payments of up to 0.25% annually of the average daily net assets of the class with respect to such shares commencing in the 13th month following purchase.
For purchases of Class B and Class B1 shares purchased by Employer Retirement Plans through Merrill Lynch, Pierce, Fenner & Smith Incorporated and any of its affiliates, MFD will generally pay financial intermediaries no up-front commission, but financial intermediaries will generally be eligible to receive some or all of the Distribution Plan payments of up to 1.00% annually of the average daily net assets of the class with respect to such shares (of which up to 0.25% consists of the Distribution Plan service fee).
Class C and Class 529C Shares
Except as noted below, for purchases of Class C and Class 529C shares, MFD will generally pay an up-front commission to financial intermediaries of up to 1% of the amount of Class C and Class 529C shares purchased through such financial intermediary. In addition, financial intermediaries will generally become eligible to receive some or all of the Distribution Plan payments of up to 1.00% annually of the average daily net assets of the class with respect to such shares (of which 0.25% consists of the Distribution Plan service fee) commencing in the 13th month following purchase.
For purchases of Class C shares purchased by Employer Retirement Plans through Merrill Lynch, Pierce, Fenner & Smith Incorporated and any of its affiliates or Prudential Investment Management Services LLC, MFD pays no up-front commission to financial intermediaries, but financial intermediaries will generally be eligible to receive some or all of the Distribution Plan payments of up to 1.00% annually of the average daily net assets of the class with respect to such shares (of which 0.25% consists of the Distribution Plan service fee).
Class R1, Class R2, and Class R3 Shares
For purchases of the following R share classes, MFD pays no up-front commission to financial intermediaries, but financial intermediaries will generally be eligible to receive some or all of the Distribution Plan payments of up to the following rates annually of the average daily net assets of the class with respect to such shares (of which up to 0.25% consists of the Distribution Plan service fee), as follows:
Class |
|
Annual Rate |
|
|
|
|
|
Class R1 |
|
1.00 |
% |
Class R2 |
|
0.50 |
% |
Class R3 |
|
0.25 |
% |
529 Administrative Services Fees and Shareholder Servicing Payments
Financial intermediaries may receive all or a portion of the following payments: 529 administrative services fees as described in Management of the Fund Program Managers; and shareholder servicing payments as described in Management of the Fund - Shareholder Servicing Agent.
Other MFD Payments
Financial intermediaries may receive payments from MFD from MFDs own additional resources as incentives to market the Fund, to cooperate with MFDs promotional efforts, and/or in recognition of their marketing, administrative services, and/or transaction processing support. MFD compensates financial intermediaries based on criteria established by MFD from time to time that consider, among other factors, the distribution potential of the financial intermediary, the types of products and programs offered by the financial intermediary, placement on the financial intermediarys preferred or recommended list, access to the financial intermediarys registered representatives, advisers or other client-facing personnel, the financial and contractual terms with the financial intermediary, the level and/or type of marketing and administrative support provided by the financial intermediary, the level of assets attributable to and/or sales by the financial intermediary, and the quality of the overall relationship with the financial intermediary.
MFD may make marketing support and/or administrative services payments to financial intermediaries that sell Fund shares or provide services to MFD, the Fund or shareholders of the Fund through the financial intermediarys retail distribution channel and/or through programs such as retirement programs, qualified tuition programs, fund supermarkets, fee-based advisory or wrap fee programs, bank trust
I - 3
programs, and insurance (e.g., individual or group annuity) programs. In addition to the opportunity to participate in a financial intermediarys retail distribution channel or program, payments may be made on account of one or more of the following: business planning assistance; educating financial intermediary personnel about the MFS Funds; placement on the financial intermediarys preferred or recommended fund list; access to sales representatives and management representatives of the financial intermediary; administrative and account maintenance services; participant or shareholder record-keeping; reporting or transaction processing; program administration; fund/investment selection and monitoring; enrollment; and education. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.
MFD may make payments to certain financial intermediaries that sell Fund shares to help offset the financial intermediaries costs associated with client account maintenance support, statement preparation, and transaction processing. The types of payments that MFD may make under this category include, among others, payment of ticket charges of up to $20 per purchase or exchange order placed by a financial intermediary, payment of networking fees of up to $11 per shareholder account maintained on certain mutual fund trading systems, or, from time to time, lump-sum payments for ancillary services such as setting up funds on a financial intermediarys mutual fund trading system.
Financial Intermediaries Receiving Such Payments from MFDs Own Additional Resources
Set forth below is a list of the financial intermediaries to which MFD expects, as of March 31, 2020, to make the payments described above from its own additional resources with respect to the Fund. Payments may also be made to affiliates of these firms. Any additions, modifications, or deletions to the financial intermediaries identified in this list that have occurred since March 31, 2020, are not reflected. You should ask your financial intermediary if it receives such payments from MFD.
INTERMEDIARY FIRM NAME: |
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INTERMEDIARY FIRM NAME: |
ADP Broker-Dealer, Inc. |
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MSCS Financial Services LLC |
American United Life Insurance |
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National Financial Services Corp |
Ameriprise Financial Services |
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Nationwide Investment Services Corp |
Ascensus, Inc. |
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Northwestern Mutual Inv Svc LLC |
Avantax Investment Service, Inc |
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Pershing LLC |
AXA Equitable Financial Services, LLC |
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PNC Financial Group |
BMO Harris Bank |
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Principal Life Insurance Company |
Charles Schwab & Co Inc. |
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Prudential Investment |
Citigroup Inc. |
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Raymond James Financial, Inc. |
Columbia Management |
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Reliance Trust Company |
Commonwealth Financial Network |
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Robert W. Baird & Co. Incorporated |
Edward Jones |
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State of Oregon |
First Command Financial Services, Inc. |
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The Charles Schwab Trust Company |
Goldman Sachs & Co. |
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The Guardian Ins & Annuity Company |
Great-West Life & Annuity |
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The Vanguard Group |
Group 3 Financial LLC |
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TIAA-CREF Financial Services |
John Hancock Life Insurance |
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Transamerica Advisors Life Insurance |
JPMorgan Chase & Co |
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UBS Financial Services Inc |
Lincoln Financial Group |
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Valic Financial Advisors Inc |
LPL Financial Corporation |
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Voya Financial |
MassMutual Financial Group |
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Waddell & Reed Inc. |
Merrill, Lynch, Pierce, Fenner & Smith Incorporated |
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Wells Fargo & Company |
Mid Atlantic Capital Group |
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Wilmington Trust Company |
Morgan Stanley |
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Xerox Corporation |
From time to time, MFD, from MFDs own additional resources, may make additional payments to financial intermediaries that sell or provide services in connection with the sale of Fund shares or the servicing of shareholder accounts. Such payments by MFD may include payment or reimbursement to, or on behalf of, financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and investor entertainment and events, and other sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with training and educational meetings, client prospecting, retention, and due diligence trips. Other compensation may be offered, including goodwill payments relating to servicing, to the extent not prohibited by federal securities or state laws or any self-regulatory agency, such as the Financial Industry Regulatory Authority. MFD makes payments for events, contests, or
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entertainment it deems appropriate, subject to MFDs guidelines and applicable law. These payments may vary depending upon the nature of the event.
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APPENDIX J - INVESTMENT STRATEGIES AND RISKS
In addition to the principal investment strategies and the principal risks described in the Prospectus, the Fund may employ other investment practices and may be subject to other risks, which are described below. Because the following is a combined description of the investment strategies and risks for the MFS Funds, certain matters described herein may not apply to the Fund. Unless an investment strategy or investment practice described below is prohibited by the investment policies and investment strategies discussed in the Funds Prospectus or in this SAI, or by applicable law, the Fund may engage in each of the practices described below.
Asset Segregation. With respect to certain kinds of transactions entered into by the Fund that involve obligations to make future payments to third parties, including short sales, futures, forward contracts, written options, swaps, and certain other derivatives, the purchase of securities on a when-issued, delayed delivery or forward commitment basis, or reverse repurchase agreements, under applicable federal securities laws, rules, and interpretations thereof, the Fund must segregate liquid assets or engage in other measures to cover open positions (collectively cover) with respect to such transactions. Assets segregated to cover these types of transactions can decline in value and are not available to meet redemptions.
For example, with respect to forward foreign currency exchange contracts and futures contracts that are not contractually required to cash-settle, the Fund must cover its open positions in an amount equal to the Funds obligation under the contract (e.g., notional value). With respect to forward foreign currency exchange contracts and futures contracts that are contractually required to cash-settle, the Fund may cover its open positions in an amount equal to the Funds daily marked-to-market obligation. By covering only its daily marked-to-market obligation under cash-settled forward or futures contracts, the Fund will have the ability to employ leverage to a greater extent than if the Fund were required to cover in an amount equal to the full notional value of such contracts. The Fund reserves the right to modify its asset segregation policies in the future.
Below Investment Grade Quality Debt Instruments. Below investment grade quality debt instruments, commonly referred to as high yield securities or junk bonds, are considered speculative with respect to the issuers continuing ability to meet principal and interest payments and will involve greater risk of principal and income, including the possibility of default or bankruptcy of the issuers of such instruments, and may involve greater volatility of prices, especially during periods of economic uncertainty or change, than higher quality debt instruments. These below investment grade quality debt instruments generally tend to reflect economic changes and the outlook for economic growth, short-term corporate and industry developments and the markets perception of their credit quality to a greater extent than higher quality debt instruments, which react primarily to fluctuations in the general level of interest rates, although these below investment grade quality debt instruments are also affected by changes in interest rates. In the past, economic downturns or an increase in interest rates have, under certain circumstances, resulted in a higher incidence of default by the issuers of these instruments and may do so in the future, especially in the case of highly leveraged issuers. The prices for these instruments may be affected by legislative and regulatory developments. The market for these below investment grade quality debt instruments may be less liquid than the market for investment grade debt instruments. Furthermore, the liquidity of these below investment grade quality debt instruments may be affected by the markets perception of their credit quality.
These risks are especially acute for distressed instruments, which are securities of issuers in extremely weak financial condition or perceived to have a deteriorating financial condition that will materially affect their ability to meet their financial obligations. Issuers of such instruments are generally experiencing financial or operating difficulties, have substantial capital needs or negative net worth, face special competitive or product obsolescence problems, or may be involved in various stages of bankruptcy, restructuring, or liquidation.
Instruments in the lowest tier of investment grade debt instruments have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments and involve the risks described above to a greater degree than in the case of higher grade securities.
Borrowing. The Fund may borrow money from banks in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings) or in connection with engaging in transactions considered by the SEC to constitute a form of borrowing under the Investment Company Act of 1940 (e.g., reverse repurchase agreements) to the extent permitted by the Funds investment objectives and policies. If the Fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If the Fund makes additional investments while borrowings are outstanding, this may be considered a form of leverage and may cause a Fund to liquidate investments when it would not otherwise do so. Money borrowed will be subject to interest charges and may be subject to other fees or requirements which would increase the cost of borrowing above the stated interest rate.
Business Continuity. MFS has developed a Business Continuity Program (the Program) that is designed to minimize the disruption of normal business operations in the event of an adverse incident impacting MFS, its affiliates, or the Fund. While MFS believes that the Program is comprehensive and should enable it to reestablish normal business operations in a timely manner in the event of an adverse incident, there are inherent limitations in such programs (including the possibility that contingencies have not been anticipated and procedures do not work as intended) and under some circumstances, MFS, its affiliates, and any vendors used by MFS, its affiliates, or the Fund could be prevented or hindered from providing services to the Fund for extended periods of time. These circumstances may include, without limitation, natural disasters, outbreaks of pandemic or epidemic diseases, acts of governments, any act of declared or undeclared war (including acts of terrorism), power shortages or failures, utility or communication failure or delays (including disruptions to broadband and Internet services), labor disputes, strikes, shortages, supply shortages, system failures or malfunctions. These circumstances, including systems failures and malfunctions, could cause disruptions and negatively impact the Funds service providers and the Funds business operations, potentially including an inability to process Fund shareholder transactions, an inability to calculate the Funds net asset value and price the Funds investments, and impediments to trading portfolio securities. Disruptions to business operations may exist or persist even if employees of MFS, its affiliates, and any vendors used by MFS, its affiliates, or the Fund are able to work remotely. The Funds ability to recover any losses or expenses it incurs as a result of a disruption of business operations may be limited by the liability, standard of care, and related provisions in its contractual arrangements with MFS and other service providers.
Cash Management. A Fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase agreements, or shares of short-term bond or money market funds, including a money market fund advised by MFS. Generally, these securities offer less potential for gains than other types of securities.
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Collateralized Debt Obligations. Collateralized debt obligations (CDOs) are types of securitized instruments and include collateralized bond obligations (CBOs), collateralized loan obligations (CLOs) and other similarly structured securities. Although certain CDOs may benefit from credit enhancement in the form of a senior-subordinate structure, overcollateralization or bond insurance, such enhancement may not always be present, and may fail to protect a Fund against the risk of loss on default of the collateral. CDOs may charge management fees and administrative expenses, which are in addition to those of a Fund. A CBO is ordinarily issued by a trust or other special purpose entity and is typically collateralized by a diversified pool of debt instruments, including below investment grade quality debt instruments, held by such issuer. A CLO is ordinarily issued by a trust or other special purpose entity and is typically collateralized by a pool of loans, including domestic and non-senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be below investment grade quality, held by such issuer. CDOs may be less liquid than other types of securities.
For CDOs, the cash flows are generally split into two or more portions, called tranches, varying in risk and yield. The riskiest tranche bears the first loss from defaults from the bonds, loans or other underlying collateral and serves to protect the other, more senior tranches from default (though such protection is not complete). The risks of an investment in a CDO depend largely on the type of the underlying collateral and the tranche of the CDO in which a Fund invests. Since it is partially protected from defaults, a senior tranche from a CDO may have a higher rating and lower yields than its underlying collateral.
In addition to the risks associated with debt instruments and securitized instruments, CDOs carry additional risks including, (i) the possibility that distributions from underlying collateral will not be adequate to make interest or other payments; (ii) the quality of the underlying collateral may decline in value or default; (iii) the risk that Funds may invest in CDOs that are subordinate to other tranches; and (iv) the complex structure of the instrument may produce disputes with the issuer or unexpected investment results.
Commodity Pool Operator Regulation. A notice has been filed with the National Futures Association (NFA) claiming an exclusion from the definition of the term commodity pool operator (CPO) under the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission (CFTC) promulgated thereunder with respect to the Fund. As a result, MFS, as adviser to the Fund, is not currently subject to registration or regulation as a CPO with respect to the Fund. However, if in the future a Fund is no longer eligible for this exclusion, the notice claiming exclusion from the definition of a CPO would be withdrawn, and MFS, as adviser to such Fund, would be subject to regulation as a CPO with respect to such Fund.
Commodity-Related Investments. Commodity-related investments include futures, options, options on futures, swaps, structured securities, securities of other investment companies, grantor trusts, commodity-linked notes, and hybrid instruments whose values are related to commodities or commodity contracts. The value of commodity-related investments can be affected by changes in overall market movements, real or perceived inflationary trends, commodity index volatility, changes in interest rates, currency fluctuations, population growth and changing demographics, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, changes in storage costs, embargoes, competition from substitute products, transportation bottlenecks or shortages, fluctuations in supply and demand, tariffs, policies of commodity cartels, and international market, economic, industry, political, environmental, public health, and regulatory developments. The value of commodity-related investments can be more volatile than the value of traditional securities. In addition, a highly liquid secondary market may not exist for certain commodity-related instruments, and there can be no assurance that one will develop. Commodity-related instruments are also subject to credit and interest rate risks that in general affect the values of debt securities.
Actions of and changes in governments, and political and economic instability, in commodity-producing and -exporting countries may affect the production and marketing of commodities. In addition, commodity-related industries throughout the world are subject to greater political, environmental, and other governmental regulation than many other industries. Changes in government policies and the need for regulatory approvals may adversely affect the products and services of companies in the commodities industries. For example, the exploration, development, and distribution of coal, oil, and gas in the United States are subject to significant federal and state regulation, which may affect rates of return on coal, oil, and gas, and the kinds of services that the federal and state governments may offer to companies in those industries. In addition, compliance with environmental and other safety regulations has caused many companies in commodity-related industries to incur production delays and significant costs. Government regulation also may impede the development of new technologies. The effect of future regulations affecting commodity-related industries cannot be predicted.
Common Stock. Common stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.
Convertible Securities. Convertible securities are bonds, debentures, notes, or other securities that may be converted into or exchanged for (by the holder or by the issuer) shares of stock (or cash or other securities of equivalent value) of the same or a different issuer at a stated exchange ratio. Convertible securities are senior to common stock in a corporations capital structure, but are usually subordinated to senior debt obligations of the issuer. A convertible security provides holders, through its conversion feature, an opportunity to participate in increases in the market price of their underlying securities. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue.
Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, a convertible security generally sells at a price above its conversion value, which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of a convertible security will vary over time generally depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stock declines in value, a convertible security will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. In general, a convertible security performs more like a stock when the conversion value exceeds the value of the convertible security without the conversion feature and more like a debt instrument when its conversion value is less than the value of the convertible security without the conversion feature. However, a security that is convertible other than at the option of the holder generally does not limit the potential for loss to the same extent as a security convertible at the option of the holder. When the underlying common stock rises in value, the value of convertible security may also be expected to increase. At the same time, however, the difference between the market value of a convertible security and its conversion value will narrow, which means that the value of a convertible security will generally not increase to the same extent as the value of the underlying common stock. Because a convertible security may also be interest rate-sensitive, its value may increase as interest rates fall and decrease as interest rates rise. A convertible security is also subject to credit risk, and is often a lower-quality security.
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A contingent convertible or contingent capital security is a type of hybrid security that is intended to either convert into an equity security or have its principal written down or written off upon the occurrence of certain trigger events. An automatic write down, write off, or conversion event will typically be triggered by a reduction in the issuers capital level or an action by the issuers regulator, but may also be triggered by other factors. Due to the contingent write down, write off, or conversion feature, a contingent convertible security may have a greater risk of principal loss than other securities in times of financial stress. If the trigger level is breached, the value of the contingent convertible security may decrease to zero with no opportunity for an increase in value even if the issuer continues to operate.
Counterparties and Third Parties: Transactions involving a counterparty other than the issuer of the instrument, including clearing organizations, or a third party responsible for servicing the instrument or effecting the transaction, are subject to the credit risk of the counterparty or third party, and to the counterpartys or third partys ability or willingness to perform in accordance with the terms of the transaction. In addition, fund assets held by a custodian or other third party are subject to the credit risk of the custodian or other third party, and to the custodians or third partys ability or willingness to perform in accordance with the terms of the arrangement. If such a counterparty, custodian, or other third party becomes insolvent or declares bankruptcy, the fund may be limited in its ability to exercise rights to obtain the return of fund assets or in exercising other rights against the counterparty or third party. In addition, bankruptcy and liquidation proceedings take time to resolve, which can limit or preclude a funds ability to exercise its rights, including terminating an arrangement or transaction or obtaining fund assets in a timely manner. Counterparties and third parties located outside the United States may involve greater risk of loss or delay in the event of insolvency or bankruptcy. If a counterparty fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the Fund could miss investment opportunities or otherwise hold investments it would prefer to sell, resulting in losses for the Fund.
Country Location. The issuer of a security or other investment is generally deemed to be economically tied to a particular country if: (a) the security or other investment is issued or guaranteed by the government of that country or any of its agencies, authorities or instrumentalities; (b) the issuer is organized under the laws of, and maintains a principal office in, that country; (c) the issuer has its principal securities trading market in that country; (d) a third party has identified that country as an issuers country of risk; (e) the issuer is included in an index which is representative of that country; (f) the issuer derives 50% or more of its total revenues from goods sold or services performed in that country; or (g) the issuer has 50% or more of its assets in that country. For purposes of determining if a security or other investment is considered a foreign security, revenues from goods sold or services performed in all countries other than the United States and assets in all countries other than the United States may be aggregated. For purposes of determining if a security or other investment is considered an emerging market security, revenues from goods sold or services performed in all emerging market countries and assets in all emerging market countries may be aggregated.
Cyber Security. The Fund does not directly have any operational or security systems or infrastructure that are potentially subject to cyber security risks, but the Fund is exposed through its service providers (including, but not limited to, MFS, MFD, the custodian, the auditor, MFSC, financial intermediaries, and subadvisor (if applicable)), to cyber security risks. With the increased use of technologies, such as mobile devices and cloud-based service offerings and the dependence on the Internet and computer systems to perform necessary business functions, the Funds service providers are susceptible to operational and information or cyber security risks that could result in losses to the Fund and its shareholders. Cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software code, unauthorized access to the service providers digital systems through system-wide hacking or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks can also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on the service providers systems or websites rendering them unavailable to intended users or via ransomware that renders the systems inoperable until appropriate actions are taken. In addition, authorized persons could inadvertently or intentionally release confidential or proprietary information stored on the service providers systems.
Cyber security failures or breaches resulting from the Funds service providers or the issuers of securities in which the Fund invests could negatively impact the value of the Funds investments and cause disruptions and impact the service providers and the Funds business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business and the Fund to process transactions, the inability to calculate the Funds net asset value, impediments to trading, destruction to equipment and systems, interference with quantitative models, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting counterparties with which the Fund engages in transactions, governmental and other regulatory authorities, exchanges and other financial market operators, and other parties. The Fund may incur incremental costs to prevent or reduce the impact of cyber incidents in the future which could negatively impact the Fund and its shareholders.
While MFS has established information security plans, business continuity plans and risk management systems that it believes are reasonably designed to prevent or reduce the impact of such cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been (or cannot be) adequately identified. Furthermore, the Fund cannot directly control any cyber security plans and systems put in place by service providers, or by issuers in which the Fund invests, and such service providers may have limited indemnification obligations to MFS or the Funds, each of whom could be negatively impacted as a result.
Debt Instruments. Debt instruments represent obligations of corporations, governments, and other entities to repay money borrowed, or other instruments believed to have debt-like characteristics. The issuer or borrower usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the instrument. In addition, because yields vary over time, no specific level of income can ever be assured. Debt instruments generally trade in the over-the-counter market and can be less liquid than other types of investments, particularly during adverse market and economic conditions. During certain market conditions, debt instruments in some or many segments of the debt market can trade at a negative interest rate; i.e., the price to purchase the debt instrument is more than the present value of expected interest payments and principal due at the maturity of the instrument. Some debt instruments, such as zero coupon bonds or payment-in-kind bonds, do not pay current interest. Other debt instruments, such as certain mortgage-backed securities and other securitized instruments, make periodic payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal. The price of a debt instrument depends, in part, on the issuers or borrowers credit quality or ability to pay principal and interest when due. The price of a debt instrument is likely to fall if an issuer or borrower defaults on its obligation to pay principal or interest, if the instruments credit rating is downgraded by a credit rating agency, or based on other changes in the financial
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condition of the issuer or borrower. The price of a debt instrument changes in response to interest rate changes. Interest rates change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for instruments with longer maturities, or that do not pay current interest. In addition, short-term and long-term interest rates, and interest rates in different countries, do not necessarily move in the same direction or by the same amount. An instruments reaction to interest rate changes depends on the timing of its interest and principal payments and the current interest rate for each of those time periods. Instruments with floating interest rates can be less sensitive to interest rate changes. The price of an instrument trading at a negative interest rate responds to interest rate changes like other debt instruments; however, an instrument trading at a negative interest rate is expected to produce a negative return if held to maturity. Debt markets can be volatile and can decline significantly in response to changes in, or investor perceptions of changes in, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions that affect a particular type of instrument, issuer, or borrower, and/or that affect the debt market generally. Certain changes or events, such as political, social, or economic developments, including increasing and negative interest rates or the U.S. governments inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural and environmental disasters such as earthquakes, fires, floods, hurricanes, tsunamis and other weather-related phenomena; outbreaks of pandemic and epidemic diseases; terrorist attacks; war or military confrontations; and other geopolitical changes or events (and their aftermath) can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or a segment of a debt market. Climate change regulation (such as decarbonization legislation or other mandatory controls to reduce emissions of greenhouse gases) could significantly affect many of the companies in which the Funds invest by, among other things, increasing those companies operating costs and capital expenditures. Debt markets may be susceptible to market manipulation or other fraudulent practices which could disrupt the orderly functioning of these markets or adversely affect the value of instruments that trade in such markets.
A widespread health crisis such as a global pandemic could cause substantial market volatility and have long-term effects on the U.S. and world economies and markets generally. For example, the COVID-19 outbreak has resulted in significant disruptions to global business activity. The impact of this outbreak and other epidemics and pandemics that may arise in the future could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general in significant and unforeseen ways. A health crisis may also exacerbate other pre-existing political, social and economic risks. Any such impacts could adversely affect the prices and liquidity of the Funds investments and the Funds performance.
The London Interbank Offered Rate (LIBOR) is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. Certain of the Funds investments, payment obligations, and financing terms may be based on LIBOR. The regulatory authority that oversees financial services firms in the United Kingdom has announced plans to transition away from LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR as a reference rate and the nature of any replacement rate. The potential effects of the transition from LIBOR on the Fund, or on certain instruments in which the Fund invests, are not known. The transition process may result in, among other things, an increase in volatility or illiquidity of markets for instruments that currently rely on LIBOR to determine interest rates, a reduction in value of certain instruments held by the Fund, or a reduction in the effectiveness of related Fund transactions such as hedges. Any such effects could have an adverse impact on the Funds performance. Since the usefulness of LIBOR as a reference rate could deteriorate during the transition period, these effects could occur prior to the end of 2021.
See APPENDIX N for a description of ratings.
Depositary Receipts. Depositary receipts are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a depository. Depositary receipts may be sponsored or unsponsored and include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). In sponsored programs, an issuer has made arrangements to have its securities trade in the form of ADRs, EDRs, or GDRs. In unsponsored programs, the issuer may not be directly involved in the creation of the program. For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and may be offered privately in the United States and are generally designed for use in securities markets outside the U.S. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. Depositary receipts denominated in a currency other than the currency of the underlying securities subjects the investors to the currency risk of the depositary receipt and the underlying securities.
With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipt holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and financial information to the depositary receipt holders at the underlying issuers request.
Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.
Investments in non-U.S. issuers through ADRs, EDRs, GDRs, and other types of depositary receipts generally involve risks applicable to other types of investments in non-U.S. issuers. Investments in depositary receipts may be less liquid and more volatile than the underlying securities in their primary trading market.
Derivatives. Derivatives are financial contracts whose value is based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit
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rating, commodity, volatility measure or index. Derivatives often involve a counterparty to the transaction. Derivatives involving a counterparty are subject to the credit risk of the counterparty and to the counterpartys ability or willingness to perform in accordance with the terms of the derivative. Derivatives include futures, forward contracts, options, inverse floating rate instruments, swaps, and certain complex structured securities. Derivatives can be highly volatile and involve risks in addition to, and potentially greater than, the risks of the underlying indicator(s). Gains or losses from derivatives can be substantially greater than the derivatives original cost and can sometimes be unlimited. Derivatives can involve leverage. Derivatives can be complex instruments and can involve analysis and processing that differs from that required for other investment types. If the value of a derivative does not correlate well with the particular market or other asset class to which the derivative is intended to provide exposure, the derivative may not have the effect intended. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments. Legislation and regulation of derivatives in the U.S. and other countries, including asset segregation, margin, clearing, trading and reporting requirements, and leveraging and position limits, may make derivatives more costly and/or less liquid, limit the availability of certain types of derivatives, cause the Fund to change its use of derivatives, or otherwise adversely affect a Funds use of derivatives.
Emerging Market Countries. Emerging market countries include countries determined to have emerging market economies, taking into account a number of factors, including whether a particular country has a low- to middle-income economy according to the International Bank for Reconstruction and Development (the World Bank), the countrys designation by the International Monetary Fund as an emerging market, the countrys inclusion in an emerging market or frontier emerging market index, and other factors that demonstrate that the countrys financial and capital markets are in the development phase. Emerging market countries include countries located in Latin America, Asia, Africa, the Middle East, and developing countries of Europe, primarily Eastern Europe.
Investments tied economically to emerging market countries may be more volatile than investments in countries with more developed markets. The risk of expropriation, confiscatory taxation, nationalization and social, political, and economic instability, greater susceptibility to environmental problems, greater government involvement in the economy, inflation or deflation, currency devaluations, currency exchange rate fluctuations, war, and terrorism may be greater in emerging market countries than countries in developed markets. In addition, many emerging market countries with less established health care systems have experienced outbreaks of pandemic or contagious diseases from time to time. The economies of emerging market countries may be based on only a few industries, may be vulnerable to changes in trade conditions, and may have large debt burdens and higher inflation rates.
A number of emerging market countries restrict, to varying degrees, foreign investment in securities. Further, some securities may not be available to the Fund because foreign shareholders hold the maximum amount permissible under current law. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging market countries and may be subject to currency exchange control restrictions. In addition to withholding taxes on investment income, some emerging market countries may impose different capital gains taxes on foreign investors.
Generally accepted accounting, auditing, and financial reporting practices and standards in emerging market countries may vary from country to country and may be significantly different from those countries in developed markets. There may be less publicly available information about issuers and certain financial instruments, and currency hedging may be unavailable. Shares of companies that only trade on an emerging market securities exchange are not likely to file reports with the SEC. The financial information and disclosure made by such issuers of emerging market securities may be considerably less reliable than publicly available information about other foreign securities since such companies are generally not subject to the same regulatory, accounting, auditing or auditor oversight requirements applicable to companies that file reports with the SEC. In addition, the Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in certain emerging market countries. Many emerging market countries have less government supervision, regulation, and enforcement of the securities markets and participants in those markets.
Investors in emerging markets may not have the ability to seek certain legal remedies in U.S. courts as private plaintiffs. As a practical matter, investors may have to rely on domestic legal remedies that are available in the emerging market and such remedies are often limited and difficult for international investors to pursue. Shareholder claims, including class action and securities law and fraud claims, generally are difficult or unavailable to pursue as a matter of law or practicality in many emerging market countries. In addition, the SEC, U.S. Department of Justice and other U.S. authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company officers and directors, in certain emerging markets due to jurisdictional limitations and various other factors.
The securities markets of emerging market countries may have substantially less trading volume, resulting in a lack of liquidity and high price volatility. There may be a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries as well as a high concentration of investors and financial intermediaries. In addition, securities markets of emerging market countries may be subject to potential market closures due to market, economic, political, regulatory, geopolitical, environmental, public health, or other conditions.
Practices in relation to settlement of securities transactions in emerging market countries involve higher risks than those in developed countries because brokers and counterparties in such countries may be less well-capitalized and custody and registration of assets in some countries may be unreliable.
Emerging market country debt is subject to high risk and may not be rated for creditworthiness by any internationally recognized credit rating organization. The issuer or governmental authority that controls the repayment of an emerging market countrys debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. If a government obligor defaults on its obligation, an investor may have limited resources and may not be able to enforce a judgment against a foreign government.
A sub-set of emerging market countries are considered to have frontier markets. Frontier market countries generally have smaller, less diverse economies and less mature capital markets than larger emerging market countries, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier markets are more susceptible to having abrupt changes in currency values, less mature markets and settlement practices, and lower trading volumes that could lead to greater price volatility and illiquidity.
Certain trading structures or protocols in some emerging markets involve the risks described above to a greater degree than in developed markets or even in other emerging markets. For example, certain eligible Chinese securities listed and traded on the Shanghai Stock Exchange (SSE) may be invested in through the Hong Kong Shanghai Stock Connect (Stock Connect) program (Stock Connect
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Securities). Stock Connect is a securities trading and clearing program for the establishment of mutual market access between the Stock Exchange of Hong Kong (SEHK) and the SSE that commenced operations in November 2014.
Stock Connect is subject to regulations promulgated by regulatory authorities for both the SSE and the SEHK, and further regulations or restrictions, such as trading suspensions, may adversely affect Stock Connect and Stock Connect Securities. There is no guarantee that the systems required to operate Stock Connect will function properly or that both exchanges will continue to support Stock Connect in the future.
While Stock Connect is not subject to individual investment quotas, daily and aggregate purchase quotas apply to the aggregate volume on Stock Connect, which may restrict or preclude investment in Stock Connect Securities. In addition, Stock Connect Securities generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with the programs rules, and therefore are subject to liquidity risk. For example, when the SEHK is closed, investors will not be able to trade Stock Connect Securities at a time when Stock Connect Securities are trading on the SSE.
The Hong Kong Securities Clearing Company Limited (HKSCC) acts as nominee for Stock Connect Securities. As a result, investors will depend upon the cooperation of HKSCC to exercise certain shareholder rights, such as participation in corporate actions or shareholder meetings. It will not be possible for investors to pursue legal recourse against issuers of Stock Connect Securities without the participation of HKSCC, which is under no obligation to do so. It is currently unclear whether mainland Chinese courts would recognize investors beneficial ownership of the Stock Connect Securities in the event HKSCC as nominee holder, or another entity within the ownership structure, were to become insolvent. This could prevent or delay recovery of investor assets. Investment in Stock Connect Securities may not be covered by the securities investor protection programs of either exchange and, without such protection, would be subject to the risk of default of the investors broker.
These and other risks may exist to varying degrees in connection with investments through other trading structures, protocols and platforms in emerging markets.
Equity Securities. Equity securities represent an ownership interest, or the right to acquire an ownership interest, in a company or other issuer. Different types of equity securities provide different voting and dividend rights and priorities in the event of bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, securities convertible into stocks, depositary receipts for such securities, equity interests in REITs, securities of investment companies, and other similar interests in an issuer. The price of an equity security fluctuates in response to issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, as well as to investor perceptions of these conditions. Prices can decrease significantly in response to these conditions, and these conditions can affect a single issuer, issuers within a broad market sector, industry or geographic region, or the market in general. Different parts of the market and different types of securities can react differently to these conditions. For example, the stocks of growth companies can react differently from the stocks of value companies, and the stocks of large cap companies can react differently from the stocks of small cap companies. Certain changes or events, such as political, social, or economic developments, including increasing or negative interest rates or the U.S. governments inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events, can have a dramatic adverse effect on equity markets and may lead to periods of high volatility in an equity market or segment of an equity market. Climate change regulation (such as decarbonization legislation or other mandatory controls to reduce emissions of greenhouse gases) could significantly affect many of the companies in which the Funds invest by, among other things, increasing those companies operating costs and capital expenditures. Equity markets may be susceptible to market manipulation or other fraudulent practices which could disrupt the orderly functioning of these markets or adversely affect the value of instruments that trade in such markets.
A widespread health crisis such as a global pandemic could cause substantial market volatility and have long-term effects on the U.S. and world economies and markets generally. For example, the COVID-19 outbreak has resulted in significant disruptions to global business activity. The impact of this outbreak and other epidemics and pandemics that may arise in the future could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general in significant and unforeseen ways. A health crisis may also exacerbate other pre-existing political, social and economic risks. Any such impacts could adversely affect the prices and liquidity of the Funds investments and the Funds performance.
Floating Rate Certificates. Each holder of a floating rate certificate has the option at specified times to tender its certificate to the issuer or a specified third party acting as agent for the issuer for purchase at the stated amount of the certificate plus accrued interest. Floating rate certificates may be floating or variable rate securities. The issuer or third party agent may be unable to purchase the certificates on the purchase date due to a variety of circumstances, which may result in a loss of value of the certificates.
Foreign Currencies. Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer with exposure to multiple countries. In addition, foreign securities may be denominated in foreign currencies and currencies may be purchased directly. Accordingly, changes in the values of those currencies may have a positive or negative effect on the value of securities denominated in that currency or the value of the currency itself.
While holding currencies permits an investor to take advantage of favorable movements in the applicable exchange rate, this strategy also exposes the investor to risk of loss if exchange rates move in a direction adverse to the investors position. Such losses could reduce any profits or increase any losses sustained by the investor from the sale or redemption of securities and could reduce the dollar value of interest or dividend payments received.
The values of other currencies relative to the U.S. dollar may fluctuate in response to, among other factors, interest rate changes, intervention (or failure to intervene) by governments, central banks, or supranational entities such as the International Monetary Fund, the imposition of currency controls, tariffs, and other political or regulatory developments. Currency values can decrease significantly both in the short term and over the long term in response to these and other developments.
Some foreign countries have managed currencies, which are not free floating against the U.S. dollar. Managed currencies can experience a steep devaluation relative to the U.S. dollar. In addition, certain foreign countries may restrict the free conversion of their currencies into other currencies and certain foreign currencies may not trade outside their local country.
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Although foreign currency dealers generally do not charge a fee for foreign currency transactions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to the dealer.
Foreign currency transactions are contracts to purchase or sell foreign currencies for settlement on a future date. Foreign currency transactions that require a specific amount of a currency to be delivered at a specific exchange rate on a specific date are referred to as deliverable forwards. Depending on time to settlement and certain other characteristics, certain deliverable forwards can be referred to as spot foreign currency transactions. Foreign currency transactions that do not provide for physical settlement of the two currencies but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and current rate at settlement based upon an agreed upon notional amount are referred to as non-deliverable forwards. Depending on whether a foreign currency transaction is deemed to be a spot, a deliverable forward or a non-deliverable forward in a particular jurisdiction, the transaction may be subject to no or different regulatory requirements, including but not limited to reporting, margin, clearing and exchange trading or trading on other public facilities. Numerous regulatory changes related to foreign currency transactions are expected to occur over time and could materially and adversely affect the ability of the Fund to enter into foreign currency transactions or could increase the cost of foreign currency transactions. In the future, certain foreign currency transactions may be required to be subject to initial as well as variation margin requirements. Foreign currency transactions that are not centrally cleared are subject to the creditworthiness of the counterparty to the foreign currency transaction (usually large commercial banks), and their values may decline substantially if the counterpartys creditworthiness deteriorates. In a cleared foreign currency transaction, performance of the transaction will be effected by a central clearinghouse rather than by the original counterparty to the transaction. Foreign currency transactions that are centrally cleared will be subject to the creditworthiness of the clearing member and the clearing organization involved in the transaction.
A settlement hedge or transaction hedge attempts to protect against an adverse change in foreign currency values between the date a security is purchased or sold and the date on which payment is made or received. Entering into a foreign currency transaction for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of U.S. dollars locks in the U.S. dollar price of the security. Foreign currency transactions to purchase or sell a foreign currency may also be used in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet been selected.
Foreign currency transactions can be used to hedge against a decline in the value of existing investments denominated in foreign currency. For example, if an investor owned securities denominated in pounds sterling, the investor could enter into a forward contract to sell pounds sterling in return for U.S. dollars to hedge against possible declines in the pounds value. Such a hedge, sometimes referred to as a position hedge, would tend to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. An investor could also hedge the position by selling another currency expected to perform similarly to the pound sterling. This type of hedge, sometimes referred to as a proxy hedge, could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform similarly to the currency in which the hedged securities are denominated.
Foreign currency transactions can also be used to shift investment exposure from one currency into another. This may include shifting exposure from U.S. dollars to a foreign currency or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a cross-hedge, will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased, much as if a Fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. Cross-hedges protect against losses resulting from a decline in the hedged currency, but will cause a Fund to assume the risk of fluctuations in the value of the currency it purchases.
Swap agreements, indexed securities, hybrid securities and options and futures contracts relating to foreign currencies can be used for the same purposes.
Successful use of currency management strategies will depend on MFS skill in analyzing currency values. Currency management strategies may increase the volatility of a Funds returns and could result in significant losses to a Fund if currencies do not perform as MFS anticipates. For example, if a currencys value rose at a time when MFS had hedged a Fund by selling that currency in exchange for dollars, a Fund would not participate in the currencys appreciation. If MFS hedges currency exposure through proxy hedges, a Fund could realize currency losses from both the hedge and the security position if the two currencies do not move in tandem. Similarly, if MFS increases a Funds exposure to a foreign currency and that currencys value declines, a Fund will realize a loss. There is no assurance that MFS use of currency management strategies will be advantageous to a Fund or that it will hedge at appropriate times.
Foreign Markets. Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies may involve significant risks. Foreign investments involve risks relating to local political, economic, regulatory, or social developments, military action or unrest, adverse diplomatic developments, or government involvement in the economy or in the affairs of specific companies or industries (including wholly or partially state-owned enterprises), and may be affected by actions of U.S. and foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation or nationalization of assets, confiscatory taxation, imposition of tariffs or other economic and trade sanctions, embargoes, restrictions on U.S. investment or on the ability to repatriate assets or convert currency into U.S. dollars, entering or exiting trade or other intergovernmental agreements, or other government action. Economic or other sanctions imposed on a foreign country or issuer by the U.S., or on the U.S. by a foreign country, could impair a Funds ability to buy, sell, hold, receive, deliver, or otherwise transact in certain securities. Sanctions could also affect the value and/or liquidity of a foreign security. The debt instruments of foreign governments and their agencies and instrumentalities may or may not be supported by the full faith and credit of the foreign government. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for payment be renegotiated. In addition, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the U.S. dollar.
Foreign markets, while growing in volume and sophistication, may not be as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers. Foreign trading, settlement and custodial practices (including those involving settlement where Fund assets may be released prior to receipt of payment) may be less developed than those in U.S. markets, and may result in increased risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or foreign subcustodian. In addition, the costs associated with foreign investments,
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including withholding or other taxes, brokerage commissions, and custodial costs, are generally higher than with U.S. investments. Some countries limit the ability to profit from short-term trading (as defined in that country).
Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers may not be bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a timely basis. Foreign securities may trade on markets that are closed when the U.S. markets are open. As a result, accurate pricing information based on foreign market prices may not always be available. In general, there may be less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies than in the United States. Over-the-counter markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal rights in foreign countries. Investors in foreign countries may have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the SEC, the U.S. Department of Justice and other U.S. authorities to bring and enforce actions against foreign issuers or foreign persons is limited.
Some foreign investments impose restrictions on transfer within the United States or to U.S. persons. Although investments subject to such transfer restrictions may be marketable abroad, they may be less liquid than foreign investments that are not subject to such restrictions.
Foreign countries may have reporting requirements with respect to the ownership of securities, and those reporting requirements may be subject to interpretation or change without prior notice to investors. While the Fund makes reasonable efforts to stay informed of foreign reporting requirements relating to the Funds non-U.S. portfolio securities, no assurance can be given that the Fund will satisfy applicable foreign reporting requirements at all times.
On June 23, 2016, the United Kingdom voted via referendum to leave the European Union (commonly known as Brexit). On March 29, 2017, the United Kingdom formally notified the European Council of its intention to withdraw from the European Union and commenced the formal process of withdrawing from the European Union. On January 31, 2020, the United Kingdom left the European Union and entered into a transition period during which the United Kingdom and the European Union will attempt to negotiate and finalize a new trade agreement. Brexit has resulted in volatility in European and global markets and could have negative long-term impacts on financial markets in the United Kingdom and throughout Europe. There is still considerable uncertainty relating to the potential consequences of the exit, how the negotiations for the withdrawal and new trade agreements will be conducted, and whether the United Kingdoms exit will increase the likelihood of other countries also departing the European Union. During this period of uncertainty, the negative impact on not only the United Kingdom and European economies, but the broader global economy, could be significant, potentially resulting in increased market volatility and illiquidity, political, economic, and legal uncertainty, and lower economic growth for companies that rely significantly on Europe for their business activities and revenues. Any further exits from the European Union, or the possibility of such exits, or the abandonment of the Euro, may cause additional market disruption globally and introduce new legal and regulatory uncertainties.
Futures Contracts. A futures contract is an agreement between two parties to buy or sell in the future a specific quantity of an asset, currency, interest rate, index, commodity, instrument or other indicator at a specific price and time. Futures contracts are standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into the contract. The value of a futures contract typically fluctuates in correlation with the increase or decrease in the value of the underlying indicator. The buyer of a futures contract enters into an agreement to purchase the underlying indicator on the settlement date and is said to be long the contract. The seller of a futures contract enters into an agreement to sell the underlying indicator on the settlement date and is said to be short the contract. Futures on indexes and futures not calling for physical delivery of the underlying indicator will be settled through cash payments rather than through delivery of the underlying indicator.
If a fund is the purchaser or seller of a futures contract, the fund is required to deposit initial margin with a futures commission merchant (FCM) when the futures contract is entered into. Initial margin is typically calculated as a percentage of the contracts notional amount. The minimum margin required for a futures contract is set by the exchange on which the contract is traded and may be increased by the FCM during the term of the contract. A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day a fund pays or receives cash, called variation margin, equal to the daily change in value of the futures contract.
The risk of loss in trading futures contracts can be substantial, because of the low margin required, the extremely high degree of leverage involved in futures pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) to the investor, and with respect to certain futures contracts, short futures positions may theoretically result in unlimited losses. In the event of adverse price movements, an investor would continue to be required to make daily cash payments equal to the daily change in value of the futures contract. In addition, on the settlement date, an investor in physically settled futures may be required to make delivery of the indicators underlying the futures positions it holds.
Futures can be sold until their last trading dates, or can be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is available. It may not be possible to liquidate or close out a futures contract at any particular time or at an acceptable price and an investor would remain obligated to meet margin requirements until the position is closed. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.
Futures are subject to the creditworthiness of the FCM(s) and clearing organizations involved in the transaction.
Foreign futures contracts may not be subject to the same level of regulation as U.S. futures contracts, and foreign futures exchanges may follow trading, settlement, and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the U.S.
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may involve greater risk of loss than U.S. traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, clearing member, clearing house, or other party that may owe margin to a fund.
If MFS attempts to use a futures contract as a hedge against, or as a substitute for, a portfolio investment, the futures position may not correlate as expected with the portfolio investment, resulting in losses to the Fund. While hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.
Hybrid Instruments. Hybrid instruments are generally considered derivatives and combine the elements of swaps, futures contracts, or options with those of debt, preferred equity or a depository instrument. A hybrid instrument may be a debt instrument, preferred stock, warrant, convertible security, certificate of deposit or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal or stated amount payable at maturity, redemption or retirement, is determined by reference to prices, changes in prices, or differences between prices, of securities, currencies, intangibles, goods, commodities, indexes, economic factors or other measures, including interest rates, currency exchange rates, or commodities or securities indices, or other indicators.
The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, swaps, options, futures and currencies. An investment in a hybrid instrument may entail significant risks that are not associated with a similar investment in a traditional debt instrument. The risks of a particular hybrid instrument will depend upon the terms of the instrument, but may include the possibility of significant changes in the benchmark(s) or the prices of the underlying indicators to which the instrument is linked. Such risks generally depend upon factors unrelated to the operations or credit quality of the issuer of the hybrid instrument, which may not be foreseen by the purchaser, such as economic and political events, the supply and demand profiles of the underlying indicators and interest rate movements. Hybrid instruments may be highly volatile.
Hybrid instruments are potentially more volatile and carry greater market risks than traditional debt instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark, underlying asset or indicator may be magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark, underlying asset or indicator may not move in the same direction or at the same time.
Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of principal loss (or gain). Leverage risk occurs when the hybrid instrument is structured so that a given change in a benchmark or underlying indicator is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain.
If MFS attempts to use a hybrid instrument as a hedge against, or as a substitute for, a portfolio investment, the hybrid instrument may not correlate as expected with the portfolio investment, resulting in losses to the Fund. While hedging strategies involving hybrid instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.
Hybrid instruments may also carry liquidity risk since the instruments are often customized to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt instruments. Under certain conditions, the redemption value of such an investment could be zero. In addition, hybrid instruments are subject to the creditworthiness of the issuer of the hybrid instrument, and their values may decline substantially if the issuers creditworthiness deteriorates. Hybrid instruments also may not be subject to regulation by the CFTC, which generally regulates the trading of commodity futures, options, and swaps by and to U.S. persons, the SEC, which regulates the offer and sale of securities by and to U.S. persons, or any other governmental regulatory authority.
Inflation-Indexed Bonds. Inflation-indexed bonds are debt instruments whose principal and/or interest value are adjusted periodically according to a rate of inflation (usually a consumer price index). Two structures are most common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the inflation accruals as part of a semiannual coupon.
U.S. Treasury Inflation Protected Securities (TIPS) currently are issued with maturities of five, ten, or thirty years, although it is possible that securities with other maturities will be issued in the future. The principal amount of TIPS adjusts for inflation, although the inflation-adjusted principal is not paid until maturity. Semiannual coupon payments are determined as a fixed percentage of the inflation-adjusted principal at the time the payment is made.
If the rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. At maturity, TIPS are redeemed at the greater of their inflation-adjusted principal or at the par amount at original issue. If an inflation-indexed bond does not provide a guarantee of principal at maturity, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. For example, if inflation were to rise at a faster rate than nominal interest rates, real interest rates would likely decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates would likely rise, leading to a decrease in value of inflation-indexed bonds.
While these securities, if held to maturity, are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If nominal interest rates rise due to reasons other than inflation (for example, due to an expansion of non-inflationary economic activity), investors in these securities may not be protected to the extent that the increase in rates is not reflected in the bonds inflation measure.
The inflation adjustment of TIPS is tied to the Consumer Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of price changes in the cost of living, made up of components such as housing, food, transportation, and energy. There can be no assurance that the CPI-U will accurately measure the real rate of inflation in the prices of goods and services.
Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, the Fund may borrow money from and/or lend money to other Funds advised by MFS and for which MFD acts as the principal underwriter. Any loans under the program will
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be set at an interest rate that is the average of the highest rate available to a lending MFS Fund from an investment in overnight repurchase agreements and the approximate lowest rate at which bank short-term loans would be available to a borrowing MFS Fund. A borrowing MFS Fund may have to borrow from a bank at a higher rate if an interfund loan is called or not renewed. Any delay in repayment of an interfund borrowing to a lending MFS Fund could result in lost investment opportunities or borrowing costs.
Large Shareholder Risk: From time to time, shareholders of the Fund (which may include institutional investors, financial intermediaries, or other MFS Funds) may make relatively large redemptions or purchases of Fund shares. These transactions may cause the Fund to sell securities or invest additional cash, as the case may be, at disadvantageous prices. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on the Funds performance to the extent that the Fund may be required to sell securities or invest cash at times it would not otherwise do so. Redemptions of a large number of shares also may increase transaction costs or have adverse tax consequences for shareholders of the Fund by requiring a sale of portfolio securities. In addition, a large redemption could result in the Funds current expenses being allocated over a smaller asset base, leading to an increase in the Funds expense ratio.
Lending. The Fund may not lend any security or make any other loan, if as a result, more than 33 1/3% of its total assets would be lent to other parties. This limitation does not apply to the purchase of debt instruments, money market instruments, repurchase agreements, loans, or other direct indebtedness.
Lending of Portfolio Securities. Portfolio securities may be lent to approved entities, including banks, broker/dealers and their affiliates, and would be required to be secured by collateral in cash, an irrevocable letter of credit, or U.S. Government securities maintained on a current basis at an amount generally at least equal to the market value of the securities loaned. When one party lends portfolio securities to another party, the lender has the right to call the loan and obtain the securities loaned at any time on customary industry settlement notice (which will not usually exceed five business days). For the duration of a loan, the borrower pays the lender an amount equal to any interest or dividends received on the securities loaned. The lender also receives a fee from the borrower or compensation from the investment of the collateral, less a fee paid to the borrower (if the collateral is in the form of cash). The lender does not, however, have the right to vote any securities having voting rights during the existence of the loan, but it can call the loan in anticipation of an important vote to be taken among holders of the securities or of the giving or withholding of their consent on a material matter affecting the investment; however, it is sometimes not feasible, particularly in the case of foreign securities, to recall the securities in time to vote the shares. The Funds performance will continue to reflect changes in the value of the securities loaned and will also reflect the receipt of interest, through investment of cash collateral by the Fund or a fee. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the lender may not be able to recover the securities loaned or gain access to the collateral. These delays and costs could be greater for foreign securities. If the lender is not able to recover the securities loaned, the lender may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment and related transaction costs by the time the replacement investment is purchased. The Fund bears the risk of any investment loss from cash received as collateral that is invested in other eligible securities, including shares of a money market fund. The Fund engages securities lending agents to arrange loans of the portfolio securities. The Fund pays a fee to such agents.
Services provided by the securities lending agents include locating borrowers; evaluating the initial and ongoing creditworthiness of borrowers; determining and monitoring the value of loaned securities and collateral; monitoring collateral requirements and collecting additional collateral as necessary; collateral transfer; cash collateral management; negotiation of loan terms; selection of securities to be loaned; recordkeeping and reporting; monitoring lending restrictions; monitoring for loan position modifications due to corporate actions; monitoring distribution activity and delivering any distributions from securities on loan; monitoring proxy votes related to U.S. loaned securities; and arranging for the return of loaned securities at loan termination or as otherwise required.
New regulations require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict the rights of counterparties, such as the Funds, to terminate such agreements, foreclose upon collateral, exercise other default rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or insolvency proceedings. It is possible that these new requirements, as well as potential additional government regulation and other developments in the market, could adversely affect a Funds ability to terminate existing securities lending agreements or to realize amounts to be received under such agreements in the event the counterparty or its affiliate becomes subject to a resolution or insolvency proceeding.
Income and fees related to securities lending activities for the Funds most recent fiscal year are set forth in APPENDIX O.
Leveraging. Certain transactions and investment strategies, including when-issued, delayed delivery, and forward commitment purchases, mortgage dollar rolls, and some derivatives, can result in leverage. Leverage involves investment exposure in an amount exceeding the initial investment. In transactions involving leverage, a relatively small change in an underlying indicator can lead to significantly larger losses to the Fund. Leverage can cause increased volatility by magnifying gains or losses.
Liquidity. Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market, or may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical and other conditions, including investors trying to sell large quantities of a particular investment or type of investment, or lack of market makers or other buyers for a particular investment or type of investment. At times, all or a significant portion of a market may not have an active trading market. Without an active trading market where frequent and large purchase and sale transactions of a security occur without significantly affecting the price of that security, it may be difficult to value and not possible to sell these investments and the Fund may have to sell certain of these investments at a price or time that is not advantageous in order to meet redemptions or other cash needs.
The Fund has implemented a liquidity risk management program pursuant to Rule 22e-4 under the 1940 Act that MFS believes is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of the remaining investors interests in the Fund. In accordance with Rule 22e-4, the Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments. In the event the Funds illiquid investments exceed 15% of the Funds net assets, MFS will take certain actions, including reporting the occurrence to the Board and providing the Board with information regarding how MFS plans to bring the Funds illiquid investments to or below 15% of the Funds net assets within a reasonable time. While the Funds liquidity risk management program attempts to assess and manage liquidity risk, there is no guarantee it will be effective in its operations and may not reduce the liquidity risk inherent in a Funds investments.
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Loans and Other Direct Indebtedness. Loans and other direct indebtedness are interests in amounts owed by corporations, governmental or other borrowers to lenders or lending syndicates (loans and loan participations), to suppliers of goods and services (trade claims and other receivables), or to other parties. Some loans may be unsecured in part or in full. Loans may be in default at the time of purchase. Loans that are fully secured should protect the purchaser to a greater extent than unsecured loans in the event of nonpayment of scheduled interest or principal. However, there can be no assurance that the liquidation of collateral acquired in connection with the default of a secured loan would satisfy the borrowers obligation, or that such collateral could be liquidated.
Loans generally are made to finance internal growth, mergers, acquisitions, stock repurchases, leveraged buy-outs or other corporate activities. Such loans typically are originated, negotiated and structured by a syndicate of lenders represented by an agent lender that has negotiated and structured the loan and that is responsible for collecting interest and principal payments and other amounts due on behalf of all of the lenders in the syndicate, and for enforcing the lenders rights against the borrower. Typically, the agent is given broad discretion in monitoring the borrowers performance and is obligated to use the same care it would use in the management of its own property. Upon an event of default, the agent typically will enforce the loan agreement after instruction from the lenders. The borrower compensates the agent for these services. This compensation may include special fees paid when the loan is structured or funded and other fees paid on a continuing basis. The typical practice of an agent or a lender to rely exclusively or primarily on reports from the borrower involves a risk of fraud by the borrower.
If an agent becomes insolvent, or has a receiver, conservator or similar official appointed for it by an appropriate authority, or if it becomes a debtor in a bankruptcy proceeding, the agents appointment may be terminated, and a successor agent typically may be appointed by the lenders. If an appropriate authority determines that assets held by the agent for the benefit of lenders or purchasers of loans are subject to the claims of the agents general or secured creditors, then such lenders or purchasers might incur certain costs and delays in realizing payment on a loan or suffer a loss of principal and/or interest. Furthermore, in the event of the borrowers bankruptcy or insolvency, the borrowers obligation to repay a loan may be subject to certain defenses that the borrower can assert as a result of improper conduct by the agent.
Loans may be acquired by participating directly in a lending syndicate as a lender. Alternatively, loans or an interest in loans may be acquired by novation, by assignment or by participation from members of the lending syndicate or from other participants. In a novation or an assignment, the acquirer assumes all of the rights of the lender in the loan or of the participant in the participants portion of the loan and, in the case of a novation or an assignment from a member of the lending syndicate, becomes a party of record with respect to the loan. In a participation, the acquirer purchases a portion of the lenders or the participants interest in the loan, but has no direct contractual relationship with the borrower. An investment in a loan by participation gives rise to several risks. The acquirer must rely on another party not only for the enforcement of the acquirers rights against the borrower, but also for the receipt and processing of principal, interest or other payments due under the loan and may be subject to the credit risk of the other party in addition to the borrower. The acquirer may be subject to delays, expenses, and risks that are greater than those that would be involved if the acquirer could enforce its rights directly against the borrower. In addition, under the terms of a participation agreement, the acquirer may be regarded as a creditor of the seller of the participation interest (rather than of the borrower), so that the acquirer also may be subject to the risk that such seller could become insolvent. A participation agreement also may limit the rights of the acquirer to vote on changes that may be made to the underlying loan agreement, such as waiving a breach of a covenant.
Direct indebtedness includes trade or other claims against companies, which generally represent monies owed by such companies to suppliers of goods or services. Such claims may be purchased when such companies are in default.
The ability to receive payments of principal and interest on loans and other direct indebtedness will depend primarily on the financial condition of the borrower. Because an acquirer may be required to rely on another party to collect and to pass on to it amounts payable with respect to the loan or other direct indebtedness and to enforce the acquirers rights under the loan or other direct indebtedness, an insolvency, bankruptcy or reorganization of such other party may delay or prevent the acquirer from receiving such amounts. The highly leveraged nature of many loans and other direct indebtedness may make such loans and other direct indebtedness especially vulnerable to adverse changes in economic or market conditions.
Revolving credit facilities and other standby financing commitments obligate the purchaser to fund additional cash on a certain date or on demand. A revolving credit facility differs from other types of financing commitments in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the revolving credit facility. These commitments may have the effect of requiring a purchaser to increase its investment in a company at a time when the purchaser might not otherwise decide to do so (including at a time when the companys financial condition makes it unlikely that such amounts will be repaid).
Historically, loans normally have not been registered with the SEC or any state securities commission or listed on any securities exchange. As a result, the amount of public information available about a specific loan historically has been less extensive than if the loan were registered or exchange traded. Loans may also not be considered securities, and purchasers may not be entitled to rely on the anti-fraud and other protections of the federal securities laws.
Floating rate loans generally are subject to legal or contractual restrictions on resale. Floating rate loans currently are not listed on any securities exchange or automatic quotation system. As a result, no active market may exist for some floating rate loans, and to the extent a secondary market exists for other floating rate loans, such market may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. Additionally, the supply of floating rate loans may be limited from time to time due to a lack of sellers in the market for existing floating rate loans or to the number of new floating rate loans currently being issued. As a result, the floating rate loans available for purchase may be of lower quality or may have higher prices.
With respect to its management of investments in bank loans, MFS will normally seek to avoid receiving material, non-public information (MNPI) about the issuers of bank loans being considered for acquisition by the Fund or held by the Fund. In many instances, borrowers may offer to furnish MNPI to prospective investors, and to holders, of the issuers loans. MFS decision not to receive MNPI may place MFS at a disadvantage relative to other investors in loans (which could have an adverse effect on the prices the Fund pays or receives when buying or selling loans). Also, in instances where holders of loans are asked to grant amendments, waivers or consent, MFS ability to assess their significance or desirability may be adversely affected. For these and other reasons, it is possible that MFS decision not to receive MNPI under normal circumstances could adversely affect the Funds investment performance.
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Notwithstanding its intention generally not to receive MNPI with respect to its management of investments in loans, MFS may from time to time come into possession of MNPI about the issuers of loans that may be held by the Fund. Possession of such information may in some instances occur despite MFS efforts to avoid such possession, but in other instances MFS may choose to receive such information (for example, in connection with participation in a creditors committee with respect to a financially distressed issuer). As, and to the extent, required by applicable law, MFS ability to trade in these loans for the account of the Fund could potentially be limited by its possession of such information. Such limitations on MFS ability to trade could have an adverse effect on the Fund by, for example, preventing the Fund from selling a loan that is experiencing a material decline in value. In some instances, these trading restrictions could continue in effect for a substantial period of time.
Master Limited Partnerships. Master limited partnerships are limited partnerships in which ownership interests are publicly traded. Master limited partnerships typically own interests in properties or businesses related to the oil and gas industries, although they may own other types of investments. Investments in master limited partnerships are subject to similar risks to those associated with the specific industry or industry in which the partnership invests, such as the risk of investing in the real estate or oil and gas industries. In addition, investments in master limited partnerships are subject to the risks of investing in a partnership, including limited control and voting rights on matters affecting the partnership and fewer investor protections compared to corporations.
MFS Funds-of-Funds Conflict of Interest Risk. In managing MFS Fund-of-Funds and underlying funds, MFS is subject to conflicts of interest in selecting and substituting underlying funds for which it is the adviser (e.g., because the management fees paid by some underlying funds are higher than the management fees paid by other underlying funds), and, more generally, in fulfilling its obligations with respect to both the MFS Fund-of-Funds and the underlying funds. Therefore, a conflict of interest exists because MFS has an incentive to allocate fund assets into underlying funds that produce the greatest fees for MFS; however, MFS is legally obligated to act in the best interests of both the MFS Fund-of-Funds and the underlying funds.
Money Market Instruments. Money market instruments, or short-term debt instruments, consist of obligations such as commercial paper, bank obligations (e.g., certificates of deposit and bankers acceptances), repurchase agreements, and various government obligations, such as Treasury bills. Money market instruments may be structured to be, or may employ a trust or other form so that they are, eligible investments for money market funds. For example, put features can be used to modify the maturity of a security or interest rate adjustment features can be used to enhance price stability. If a structure fails to function as intended, adverse tax or investment consequences may result. Neither the Internal Revenue Service (IRS) nor any other regulatory authority has ruled definitively on certain legal issues presented by certain structured securities. Future tax or other regulatory determinations could adversely affect the value, liquidity, or tax treatment of the income received from these securities. Commercial paper is a money market instrument issued by banks or companies to raise money for short-term purposes. Unlike some other debt obligations, commercial paper is typically unsecured. Commercial paper may be issued as an asset-backed security.
Mortgage-Backed Securities. Mortgage-backed securities are securities that represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans. The payment of principal and interest and the price of a mortgage-backed security generally depend on the cash flows generated by the underlying mortgages and the terms of the mortgage-backed security. In addition, tax or other regulatory changes may adversely affect the mortgage-backed securities market as a whole. Mortgage-backed securities are backed by different types of mortgages, including commercial and residential properties and reverse mortgages. Investments in mortgage-backed securities are impacted by the industry, sector, and geographic region of the underlying mortgages. Mortgage-backed securities include various types of securities such as pass-throughs, stripped mortgage-backed securities, and collateralized mortgage obligations. There are a wide variety of mortgage types underlying these securities, including mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than customary.
Mortgage-backed securities represent interests in pools of mortgage loans assembled for sale to investors by various governmental agencies, such as the Government National Mortgage Association (GNMA), by government-related organizations, such as the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC), and by private issuers, such as commercial banks, savings and loan institutions and mortgage companies. Government mortgage-backed securities are backed by the full faith and credit of the United States as to payment of principal and interest. GNMA, the principal U.S. guarantor of these securities, is a wholly-owned U.S. government corporation within the Department of Housing and Urban Development. Government-related mortgage-backed securities are not backed by the full faith and credit of the United States. Issuers of government-related mortgage-backed securities include FNMA and FHLMC. FNMA is a congressionally chartered corporation subject to general regulation by the Secretary of Housing and Urban Development.
Securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA. FHLMC is a stockholder-owned government-sponsored enterprise established by Congress. Participation certificates representing interests in mortgages from FHLMCs national portfolio are guaranteed as to the timely payment of interest and principal by FHLMC.
Under the Federal Housing Finance Agencys Single Security Initiative, FNMA and FHLMC have entered into a joint initiative to develop a common securitization platform for the issuance of Uniform Mortgage-Backed Securities (UMBS), which would generally align the characteristics of FNMA and FHLMC mortgage-backed securities. In June 2019, FNMA and FHLMC started to issue UMBS in place of their current offerings of TBA-eligible mortgage-backed securities. The effect of the issuance of UMBS on the market for mortgage-backed securities is uncertain.
Private mortgage-backed securities represent interest in pools consisting of residential or commercial mortgage loans created by non-government issuers, such as commercial banks and savings and loan associations and private mortgage companies. Private mortgage-backed securities may be subject to greater credit risk and be more volatile than government or government-related mortgage-backed securities. In addition, private mortgage-backed securities may be less liquid than government or government-related mortgage-backed securities.
Private, government, or government-related entities may create mortgage loan pools offering pass-through investments in addition to those described above. Interests in pools of mortgage-related securities differ from other forms of debt instruments, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities typically provide a monthly payment which consists of both interest and principal payments. In effect, these payments generally are a pass-through of the monthly payments made by the individual borrowers on their residential or commercial loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs incurred.
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Mortgage-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. Prepayments of principal by mortgagors or mortgage foreclosures shorten the term of the mortgage pool underlying the mortgage-backed security. The occurrence of prepayments is a function of several factors, including interest rates, general economic conditions, the location of the mortgaged property, the age of the mortgage or the location and age of other underlying obligations, regulatory requirements, and other social and demographic conditions. Because prepayment rates of individual mortgage pools vary widely, the average life of a particular pool is difficult to predict. The rate of principal payments for a reverse mortgage-backed security depends on a variety of economic, geographic, social, and other factors, including interest rates and borrower mortality. Reverse mortgage-backed securities may respond differently to economic, geographic, social, and other factors than other mortgage-backed securities. A Funds ability to maintain positions in mortgage-backed securities is affected by the reductions in the principal amount of such securities resulting from prepayments. The values of mortgage-backed securities vary with changes in market interest rates generally and the differentials in yields among various kinds of U.S. government securities, mortgage-backed securities, and securitized instruments. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the average life of a pool of mortgages supporting a mortgage-backed security. Conversely, in periods of falling interest rates, the rate of prepayment tends to increase thereby shortening the average life of such a pool. Because prepayments of principal generally occur when interest rates are declining, an investor generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which its assets were previously invested. Therefore, mortgage-backed securities typically have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity. Ongoing developments in the residential and commercial mortgage markets may have additional consequences for the market for mortgage-backed securities. During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes drastically, with respect to secularizations involving mortgage loans. The effects of the COVID-19 virus and governmental responses to the effects of the virus, may result in increased delinquencies and losses and have other, potentially unanticipated, adverse effects on such investments and the markets for those investments.
Collateralized mortgage obligations (CMOs) are mortgage-backed securities that are collateralized by residential or commercial loan mortgages or mortgage pass-through securities. The bonds issued in a CMO transaction are divided into groups, and each group of bonds is referred to as a tranche. The CMO structure enables the issuer to direct the principal and interest cash flow generated by the collateral of the different tranches in a prescribed manner in order to meet different investment objectives. Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the CMO bondholders. The bonds issued under a traditional CMO structure are retired sequentially as opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. Under a CMO structure, the repayment of principal among the different tranches is prioritized in accordance with the terms of the particular CMO issuance. The fastest-pay tranches of bonds, as specified in the Prospectus for the issuance, would initially receive all principal payments. When those tranches of bonds are retired, the next tranche, or tranches, in the sequence, as specified in the Prospectus, receive all of the principal payments until they are retired. The sequential retirement of bond groups continues until the last tranche is retired. Accordingly, the CMO structure allows the issuer to use cash flows of long maturity, monthly-pay collateral to formulate securities with short, intermediate, and long final maturities, as well as varied expected average lives and risk characteristics. Other structures include floating rate CMOs, parallel pay CMOs, planned amortization classes, accrual bonds and CMO residuals. These structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which a Fund invests, the investment may be subject to a greater or lesser risk of prepayment than other types of mortgage-backed securities.
A primary risk of CMOs is the uncertainty of the timing of cash flows that results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the particular CMO transaction (that is, the priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, average life, and prices of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities. The value of CMOs collateralized by commercial mortgages or commercial mortgage pass-through securities depend on the cash flow and volatility of the commercial loans, the volatility and reliability of cash flows associated with the commercial properties; the type, quality, and competitiveness of the commercial properties; the experience, reputation and capital resources of the borrower and the manager; the location of the commercial properties; the quality of the tenants; and the terms of the loan agreements.
Stripped mortgage-backed securities (SMBSs) are derivative multi-class mortgage-backed securities. SMBSs may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks, and special purpose entities formed or sponsored by any of the foregoing. SMBSs may be less liquid than other types of mortgage-backed securities.
SMBSs are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or IO class), while the other class will receive all of the principal (the principal-only or PO class). The price and yield-to-maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Funds yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may fail to recoup some or all of its initial investment in these securities, even if the security is in one of the highest rating categories. The mortgages underlying these securities may be alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than customary.
Mortgage Dollar Roll Transactions. In mortgage dollar roll transactions, the investor sells mortgage-backed securities for delivery in the future and simultaneously contracts to repurchase substantially similar securities on a specified future date. During the roll period, the investor foregoes principal and interest paid on the mortgage-backed securities. The lost interest is compensated by the difference between the current sales price and the lower price for the future purchase (often referred to as the drop) as well as by the interest earned on, and
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gains from, the investment of the cash proceeds of the initial sale. A commitment fee may also be received for participation in such transaction.
If the income and capital gains from the investment of the cash from the initial sale do not exceed the income, capital appreciation and gain or loss that would have been realized on the securities sold as part of the dollar roll, the use of this technique will result in a lower return than would have been realized without the use of the dollar rolls. Dollar roll transactions involve the risk that the market value of the securities that are required to be purchased in the future may decline below the agreed upon repurchase price of those securities. If the party to whom the securities are sold becomes insolvent, the right to purchase or repurchase securities may be restricted. Successful use of mortgage dollar rolls may depend upon the investors ability to correctly predict interest rates and prepayments.
A dollar roll can be viewed as a borrowing. If a Fund makes additional investments while a dollar roll is outstanding, this may be considered a form of leverage.
Municipal Instruments. Debt obligations or other instruments or participations therein issued by or on behalf of (or that are otherwise treated for federal tax purposes as issued by or an obligation of) states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies or instrumentalities, are known as municipal instruments. Generally, interest received on municipal instruments is exempt from federal income tax. The tax-exempt nature of the interest on a municipal instrument is generally the subject of a bond counsel opinion delivered in connection with the issuance of the instrument. There is no assurance that the IRS will agree with bond counsels opinion that such interest is tax-exempt or that the interest payments on such municipal instruments will continue to be tax exempt for the life of the municipal instrument. Issuers or other parties generally enter into covenants requiring continuing compliance with federal tax requirements to preserve the tax-free status of interest payments over the life of the municipal instrument. If at any time the covenants are not complied with, or if the IRS otherwise determines that the issuer did not comply with relevant tax requirements, interest payments from a municipal instrument could become federally taxable, possibly retroactively to the date the municipal instrument was issued and an investor may need to file an amended income tax return. Certain types of structured securities are designed so that tax-exempt interest from municipal instruments held by the underlying entity will pass through to the holders of the structured security. There is no assurance that the IRS will agree that such interest is tax exempt.
From time to time, proposals have been introduced before Congress and state legislatures to restrict or eliminate the federal and state income tax exemption for interest on municipal instruments. Similar proposals may be introduced in the future. Such legislation or court or tax rulings that eliminate or cap the federal and/or state deduction of interest from municipal instruments could adversely affect the price of municipal instruments and the interest paid by the municipal instruments, and may restrict or eliminate the ability of certain Funds to achieve their respective investment objectives.
The value of municipal instruments can be affected by changes in their actual or perceived credit quality. The credit quality and ability to pay principal and interest when due of municipal instruments can be affected by, among other things, the financial condition of the issuer or guarantor, the issuers future borrowing plans and sources of revenue, the economic feasibility of the revenue bond project or general borrowing purpose, political or economic developments in the region where the instrument is issued. Municipal instruments generally trade in the over-the-counter market. Information about the financial condition of an issuer of municipal bonds may not be as extensive or frequently available as that which is made available by corporations whose securities are publicly traded.
General obligation bonds are backed by the issuers pledge of its full faith and credit and taxing power for the repayment of principal and the payment of interest. Issuers of general obligation bonds include states, territories, counties, cities, towns, and regional districts. The proceeds of these obligations are used to fund a wide range of public projects, including construction or improvement of schools, highways and roads, and water and sewer systems. The rate of taxes that can be levied for the payment of debt service on these bonds may be limited. Additionally, there may be limits as to the rate or amount of special assessments or taxes that can be levied to meet these obligations.
Some general obligation bonds are backed by both a pledge of a specific revenue source, such as a special assessment or tax and an issuers pledge of its full faith and credit and taxing power. Debt service from these general obligation bonds is typically paid first from the specific revenue source and second, if the specific revenue source is insufficient, from the general taxing power.
Revenue bonds are generally backed by the specific revenues derived from a particular facility, group of facilities, or, in some cases, the proceeds of a special excise tax or other specific revenue source, such as a states or local governments proportionate share of the payments from the Tobacco Master Settlement Agreement. Revenue bonds are issued to finance a wide variety of capital projects. Examples include electric, gas, water and sewer systems; highways, bridges, and tunnels; port and airport facilities; colleges and universities; and hospitals. Industrial development bonds, a type of revenue bond, are issued by or on behalf of public authorities to raise money to finance various privately operated facilities for a variety of purposes, including economic development, solid waste disposal, transportation, and pollution control. Although the principal security for revenue bonds is typically the revenues of the specific facility, project, company or system, many revenue bonds are secured by additional collateral in the form of a mortgage on the real estate comprising a specific facility, project or system, a lien on receivables and personal property, as well as the pledge of various reserve funds available to fund debt service, working capital, capital expenditures or other needs. Specific revenues and other security pledged may be insufficient to pay principal and interest due which will cause the price of the bonds to decline. In some cases, revenue bonds issued by an authority are backed by a revenue stream unrelated to the issuer, such as a hotel occupancy tax, a sales tax, or a special assessment. In these cases, the ability of the authority to pay debt service is solely dependent on the revenue stream generated by the special tax. Furthermore, the taxes supporting such issues may be subject to legal limitations as to rate or amount.
Municipal insurance policies typically insure, subject to the satisfaction of the policy conditions and certain other restrictions, timely and scheduled payment of all principal and interest due on the underlying municipal instruments. Municipal insurance does not insure against market fluctuations which affect the price of a security.
The insurance may be obtained by either (i) the issuer at the time the municipal instrument is issued, commonly referred to as primary market insurance, or (ii) another party after the municipal instrument has been issued, commonly referred to as secondary market insurance.
The value of a municipal insurance policy is dependent on the credit quality and financial strength of the issuer providing such insurance and its ability to fulfill its claims-paying obligations. As a result of ratings downgrades and withdrawals from the municipal insurance business, some municipal insurance policies may have little or no value.
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Municipal bonds may be more susceptible to downgrades or defaults during economic downturns or similar periods of economic stress, which in turn could affect the market values and marketability of many or all municipal obligations of issuers in a state, U.S. territory, or possession. For example, the COVID-19 outbreak has significantly stressed the financial resources of many municipal issuers, which may impair their ability to meet their financial obligations and harm the value of the Funds investments. Factors contributing to the economic stress on municipal issuers may include an increase in expenses associated with combatting the COVID-19 pandemic and a decrease in revenues supporting the bonds due to factors such as lower sales tax revenue as a result of decreased consumer spending, lower income tax revenue due to higher unemployment, and a decrease in the value of collateral backing the revenue bonds issued by hospitals, colleges and universities, toll roads, convention centers, stadiums, casinos, and others due to closures and/or curtailment of services and/or changes in consumer behavior. Since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to a Fund could increase if the banking or financial sector suffers an economic downturn and/or if the credit ratings of the institutions issuing the guarantee are downgraded or at risk of being downgraded by a national rating organization. If such events were to occur, the value of the security could decrease or the value could be lost entirely, and it may be difficult or impossible for a Fund to sell the security at the time and the price that normally prevails in the market. In light of the uncertainty surrounding the magnitude, duration, reach, costs and effects of the COVID-19 pandemic, as well as actions that have been or could be taken by governmental authorities or other third parties, it is difficult to predict the level of financial stress and duration of such stress municipal issuers may experience.
In addition to being downgraded, if a municipality experiences significant financial distress, depending on applicable law, it may become subject to emergency oversight, and in some jurisdictions may be eligible to file a petition for relief under Chapter 9 of the U.S. Bankruptcy Code. As a result of these actions, a distressed municipality may be entitled to certain protections from the enforcement of rights and remedies by creditors in order to permit the municipality to negotiate and execute a plan for the reorganization of its debts. Such a reorganization of debts may include the extension of debt maturities, reduction in the amount of principal and interest due thereon, alterations to contractual provisions and other measures which may significantly affect the value of the securities issued by the municipality and the value of the Funds investments therein.
Education. In general, there are two types of education-related bonds: (i) those issued to finance projects for public and private colleges and universities, charter schools and private schools, and (ii) those representing pooled interests in student loans. Bonds issued to supply educational institutions with funding or to fund construction and other projects which benefit the educational institution are subject to many risks, including the risks of unanticipated revenue decline, primarily the result of decreasing student enrollment, decreasing state and federal funding, or a change in general economic conditions, including the events surrounding the COVID-19 pandemic. Additionally, higher than anticipated costs associated with salaries, utilities, insurance or other general expenses, including those associated with the COVID-19 pandemic, could impair the ability of a borrower to make annual debt service payments. Charter schools are subject to the additional risk that the contract (or charter) may be revoked for failure to meet academic or fiscal management standards, safety or health-related issues, or other reasons. Student loan revenue bonds are typically offered by state (or substate) entities and are primarily backed by pools of private student loans. Underlying student loans are generally unsecured loans made to parents or students which may be supported by reserves or other forms of credit enhancement. Cash flows supporting student loan revenue bonds are impacted by numerous factors, including the rate of student loan defaults, seasoning of the loan portfolio, unemployment rates, the trusts overall ability to generate excess spread, and loan modifications. Since bonds are issued prior to the origination of student loans, there is risk that bond proceeds are not fully disbursed to students, in which case the issuer has the option to retire bonds prior to the stated maturity or call date. Other risks associated with student loan revenue bonds include potential changes in federal legislation regarding student loan revenue bonds, bankruptcy protection for student loan borrowers, and continued federal interest and other program subsidies currently in effect.
Electric Utilities. The electric utilities industry is highly regulated at both the state and federal level. There are generally two types of electric utilities: municipal owned and investor owned. Municipal owned utilities typically benefit from a monopoly position and self-imposed rates, whereas investor owned utilities are typically subject to state and federal oversight for rates and/or subject to competition. Regardless of type, risks include: (a) the availability and cost of fuel, (b) the availability and cost of capital, (c) the effects on demand from economic conditions, (d) the effects of conservation on energy demand, (e) the effects of rapidly changing environmental, safety, and licensing requirements, and other federal, state, and local regulations, (f) timely and sufficient rate increases allowing for reasonable cost recovery including growing retiree obligations and changing fuel prices, (g) maintenance of existing assets and (h) timely and efficient construction of new assets including those to meet renewable energy mandates.
Health Care. The health care industry includes providers such as hospitals, nursing homes, retirement communities, and community health organizations. It is subject to regulatory action by a number of governmental agencies at the federal, state, and local level. A major source of revenues for the health care industry is payments from the Medicare and Medicaid programs. As a result, the industry is sensitive to legislative changes and reductions in governmental spending for such programs. A second major source of revenues for the health care industry is payments from private insurance companies and health maintenance organizations. As such, any changes to and reductions in reimbursement rates from these entities for services provided could be detrimental to the revenues of the providers. Numerous other factors may affect the industry, such as general and local economic conditions, including the COVID-19 pandemic and associated revenue and expense pressures; the real estate market; demand for services; expenses (including for example, labor, malpractice insurance premiums and pharmaceutical products); and competition among health care providers. In the future, the following factors may adversely affect health care facility operations: national health reform legislation or proposed legislation; other state or local health care reform measures; medical and technological advances which dramatically alter the need for health services or the way in which such services are delivered; changes in medical coverage which alter the traditional fee-for-service revenue stream; and efforts by employers, insurers, and governmental agencies to reduce the costs of health insurance and health care services.
Housing. Housing revenue bonds typically are issued by a state, county, or local housing authority and are secured by mortgage loan repayments. The proceeds of these bonds may be used to make mortgage loans for single-family housing, multi-family housing, or a combination of the two. Due to the difficulty in precisely predicting demand for mortgages, there is a risk that the bond proceeds will be in excess of demand, which could result in early retirement of the bonds by the issuer. Moreover, such housing revenue bonds depend for their repayment upon the cash flow from the underlying mortgages, which cannot be precisely predicted when the bonds are issued, and is negatively impacted by an increase of the rate of mortgage defaults, including any that may occur as a result of the COVID-19 pandemic. Any difference in the actual cash flow from such mortgages from the assumed cash flow could have an adverse impact upon the ability of the issuer to make scheduled payments of principal and interest on the bonds, or could result in early retirement of the bonds. Additionally, the
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scheduled payments of principal and interest depend in part upon reserve funds established from the proceeds of the bonds, assuming certain rates of return on investment of such reserve funds. The financing of housing projects is affected by a variety of factors, including general economic conditions, interest rates, and real estate prices, which may impact the borrowers ability to pay debt service and may impair the value of the collateral securing the bonds, if any. Some authorities provide additional security for the bonds in the form of insurance, subsidies (federal, state, or local), additional collateral, or state pledges (without obligation) to make up deficiencies. With respect to multi-family housing, additional risk factors include satisfactory completion of construction within cost constraints, the achievement and maintenance of a sufficient level of occupancy, sound management of the developments, timely and adequate increases in rents to cover increases in operating expenses, including taxes, utility rates and maintenance costs, changes in applicable laws and governmental regulations and social and economic trends. With respect to single family housing, additional risk factors include the additional credit risk of first-time homebuyers with lower incomes and mortgages with little or no equity.
Prepaid Gas Bonds. Payment of principal and interest on prepaid gas bonds is subject to the key risk that the gas supplier fails to provide the natural gas as agreed over the life of the contract between the gas supplier and the municipal utility. The gas suppliers obligation to provide the natural gas is guaranteed by a financial institution and therefore the credit quality of this financial institution is an important factor in the credit quality and value of the bonds. Additional risks include the willingness and ability of the municipal utilities to purchase the gas when delivered. Failure to do so, among other things, could result in the bond being called.
Tender Option Bonds. A tender option bond is a common way of referring to the two classes of certificates issued by a special purpose trust into which municipal instruments are deposited. The first class, the floating rate certificates, pays an interest rate that is typically reset weekly based on a specified index. The second class, the inverse floating rate certificates, pays an interest rate based on the difference between the interest rate earned on the underlying municipal instruments and the interest rate paid on the floating rate certificates, after expenses. A remarketing agent for the trust is required to attempt to re-sell any tendered floating rate certificates to new investors for the purchase price (the stated amount of the floating rate certificates plus accrued interest). If the remarketing agent is unable to successfully re-sell the tendered floating rate certificates, depending on the structure of the trust, a liquidity provider to the trust may elect to cause the trust to sell the municipal instruments held by the trust in an amount sufficient to purchase any tendered floating rate certificates or may provide a loan to the trust, the proceeds of which will be used to purchase the tendered floating rate certificates.
A tender option bond transaction typically provides for the automatic termination of the trust upon the occurrence of certain adverse events. These events may include, among others, a credit rating downgrade or decrease in the value of the underlying municipal instruments below a specified level, a bankruptcy of the liquidity provider or the inability of the remarketing agent to re-sell to new investors floating rate certificates that have been tendered for repurchase. Following such an event, the underlying municipal instruments are generally sold for current market value and the proceeds generally distributed first to holders of the floating rate certificates in an amount equal to the purchase price of their securities and then to the holders of the inverse floating rate certificates. The sale of the underlying municipal instruments following such an event could be at an adverse price that might result in the loss by the Fund of a substantial portion, or even all, of its investment in the related inverse floating rate certificate.
Both Section 619 (the Volcker Rule) and Section 941 (the Risk Retention Rules) of the Dodd-Frank Wall Street Reform and Consumer Protection Act apply to tender option bond programs and have resulted in a new structure so that no banking entity is sponsoring the trust for purposes of the Volcker Rule. Under the new structure, the Fund, rather than a bank entity, is the sponsor of the trust and undertakes certain responsibilities that previously belonged to the sponsor bank. Although the Fund may use a third-party service provider to complete some of these additional responsibilities, being the sponsor of the trust may give rise to certain additional risks including compliance, securities law and operational risks.
Inverse floating rate certificates have variable interest rates that typically move in the opposite direction from movements in prevailing interest rates, most often short-term rates. Accordingly, the value of inverse floating rate certificates, or other obligations or certificates structured to have similar features, generally moves in the opposite direction from interest rates. The value of an inverse floating rate certificate can be considerably more volatile than the value of other debt instruments of comparable maturity and quality. Inverse floating rate certificates incorporate varying degrees of leverage. Generally, greater leverage results in greater price volatility for any given change in interest rates. During periods of rising interest rates, the prices of inverse floating rate certificates will tend to decline more quickly than those of fixed rate instruments. Inverse floating rate certificates may be subject to legal or contractual restrictions on resale and therefore may be less liquid than other types of securities. In addition, inverse floating rate certificates are subject to the risk that the structure does not work as intended and are subject to the credit risk of any third party service provider and to the third party service providers ability or willingness to perform in accordance with the terms of the arrangement.
Transportation. Transportation debt may be issued to finance the construction of airports, toll roads, highways, or other transit facilities. Airport bonds are dependent on the economic conditions of the airports service area and may be affected by the business strategies and fortunes of specific airlines. They may also be subject to competition from other airports and modes of transportation. Air traffic generally follows broader economic trends and may be affected by the price and availability of fuel as well as perceived global safety risks including the COVID-19 pandemic. Toll road bonds are also affected by the cost and availability of fuel as well as toll levels, the presence of competing roads and the general economic health of an area, including the COVID-19 pandemic and associated decline in movement. Fuel costs, transportation taxes and fees, and availability of fuel also affect other transportation-related securities, as do the presence of alternate forms of transportation, such as public transportation.
Tobacco Settlement Revenue Bonds. Tobacco settlement revenue bonds are secured by a single source of revenue a state or jurisdictions proportionate share of periodic payments made by tobacco companies under the Master Settlement Agreement (the MSA) entered into by participating cigarette manufacturers, 46 states, and other jurisdictions in November of 1998 in settlement of certain smoking-related litigation. Annual payments on the bonds are dependent on the receipt by the issuer of future settlement payments under the MSA. These annual payments are subject to numerous adjustments. The actual amount of future settlement payments depends on annual domestic cigarette shipments, inflation, market share gains by non-participating cigarette manufacturers, the resolution of disputes between the states and participating tobacco companies regarding diligent enforcement of statutes requiring escrow payments from non-participating manufacturers and other factors. MSA payment adjustments may cause bonds to be repaid faster or slower than originally projected. Tobacco bonds are subject to additional risks, including the risk that a tobacco company defaults on its obligation to make payments to the state or that the MSA or state legislation enacted pursuant to the MSA is void or unenforceable. Cigarette shipments (and therefore MSA payments) will
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be negatively affected by increased government regulation (such as a ban on menthol cigarettes), price increases above the rate of inflation (including tax increases by federal, state, and local authorities), increased health consciousness by smokers, increases in indoor and outdoor smoking restrictions, and increases in sales of other nicotine delivery devices (such as electronic cigarettes, smoking cessation products and smokeless tobacco).
Water and Sewer. Water and sewer revenue bonds are generally secured by the fees charged to each user of the service. The issuers of water and sewer revenue bonds generally enjoy a monopoly status and latitude in their ability to raise rates. However, lack of water supply due to insufficient rain, run-off, or snow pack can be a concern and has led to past defaults. Further, public resistance to rate increases, declining numbers of customers in a particular locale, costly environmental litigation, and Federal environmental mandates and the associated costs are challenges faced by issuers of water and sewer bonds. Also, water and sewer bonds issued by an enterprise of a municipality in financial distress may not be insulated from the financial insecurity of that municipality.
Municipal Lease Obligations. Municipal lease obligations and participations in municipal leases are undivided interests in a portion of an obligation in the form of a lease or installment purchase or conditional sales contract which is issued by a state, local government, or a municipal financing corporation to acquire land, equipment, and/or facilities (collectively hereinafter referred to as lease obligations). Generally, lease obligations do not constitute general obligations of the municipality for which the municipalitys taxing power is pledged. Instead, a lease obligation is ordinarily backed by the municipalitys covenant to budget for, appropriate, and make the payments due under the lease obligation. As a result of this structure, municipal lease obligations are generally not subject to constitutional debt limitations or other statutory requirements that may apply to other municipal securities.
Lease obligations may contain non-appropriation clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for that purpose on a yearly basis. If the municipality does not appropriate in its budget enough to cover the payments on the lease obligation, the lessor may have the right to repossess and relet the property to another party. Depending on the property subject to the lease, the value of the property may not be sufficient to cover the debt.
In addition to the risk of non-appropriation, municipal lease securities may not have as liquid a market as conventional municipal bonds. Furthermore, municipal lease obligations generally have the same risk characteristics as Municipal Instruments.
Options. An option is a contract which conveys to the holder of the option the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific amount or value of a particular underlying interest at a specific price (called the exercise or strike price) at one or more specific times before the option expires. The underlying interest of an option contract can be a security, currency, index, future, swap, commodity, or other type of financial instrument. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option purchaser is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date.
Options can be traded either through established exchanges (exchange traded options) or privately negotiated transactions (over-the-counter or OTC options). Exchange traded options are standardized with respect to, among other things, the underlying interest, expiration date, contract size and strike price. The terms of OTC options are generally negotiated by the parties to the option contract which allows the parties greater flexibility in customizing the agreement, but OTC options are generally less liquid than exchange traded options.
All option contracts involve credit risk if the counterparty to the option contract (e.g., the clearing house or OTC counterparty) or the third party effecting the transaction in the case of cleared options (e.g., futures commission merchant or broker/dealer) fails to perform in accordance with the terms of the contract. The credit risk in OTC options that are not cleared is dependent on the credit worthiness of the individual counterparty to the contract and may be greater than the credit risk associated with cleared options.
The purchaser of a put option obtains the right (but not the obligation) to sell a specific amount or value of a particular interest to the option writer at a fixed strike price. In return for this right, the purchaser pays the option premium. The purchaser of a typical put option can expect to realize a gain if the price of the underlying interest falls. However, if the underlying interests price does not fall enough to offset the cost of purchasing the option, the purchaser of a put option can expect to suffer a loss (limited to the amount of the premium, plus related transaction costs).
The purchaser of a call option obtains the right (but not the obligation) to purchase a specified amount or value of a particular interest from the option writer at a fixed strike price. In return for this right, the purchaser pays the option premium. The purchaser of a typical call option can expect to realize a gain if the price of the underlying interest rises. However, if the underlying interests price does not rise enough to offset the cost of purchasing the option, the buyer of a call option can expect to suffer a loss (limited to the amount of the premium, plus related transaction costs).
The purchaser of a call or put option may terminate its position by allowing the option to expire, exercising the option or closing out its position by entering into an offsetting option transaction if a liquid market is available. If the option is allowed to expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser would complete the purchase or sale, as applicable, of the underlying interest to the option writer at the strike price.
The writer of a put or call option takes the opposite side of the transaction from the options purchaser. In return for receipt of the premium, the writer assumes the obligation to buy or sell (depending on whether the option is a put or a call) a specified amount or value of a particular interest at the strike price if the purchaser of the option chooses to exercise it.
Generally, an option writer sells options with the goal of obtaining the premium paid by the option purchaser. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writers potential loss is equal to the amount the option is in-the-money when the option is exercised offset by the premium received when the option was written. A call option is in-the-money if the value of the underlying interest exceeds the strike price of the option, and so the call option writers loss is theoretically unlimited. A put option is in-the-money if the strike price of the option exceeds the value of the underlying interest, and so the put option writers loss is limited to the strike price. Generally, any profit realized by an option purchaser represents a loss for the option writer. The writer of an option may seek to terminate a position in the option before exercise by closing out its position by entering into an offsetting option transaction if a liquid market is available. If the market is not liquid for an offsetting option, however, the writer must continue to be prepared to sell or purchase the underlying asset at the strike price while the option is outstanding, regardless of price changes.
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The writer of a cleared option is required to deposit initial margin. Additional margin may also be required. The writer of an uncleared option may be required to deposit initial margin and additional margin.
A physical delivery option gives its owner the right to receive physical delivery (if it is a call), or to make physical delivery (if it is a put) of the underlying interest when the option is exercised. A cash-settled option gives its owner the right to receive a cash payment based on the difference between a determined value of the underlying interest at the time the option is exercised and the fixed exercise price of the option. In the case of physically settled options, it may not be possible to terminate the position at any particular time or at an acceptable price. A cash-settled call conveys the right to receive a cash payment if the determined value of the underlying interest at exercise exceeds the exercise price of the option, and a cash-settled put conveys the right to receive a cash payment if the determined value of the underlying interest at exercise is less than the exercise price of the option.
Combination option positions are positions in more than one option at the same time. A spread involves being both the buyer and writer of the same type of option on the same underlying interest but different exercise prices and/or expiration dates. A straddle consists of purchasing or writing both a put and a call on the same underlying interest with the same exercise price and expiration date.
The principal factors affecting the market value of a put or call option include supply and demand, interest rates, the current market price of the underlying interest in relation to the exercise price of the option, the volatility of the underlying interest and the remaining period to the expiration date.
If a trading market in particular options were illiquid, investors in those options would be unable to close out their positions until trading resumes, and option writers may be faced with substantial losses if the value of the underlying interest moves adversely during that time. However, there can be no assurance that a liquid market will exist for any particular options product at any specific time. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options. Exchanges or other facilities on which options are traded may establish limitations on options trading, may order the liquidation of positions in excess of these limitations, or may impose other sanctions that could adversely affect parties to an options transaction.
Many options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a Fund.
Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer and is therefore subject to the same risks as other equity securities. Preferred stock has precedence over common stock in the event the issuer is liquidated or declares bankruptcy, but is junior to the interests of the debt instruments of the issuer. Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporations earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuers common stock. Participating preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. The level of auction rate dividends are reset periodically through an auction process. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the prices of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. The value of preferred stock is sensitive to changes in interest rates and to changes in the issuers credit quality.
Real Estate-Related Investments. Investment in real estate-related investments or derivatives whose value is based on real estate related indicators are subject to similar risks to those associated with the direct ownership of real estate and with the real estate industry in general. Real estate-related investments are affected by general, regional, and local economic conditions; difficulties in valuing and disposing of real estate; fluctuations in interest rates; property tax rates, zoning laws, environmental regulations, and other governmental action; cash flow dependency; increased operating expenses; lack of availability of mortgage funds; losses due to natural disasters; overbuilding; losses due to casualty or condemnation; changes in property values and rental rates; the management skill and creditworthiness of the REITs manager; and other factors.
REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. The affairs of REITs are managed by the REITs sponsor and, as such, the performance of the REIT is dependent on the management skills of the REITs sponsor. REITs are not diversified, and are subject to the risks of financing projects.
REITs are generally classified as equity REITs, mortgage REITs, or a combination of equity and mortgage REITs. Equity REITs invest most of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest most of their assets in real estate mortgages and derive income from interest payments. An investor will indirectly bear its proportionate share of any expenses (such as operating expenses and advisory fees) paid by REITs in which it invests in addition to the expenses paid by the investor.
Equity REITs and similar entities formed under the laws of non-U.S. countries may be affected by changes in the value of the underlying property owned by the trusts. Mortgage REITs and similar entities formed under the laws of non-U.S. countries may be affected by default or payment problems relating to underlying mortgages, the quality of credit extended, interest rates and prepayments of the underlying mortgages. Equity and mortgage REITs are also subject to heavy cash flow dependency, borrower default, and self-liquidation.
Mortgage REITs are also subject to different combinations of prepayment, extension, interest rate and other market risks. The real estate mortgages underlying mortgage REITs are generally subject to a faster rate of principal repayments in a declining interest rate environment and to a slower rate of principal repayments in an increasing interest rate environment.
Hybrid REITs share the characteristics and risks of equity REITs and mortgage REITs.
REITs could be adversely affected by failure to qualify for the favorable tax treatment available to REITs under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended, and similar risks may also apply to securities of entities similar to REITs formed under the laws of non-U.S. countries. In addition, REITs may be adversely affected by changes in federal tax law, for example, by limiting their permissible businesses or investments.
Regulatory Risk. Financial entities, such as investment companies and investment advisers, are generally subject to extensive government regulation. In addition, investments in certain industries, sectors, or countries may also be subject to extensive regulation. Government regulation may change frequently and may have significant adverse consequences. Economic downturns and political changes can trigger
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economic, legal, budgetary, tax, and other regulatory changes. Regulatory changes may change the way a Fund is regulated or the way the Funds investments are regulated, affect the expenses incurred directly by the Fund and the value of its investments, and limit and/or preclude a Funds ability to pursue its investment strategy or achieve its investment objective.
Repurchase Agreements. A repurchase agreement is an agreement under which a buyer would acquire a security for a relatively short period of time (usually not more than a week) subject to the obligation of the seller to repurchase and the buyer to resell such security at a fixed time and price (representing the buyers cost plus interest). The buyer bears the risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the buyer is delayed or prevented from exercising its rights to dispose of the collateral. This risk includes the risk of procedural costs or delays in addition to a loss on the securities if their value should fall below their repurchase price. If Fund assets and/or collateral is maintained by a third party custodian, the Fund is also subject to the credit risk of the third party custodian.
Restricted Securities. Restricted securities are securities that are subject to legal restrictions on their resale. Difficulty in selling securities may result in a loss or be costly to an investor. Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities Act of 1933, or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than when it decided to seek registration of the security.
Reverse Repurchase Agreements. In a reverse repurchase agreement, an investor sells securities and receives cash proceeds, subject to its agreement to repurchase the securities at a later date for a fixed price reflecting a market rate of interest. There is a risk that the counterparty to a reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the investor. Unless the appreciation and income on assets purchased with proceeds from reverse repurchase agreements exceed the costs associated with them, the investors performance is lower than it otherwise would have been. A reverse repurchase agreement can be viewed as a borrowing. If a Fund makes additional investments with the proceeds while a reverse repurchase agreement is outstanding, this may be considered a form of leverage.
Securities of Other Investment Companies. Securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, exchange-traded funds, business development companies, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but involve additional expenses at the investment company-level, such as a proportionate share of portfolio management fees and operating expenses. A Fund may invest in other funds advised by MFS. Certain types of investment companies, such as closed-end investment companies and exchange-traded funds, trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value (NAV) per share. Unregistered investment companies are subject to less regulation. The extent to which a Fund can invest in securities of other investment companies is limited by the Investment Company Act of 1940.
Securitized Instruments. Securitized instruments are debt instruments that generally provide payments of principal and interest based on the terms of the instrument and cash flows generated by the underlying assets. Underlying assets include residential and commercial mortgages, debt instruments, bank loans, motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (e.g., credit cards) agreements and other receivables. The assets can be a pool of assets or a single asset (e.g., a loan to a specific corporation). Securitized instruments that represent an interest in a pool of assets provide greater credit diversification than securitized instruments that represent an interest in a single asset. Securitized instruments are issued by trusts or other special purpose entities that holds the underlying assets. Payment of interest and repayment of principal on securitized instruments may be largely dependent upon the cash flows generated by the underlying assets and, in certain cases, may be supported by letters of credit, surety bonds, or other credit enhancements.
The credit quality of securitized instruments depends primarily on the quality of the underlying assets, the rights of recourse available against the underlying assets and/or the issuer, the level of credit enhancement, if any, provided for the securities, and the credit quality of the credit-enhancement provider, if any. The value of securitized instruments may be affected by the various factors described above and other factors, such as changes in interest rates, the availability of information concerning the pool of assets and its structure, the creditworthiness of the servicing agent for the pool of assets, the originator of the underlying assets, or the entities providing the credit enhancement. Securitized instruments that do not have the benefit of a security interest in the underlying assets present certain additional risks that are not present with securitized instruments that do have a security interest in the underlying assets.
Some types of securitized instruments are often subject to more rapid repayment than their stated maturity date would indicate, as a result of the pass-through of prepayments of principal on the underlying assets. The rate of principal payments on these securitized instruments is related to the rate of principal payments on the underlying pool of assets and related to the priority of payment of the security with respect to the pool of assets. The occurrence of prepayments is a function of several factors, including interest rates, general economic conditions, the location and age of the underlying obligations, asset default and recovery rates, regulatory requirements, and other social and demographic conditions. Because prepayments of principal generally occur when interest rates are declining, an investor generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which its assets were previously invested. Therefore, these securitized instruments may have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the maturity of the asset-backed security, increasing the potential for loss.
Short Sales. A seller may make short sales that are made against the box and also those that are not made against the box. A short sale that is not made against the box is a transaction in which a party sells a security it does not own, in anticipation of a decline in the market value of that security. To complete such a transaction, the seller must borrow the security to make delivery to the buyer. The seller then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. It may not be possible to liquidate or close out the short sale at any particular time or at an acceptable price. In addition, a seller may need to sell other investments to meet its short sale obligations at a time when it would not otherwise do so. The price at such time may be more or less than the price at which the security was sold by the seller. Short sales may create leverage, and, to the extent that the seller invests the proceeds from the short sale in
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other securities, the seller is subject to the risks of the securities purchased with the proceeds in addition to the risks of the securities sold short. Until the security is replaced, the seller is required to repay to the lender of securities any dividends or interest which accrue during the period of the loan. To borrow the security, the seller also may be required to pay a premium, which would increase the cost of the short sale. The seller also will incur transaction costs in effecting short sales.
The seller will incur a loss as a result of the short sale if the price of the security or index increases between the date of the short sale and the date on which the seller replaces the borrowed security. Such loss may be unlimited. The seller will realize a gain if the price of the security declines between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends or interest the seller may be required to pay in connection with a short sale, and transaction costs. The overall benefit to the seller will depend on how the short sale performs relative to the market price of the securities purchased with the proceeds from the short sale.
A seller may also make short sales against the box, (i.e., when a security identical to one owned by the seller is borrowed and sold short). If the seller enters into a short sale against the box, it is required to hold securities equivalent in-kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) while the short sale is outstanding. The seller will incur transaction costs, including interest, in connection with opening, maintaining, and closing short sales against the box and will forgo an opportunity for capital appreciation in the security.
Sovereign Debt Obligations. Sovereign debt obligations are issued or guaranteed by governments or their agencies of developed and emerging market countries. Sovereign debt may be in the form of conventional securities or other types of debt instruments such as loans or loan participations. Sovereign debt of emerging countries may involve a high degree of risk, and may be in default or present the risk of default. Governmental entities responsible for repayment of the debt may be unable or unwilling to repay principal and pay interest when due, and may require renegotiation or rescheduling of debt payments. Any restructuring of sovereign debt obligations will likely have a significant adverse effect on the value of the obligations. There is little legal recourse against sovereign issuers other than what such an issuer may determine to provide. In addition, prospects for repayment of principal and payment of interest may depend on political as well as economic factors, including the issuers cash flow, the size of its reserves, its access to foreign exchange, and the relative size of its debt service burden to its economy as a whole. Although some sovereign debt is collateralized by U.S. Government securities, repayment of principal and payment of interest is not guaranteed by the U.S. Government.
Structured Securities. Structured securities (often called structured notes) are debt instruments, the interest rate or principal of which is determined by an underlying indicator. The value of the principal of and/or interest on structured securities is determined by reference to the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure or index. If MFS attempts to use a structured security as a hedge against, or as a substitute for, a portfolio investment, the structured security may not correlate as expected with the portfolio investment, resulting in losses to the Fund. While hedging strategies involving structured securities can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.
Structured securities may also be subject to liquidity risk since the instruments are often customized to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt instruments. In addition, because the purchase and sale of structured securities takes place in an over-the-counter market, structured securities are subject to the creditworthiness of the counterparty of the structured security, and their values may decline substantially if the counterpartys creditworthiness deteriorates. If the counterparty defaults, the other partys risk of loss consists of the amount of payments that the non-defaulting party is contractually entitled to receive.
Sukuk. Sukuk are certificates structured to comply with Sharia law and its investment principles. These certificates usually represent the beneficial ownership interest in a portfolio of eligible existing or future tangible or intangible assets (underlying assets). In a typical sukuk, a special purpose vehicle (SPV) issues certificates to investors in exchange for their capital. The SPV transfers the capital to or for the benefit of the entity that is raising the capital (the obligor) in exchange for the underlying assets of the obligor that are held in trust by the SPV. The obligor is obligated, usually through a series of contracts, to make periodic payments to investors through the SPV over a specified period of time and a final payment to investors through the SPV on a date certain. Obligors of sukuk include financial institutions and corporations, foreign governments and agencies of foreign governments, including issuers in emerging markets.
Although under Sharia law, sukuk involve the sharing of profits and losses in the underlying asset financed by the investment in the certificates, most sukuk do not provide investors with bona fide legal ownership of the underlying assets, and the periodic and final payments to sukuk investors are not generally linked to the value of the underlying assets. As a result, most sukuk are considered unsecured obligations whose risks and returns are similar to those of conventional debt instruments. Investors typically have no direct recourse to the underlying assets and do not have a secured claim against the obligor. Sukuk investors are subject to the creditworthiness of the obligor, and the obligor may be unwilling or unable to meet its periodic or final payment obligations. In addition, investors ability to pursue and enforce actions with respect to these payment obligations or to otherwise enforce the terms of the sukuk, restructure the sukuk, obtain a judgment in a court of competent jurisdiction, and/or attach assets of the obligor may be limited. As with conventional debt instruments, sukuk prices change in response to interest rate changes.
The structural complexity of sukuk and the immaturity of the sukuk market, increases the potential risks of investing in sukuk, including operational, legal, and investment risks. While the sukuk market has grown in recent years, sukuk can be less liquid than other types of investments and it may be difficult at times to invest in or dispose of sukuk. In addition, evolving interpretations of Sharia law by courts or Islamic scholars on sukuk structures and sukuk transferability, or a determination subsequent to the issuance of the sukuk by some Islamic scholars that certain sukuk do not comply with Sharia law and its investment principles, could have a dramatic adverse effect on the price and liquidity of a particular sukuk or the sukuk market in general.
Swaps. A swap is an agreement between two parties pursuant to which each party agrees to make one or more payments to the other based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure, or index. Swaps include caps, floors, collars and options on swaps, or swaptions. A cap transaction is one in which one party pays a single or periodic fixed amount and the other party pays a floating amount equal to the amount by which a specified fixed or floating rate or other indicator exceeds another rate or indicator (multiplied by a notional amount). A floor transaction is one in which one party pays a single or periodic
J - 20
fixed amount and the other party pays a floating amount equal to the excess, if any, of a specified rate or other indicator over a different rate or indicator (multiplied by a notional amount). A collar transaction is a combination of a cap and a floor in which one party pays the floating amount on the cap and the other party pays the floating amount on the floor. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into the underlying swap on the agreed-upon terms. Swaps can take many different forms and are known by a variety of names and other types of swaps may be available.
Swaps can be closed out by physical delivery of the underlying indicator(s) or payment of the cash settlement on settlement date, depending on the terms of the particular agreement. For example, in certain credit default swaps on a specific security, in the event of a credit event one party agrees to pay par on the security while the other party agrees to deliver the security. Other swap agreements provide for cash settlement. For example, in a typical interest rate swap, one party agrees to pay a fixed rate of interest determined by reference to a specified interest rate or index multiplied by a specified amount (the notional amount), while the other party agrees to pay an amount equal to a floating rate of interest determined by reference to an interest rate or index which is reset periodically and multiplied by the same notional amount. Or, for example, in a total return swap, one party agrees to make a series of payments to another party based on the income and price return of the underlying indicator during a specified period, while the other party agrees to make a series of payments calculated by reference to an interest rate or other agreed upon amount. On each payment date, the obligations of parties are netted against each other, with only the net amount paid by one party to the other.
It may not be possible to close out a swap at any particular time or at an acceptable price. The inability to close swap positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.
Swaps may be entered into for hedging or non-hedging purposes. If MFS attempts to use a swap as a hedge against, or as a substitute for, a portfolio investment, the swap may not correlate as expected with the portfolio investment, resulting in losses to the Fund. While hedging strategies involving swaps can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.
Legislation has been enacted that has resulted in and will result in numerous regulatory changes related to swaps, including margin, clearing, trading, and reporting requirements. These regulatory changes are expected to occur over time and could materially and adversely affect the ability of the Fund to buy or sell swaps and increase the cost of swaps. In the future, swaps may be required to be subject to initial as well as variation margin requirements. Initial margin is typically calculated as a percentage of the swaps notional amount. Additional variation margin will be required based on changes in the daily market value of the swap.
Swaps may also be subject to liquidity risk because it may not be possible to close out the swap prior to settlement date and an investor would remain obligated to meet margin requirements until the swap is closed. In addition, swaps that are not centrally cleared are subject to the creditworthiness of the counterparty to the swap, and their values may decline substantially if the counterpartys creditworthiness deteriorates. The credit risk in uncleared swaps is dependent on the creditworthiness of the individual counterparty to the swap and may be greater than the credit risk associated with cleared swaps.
In a cleared transaction, performance of the transaction will be effected by a central clearinghouse rather than by the bank or broker that is the Funds original counterparty to the transaction. Swaps that are centrally cleared will be subject to the creditworthiness of the FCM(s) and clearing organizations involved in the transaction.
Swaps can provide exposure to a variety of different types of investments or market factors. The most significant factor in the performance of a swap is the change in the underlying price, rate, index level, or other indicator that determines the amount of payments to be made under the arrangement. The risk of loss in trading swaps can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in swaps, and the potential high volatility of the swaps markets. As a result, a relatively small price movement in a swap may result in immediate and substantial loss (or gain) to the investor. Thus, a purchase or sale of a swap may result in unlimited losses. In the event of adverse price movements, an investor would continue to be required to make daily cash payments to maintain its required margin. In addition, for physically settled swaps, on the settlement date an investor may be required to make delivery of the indicators underlying the swaps it holds.
Synthetic Local Access Instruments. Participation notes, market access warrants, and other similarly structured products (collectively, synthetic local access instruments) are derivative instruments typically used by foreign investors to obtain exposure to investments in certain markets where direct ownership by foreign investors is restricted or limited by local law. Synthetic local access instruments are generally structured by a local branch of a bank, broker-dealer, or other financial institution to replicate exposure to one or more underlying securities. The holder of a synthetic local access instrument may be entitled to receive any dividends paid in connection with the underlying securities, but usually does not receive voting rights as it would if such holder directly owned the underlying securities.
Synthetic local access instruments also involve risks that are in addition to the risks normally associated with a direct investment in the underlying securities. Synthetic local access instruments represent unsecured, contractual obligations of the banks, broker-dealers, or other financial institutions that issue them and are therefore subject to the credit risk of the issuer and the issuers ability or willingness to perform in accordance with the terms of the instrument. Synthetic local access instruments are subject to the liquidity risk of the underlying security as well as the liquidity risk that a limited or no secondary market exists for trading synthetic local access instruments. In addition, the trading price of a synthetic local access instrument, if any, may not equal the value of the underlying securities.
Temporary Defensive Positions. In response to adverse market, economic, industry, political, or other conditions, MFS may depart from its investment strategies for a Fund by temporarily investing for defensive purposes. MFS may invest a significant portion or all of a Funds assets in cash (including foreign currency) or cash equivalents, including a money market fund advised by MFS, obligations of banks (including certificates of deposit, bankers acceptances, time deposits and repurchase agreements), commercial paper, short-term notes, U.S. Government Securities and related repurchase agreements.
U.S. Government Securities. U.S. Government securities are securities issued or guaranteed as to the payment of principal and interest by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity. Certain U.S. Government securities are not supported as to the payment of principal and interest by the full faith and credit of the U.S. Treasury or the ability to borrow from the U.S. Treasury. Some U.S. Government securities are supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security. U.S. Government securities include mortgage-backed securities and other
J - 21
types of securitized instruments issued or guaranteed by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity.
Variable and Floating Rate Securities. Variable and floating rate securities are debt instruments that provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that may change with changes to the level of prevailing interest rates or the issuers credit quality. There is a risk that the current interest rate on variable and floating rate securities may not accurately reflect current market interest rates or adequately compensate the holder for the current creditworthiness of the issuer. Some variable or floating rate securities are structured with liquidity features such as (1) put options or tender options that permit holders (sometimes subject to conditions) to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries or (2) auction rate features, remarketing provisions, or other maturity-shortening devices designed to enable the issuer to refinance or redeem outstanding debt securities (market-dependent liquidity features). The market-dependent liquidity features may not operate as intended as a result of the issuers declining creditworthiness, adverse market conditions, or other factors or the inability or unwillingness of a participating broker-dealer to make a secondary market for such securities. As a result, variable or floating rate securities that include market-dependent liquidity features may lose value and the holders of such securities may be required to retain them for an extended period of time or until maturity.
Warrants. Warrants are derivative instruments which entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants can be physically or cash settled depending on the terms of the warrant and can be issued by the issuer of the underlying equity security or a third party. Warrants often involve a counterparty to the transaction. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.
When-Issued, Delayed Delivery, and Forward Commitment Transactions. When-issued, delayed delivery, and forward commitment transactions, including securities purchased or sold in the to be announced (TBA) market, involve a commitment to purchase or sell a specific security at a predetermined price or yield at which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued or delivered as anticipated, and the seller loses the opportunity to benefit if the price of the security rises. If a Fund makes additional investments while a delayed delivery purchase is outstanding, this may result in a form of leverage. When a Fund has sold a security pursuant to one of these transactions, the Fund does not participate in further gains or losses with respect to the security. If the other party to a delayed delivery transaction fails to deliver or pay for the securities, a Fund could miss a favorable price or yield opportunity or suffer a loss. A Fund may renegotiate a when-issued, delayed delivery, or forward commitment transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the Fund.
TBA Transactions. A Fund may engage in purchases or sales of TBA securities, which usually are transactions in which a Fund buys or sells mortgage-backed securities on a forward commitment basis. A TBA transaction typically does not designate the actual security to be delivered and only includes an approximate principal amount. TBA trades can be used by a Fund for investment purposes in order to gain or reduce exposure to certain securities, or for hedging purposes to adjust the risk exposure of a Funds portfolio without having to restructure the portfolio. Purchases and sales of TBA securities involve risks similar to those discussed above for other delayed delivery and forward commitment purchase and sale transactions. In addition, when a Fund sells TBA securities, it incurs risks similar to those incurred in short sales. For example, when a Fund sells TBA securities without owning or having the right to obtain the deliverable securities, it incurs a risk of loss because it could have to purchase the securities at a price that is higher than the price at which it sold them. Also, a Fund may be unable to purchase the deliverable securities if the corresponding market is illiquid. In such transactions, a Fund will set aside liquid assets in an amount sufficient to offset its exposure as long as the Funds obligations are outstanding.
Recently finalized FINRA rules include mandatory margin requirements for the TBA market with limited exceptions. TBA trades historically have not been required to be collateralized. The collateralization of TBA trades is intended to mitigate counterparty credit risk between trade and settlement, but could increase the cost of TBA transactions and impose added operational complexity. The final rules are not currently in effect and additional revisions to these rules are anticipated before they become effective. It is not clear when the rules will be implemented.
Zero Coupon Bonds, Deferred Interest Bonds, and Payment-In-Kind Bonds. Zero coupon and deferred interest bonds are debt instruments which are issued at a discount from face value. The discount approximates the total amount of interest the instruments will accrue and compound over the period until maturity or the first interest payment date at a rate of interest reflecting the market rate of the instrument at the time of issuance. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds provide for a period of delay before the regular payment of interest begins. Payment-in-kind bonds are debt instruments which provide that the issuer may, at its option, pay interest on such instruments in cash or in the form of additional debt instruments. Such instruments may involve greater credit risks and may experience greater volatility than debt instruments which pay interest in cash currently.
J - 22
APPENDIX K - INVESTMENT RESTRICTIONS
Fundamental investment restrictions cannot be changed without the approval of a Majority Shareholder Vote. Non-fundamental policies, if any, can be changed without shareholder approval.
For MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund:
As fundamental investment restrictions, the Fund:
1. May not borrow money except to the extent such borrowing is not prohibited by the Investment Company Act of 1940, as amended (the 1940 Act) and exemptive orders granted under such Act.
2. May not underwrite securities issued by other persons, except that all or any portion of the assets of the Fund may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act, and except insofar as the Fund may technically be deemed an underwriter under the Securities Act of 1933, as amended, in selling a portfolio security.
3. May not issue any senior securities except to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act; for purposes of this restriction, collateral arrangements with respect to any type of swap, option, Forward Contracts and Futures Contracts and collateral arrangements with respect to initial and variation margin are not deemed to be the issuance of a senior security.
4. May not make loans except to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act.
5. May not purchase or sell real estate (excluding securities secured by real estate or interests therein and securities of companies, such as real estate investment trusts, which deal in real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts (excluding currencies and any type of option, Futures Contracts and Forward Contracts) in the ordinary course of its business; the Fund reserves the freedom of action to hold and to sell real estate, mineral leases, commodities or commodity contracts (including currencies and any type of option, Futures Contracts and Forward Contracts) acquired as a result of the ownership of securities.
6. May not purchase any securities of an issuer in a particular industry if as a result 25% or more of its total assets (taken at market value at the time of purchase) would be invested in securities of issuers whose principal business activities are in the same industry.
Except for fundamental investment restriction No. 1, these investment restrictions are adhered to at the time of purchase or utilization of assets; a subsequent change in circumstances will not be considered to result in a violation of policy.
For purposes of fundamental investment restriction No. 5, investments in certain types of derivative instruments whose value is related to commodities or commodity contracts, including swaps and structured notes, are not considered commodities or commodity contracts.
For purposes of fundamental investment restriction No. 6, investments in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and tax-exempt obligations issued or guaranteed by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing, are not considered an investment in any particular industry.
For purposes of fundamental investment restriction No. 6, investments in other investment companies are not considered an investment in any particular industry and portfolio securities held by an underlying fund in which the Fund may invest are not considered to be securities purchased by the Fund.
For purposes of fundamental investment restriction No. 6, MFS uses a customized set of industry groups for classifying securities based on classifications developed by third party providers.
K - 1
For MFS Lifetime 2020 Fund, MFS Lifetime 2030 Fund, and MFS Lifetime 2040 Fund, and MFS Lifetime Income Fund:
As fundamental investment restrictions, the Fund:
1. May not borrow money except to the extent such borrowing is not prohibited by the Investment Company Act of 1940, as amended (the 1940 Act) and exemptive orders granted under such Act.
2. May not underwrite securities issued by other persons, except that all or any portion of the assets of the Fund may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act, and except insofar as the Fund may technically be deemed an underwriter under the Securities Act of 1933, as amended, in selling a portfolio security.
3. May not issue any senior securities except to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act; for purposes of this restriction, collateral arrangements with respect to any type of swap, option, Forward Contracts and Futures Contracts and collateral arrangements with respect to initial and variation margin are not deemed to be the issuance of a senior security.
4. May not make loans except to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act.
5. May not purchase or sell real estate (excluding securities secured by real estate or interests therein and securities of companies, such as real estate investment trusts, which deal in real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts (excluding currencies and any type of option, Futures Contracts and Forward Contracts) in the ordinary course of its business; the Fund reserves the freedom of action to hold and to sell real estate, mineral leases, commodities or commodity contracts (including currencies and any type of option, Futures Contracts and Forward Contracts) acquired as a result of the ownership of securities.
6. May not purchase any securities of an issuer in a particular industry if as a result 25% or more of its total assets (taken at market value at the time of purchase) would be invested in securities of issuers whose principal business activities are in the same industry.
Except for fundamental investment restriction No. 1, these investment restrictions are adhered to at the time of purchase or utilization of assets; a subsequent change in circumstances will not be considered to result in a violation of policy.
For purposes of fundamental investment restriction No. 5, investments in certain types of derivative instruments whose value is related to commodities or commodity contracts, including swaps and structured notes, are not considered commodities or commodity contracts.
For purposes of fundamental investment restriction No. 6, investments in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and tax-exempt obligations issued or guaranteed by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing, are not considered an investment in any particular industry.
For purposes of fundamental investment restriction No. 6, investments in other investment companies are not considered an investment in any particular industry and portfolio securities held by an underlying fund in which the Fund may invest are not considered to be securities purchased by the Fund.
For purposes of fundamental investment restriction No. 6, MFS uses a customized set of industry groups for classifying securities based on classifications developed by third party providers.
In accordance with the Funds investment program as set forth in its Prospectus, the Fund may invest more than 25% of its assets in any one underlying fund. Although the Fund does not have a policy to concentrate its investments in a particular industry, 25% or more of the Funds total assets may be indirectly exposed to a particular industry or group of related industries through its investment in one or more underlying funds.
For MFS Lifetime 2025 Fund, MFS Lifetime 2035 Fund, MFS Lifetime 2045 Fund, MFS Lifetime 2050 Fund, MFS Lifetime 2055 Fund, and MFS Lifetime 2060 Fund:
As fundamental investment restrictions, the Fund:
1. May borrow money to the extent not prohibited by applicable law.
K - 2
2. May underwrite securities issued by other persons to the extent not prohibited by applicable law.
3. May issue senior securities to the extent not prohibited by applicable law.
4. May make loans to the extent not prohibited by applicable law.
5. May purchase and sell real estate or commodities to the extent not prohibited by applicable law.
6. May not purchase any securities of an issuer (other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities; tax-exempt obligations issued or guaranteed by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing; or securities issued by investment companies) in a particular industry if as a result 25% or more of its total assets (taken at market value at the time of purchase) would be invested in securities of issuers whose principal business activities are in the same industry.
Except for fundamental investment restriction No. 1, these investment restrictions are adhered to at the time of purchase or utilization of assets; a subsequent change in circumstances will not be considered to result in a violation of policy.
For purposes of fundamental investment restriction No. 6, MFS uses a customized set of industry groups for classifying securities based on classifications developed by third party providers.
In accordance with the Funds investment program as set forth in its Prospectus, the Fund may invest more than 25% of its assets in any one underlying fund. Although the Fund does not have a policy to concentrate its investments in a particular industry, 25% or more of the Funds total assets may be indirectly exposed to a particular industry or group of related industries through its investment in one or more underlying funds.
K - 3
APPENDIX L - PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Brokerage Commissions
The following brokerage commissions were paid by the Fund during the specified time periods:
Fund |
|
Fiscal Year Ended |
|
Brokerage Commissions Paid by Fund |
|
|
|
|
|
|
|
|
|
MFS Corporate Bond Fund |
|
April 30, 2020 |
|
$ |
171,973 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Lifetime 2020 Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Lifetime 2025 Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Lifetime 2030 Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Lifetime 2035 Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Lifetime 2040 Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Lifetime 2045 Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Lifetime 2050 Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Lifetime 2055 Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Lifetime 2060 Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
L - 1
Fund |
|
Fiscal Year Ended |
|
Brokerage Commissions Paid by Fund |
|
|
|
|
|
|
|
|
|
MFS Lifetime Income Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Limited Maturity Fund |
|
April 30, 2020 |
|
$ |
10,872 |
|
|
|
April 30, 2019 |
|
$ |
8,825 |
|
|
|
April 30, 2018 |
|
$ |
13,573 |
|
|
|
|
|
|
|
|
MFS Municipal Limited Maturity Fund |
|
April 30, 2020 |
|
$ |
0 |
|
|
|
April 30, 2019 |
|
$ |
0 |
|
|
|
April 30, 2018 |
|
$ |
0 |
|
|
|
|
|
|
|
|
MFS Total Return Bond Fund |
|
April 30, 2020 |
|
$ |
222,168 |
|
|
|
April 30, 2019 |
|
$ |
174,392 |
|
|
|
April 30, 2018 |
|
$ |
80,112 |
|
The increase in brokerage commissions paid by the Fund from the fiscal year ended April 30, 2019 to the fiscal year ended April 30, 2020 was due to the commissions paid on the trades of U.S. Treasury futures.
Securities Issued by Regular Broker/Dealers
During the fiscal year ended April 30, 2020, the Fund purchased securities issued by the following regular broker/dealers of the Fund, and the following table sets forth the value of the Funds aggregate holdings of the securities of each such issuer as of April 30, 2020:
Fund |
|
Broker/Dealer |
|
Value of Securities |
|
|
|
|
|
|
|
|
|
MFS Corporate Bond Fund |
|
BANK OF AMERICA CORP. |
|
$ |
238,123,191 |
|
|
|
CITIGROUP,INC. |
|
$ |
0 |
1 |
|
|
JPMORGAN CHASE & CO. |
|
$ |
171,708,798 |
|
|
|
MORGAN STANLEY |
|
$ |
98,503,368 |
|
|
|
ROYAL BANK OF CANADA |
|
$ |
59,685,076 |
|
|
|
WELLS FARGO & CO. |
|
$ |
9,269,710 |
|
|
|
|
|
|
|
|
MFS Lifetime 2020 Fund |
|
None |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2025 Fund |
|
None |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2030 Fund |
|
None |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2035 Fund |
|
None |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2040 Fund |
|
None |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2045 Fund |
|
None |
|
Not Applicable |
|
L - 2
Fund |
|
Broker/Dealer |
|
Value of Securities |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2050 Fund |
|
None |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2055 Fund |
|
None |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime 2060 Fund |
|
None |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Lifetime Income Fund |
|
None |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Limited Maturity Fund |
|
BANK OF AMERICA CORP. |
|
$ |
40,657,522 |
|
|
|
BARCLAYS PLC |
|
$ |
17,259,313 |
|
|
|
CREDIT SUISSE GROUP AG |
|
$ |
4,986,745 |
|
|
|
GOLDMAN SACHS GROUP INC |
|
$ |
17,125,949 |
|
|
|
JPMORGAN CHASE & CO. |
|
$ |
36,806,043 |
|
|
|
UBS GROUP AG |
|
$ |
35,140,905 |
|
|
|
WELLS FARGO & CO. |
|
$ |
9,800,589 |
|
|
|
|
|
|
|
|
MFS Municipal Limited Maturity Fund |
|
None |
|
Not Applicable |
|
|
|
|
|
|
|
|
|
MFS Total Return Bond Fund |
|
BANK OF AMERICA CORP. |
|
$ |
138,581,944 |
|
|
|
BANK OF NEW YORK MELLON |
|
$ |
0 |
1 |
|
|
CITIGROUP, INC. |
|
$ |
35,579,702 |
|
|
|
GOLDMAN SACHS GROUP INC |
|
$ |
24,807,819 |
|
|
|
JPMORGAN CHASE & CO. |
|
$ |
156,612,295 |
|
|
|
MORGAN STANLEY |
|
$ |
74,408,598 |
|
|
|
PNC FINANCIAL SERVICES GROUP |
|
$ |
42,997,740 |
|
|
|
WELLS FARGO & CO. |
|
$ |
97,506,737 |
|
1 The Fund sold the security prior to April 30, 2020.
L - 3
APPENDIX M - RECIPIENTS OF NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
This list of recipients below is current as of July 31, 2020, and any additions, modifications, or deletions to this list that have occurred since that date are not reflected.
Name of Recipient |
|
Purpose of Disclosure |
AcadiaSoft |
|
Software Vendor |
Barclays Capital |
|
Software Vendor |
BBH (Brown Brothers Harriman) Infomediary |
|
System / Data Transmission Vendor |
Bloomberg, L.P. |
|
Analytical Tool |
Board of Trustees |
|
Fund Governance |
Capital Confirmations, Inc. |
|
Electronic Confirmation Services Between Fund Auditors and Brokers |
Charles River Development |
|
Systems Vendor |
Citigroup |
|
Analytical Tool |
Commcise |
|
Consultant |
Deloitte & Touche LLP |
|
Independent Registered Public Accounting Firm for Certain Funds |
Deutsche Bank Securities Inc. |
|
Client |
Eagle Investment Systems Corp |
|
Accounting System |
Ernst & Young LLP |
|
Independent Registered Public Accounting Firm for Certain Funds |
FactSet Research Systems, Inc. |
|
Analytical Tool |
Fiserv |
|
Software Vendor |
GainsKeeper, Inc. |
|
Accounting System |
Goldman Sachs Asset Management, L.P.* |
|
Investment Advisor |
ICE Data Services |
|
Fund Pricing |
IEX Data Analytics LLC (IEX Astral) |
|
Analytical and Reporting Tool |
Institutional Shareholder Services, Inc. |
|
Proxy Service Provider |
JP Morgan Chase Bank |
|
Fund Custodian for Certain Funds |
J.P. Morgan Securities, Inc.** |
|
Analytical Tool |
Kingswood Steele |
|
Analytical Tool |
Lipper, Inc. |
|
Publication Preparation |
Mackey Research Management Software |
|
Software Vendor |
Markit Group |
|
Pricing Service |
Massachusetts Financial Services Company |
|
Fund Management |
MFS Fund Distributors, Inc. |
|
Fund Distribution |
MSCI BARRA |
|
Analytical Tool |
OMGEO LLC |
|
Software Vendor |
RiskMetrics Group, LLC |
|
Risk Management Tool |
Ropes & Gray LLP |
|
Legal Counsel |
RR Donnelley |
|
Software Vendor and Typesetting and Printing Services |
SageView Advisory Group LLC |
|
Consultant |
State Street Bank and Trust Company |
|
Fund Custodian for Certain Funds |
Style Research |
|
Software Vendor |
Toppan Merrill LLC |
|
Software Vendor |
Virtu ITG LLC |
|
Analytical Tool |
* Goldman Sachs Asset Management, L.P. acts as a discretionary investment advisor to KPMG, LLP (KPMG) and receives limited non-public holdings information for certain MFS Funds to assist KPMG in satisfying auditor independence rules.
** JP Morgan Securities receives non-public portfolio holdings information for MFS High Income Fund only.
M - 1
APPENDIX N - DESCRIPTION OF RATINGS
The ratings of Moodys Investors Service (Moodys), S&P Global Ratings, and Fitch Ratings, Inc. (Fitch) represent their opinions as to the quality of various debt instruments. It should be emphasized, however, that ratings are not absolute standards of quality. Consequently, debt instruments with the same maturity, coupon and rating may have different yields while debt instruments of the same maturity and coupon with different ratings may have the same yield.
Excerpts From Moodys Description of its Ratings
Moodys Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
Aaa Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B Obligations rated B are considered speculative and are subject to high credit risk.
Caa Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a (hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.*
* By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.
Excerpts From S&P Global Ratings Description of its Ratings
Issue credit ratings are based, in varying degrees, on S&P Global Ratings analysis of the following considerations: (1) the likelihood of payment-the capacity and willingness of the obligor to meet its financial commitments on an obligation in accordance with the terms of the obligation; (2) the nature and provisions of the financial obligation, and the promise S&P Global Ratings imputes; and (3) the protection afforded by, and relative position of, the financial obligation in the event of a bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights.
An issue rating is an assessment of default risk but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA An obligation rated AAA has the highest rating assigned by S&P Global Ratings. The obligors capacity to meet its financial commitments on the obligation is extremely strong.
AA An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitments on the obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitments on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligors capacity to meet its financial commitments on the obligation.
BB, B, CCC, CC, and C Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.
N - 1
BB An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligors inadequate capacity to meet its financial commitments on the obligation.
B An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitments on the obligation.
CCC An obligation rated CCC is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
CC An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.
C An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.
D An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to D if it is subject to a distressed exchange offer.
Ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.
Excerpts from Fitchs Description of its Ratings
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns, insurance companies and certain sectors within public finance, are generally assigned Issuer Default Ratings (IDRs). IDRs are also assigned to certain entities or enterprises in global infrastructure, project finance and public finance. IDRs opine on an entitys relative vulnerability to default (including by way of a distressed debt exchange) on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default.
AAA: Highest credit quality.
AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality.
AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High credit quality.
A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good credit quality.
BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
BB: Speculative.
BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments.
B: Highly speculative.
B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
N - 2
CCC: Substantial credit risk.
Default is a real possibility.
CC: Very high levels of credit risk.
Default of some kind appears probable.
C: Near default.
A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a C category rating for an issuer include:
a. the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
b. the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation;
c. the formal announcement by the issuer or their agent of a distressed debt exchange;
d. a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent.
RD: Restricted default.
RD ratings indicate an issuer that in Fitchs opinion has experienced:
a. an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation, but
b. has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and
c. has not otherwise ceased operating.
This would include:
i. the selective payment default on a specific class or currency of debt;
ii. the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
iii. the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a distressed debt exchange on one or more material financial obligations.
D: Default.
D ratings indicate an issuer that in Fitchs opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice.
N - 3
APPENDIX O INCOME AND FEES RELATED TO SECURITIES LENDING ACTIVITIES
During the fiscal year ended April 30, 2020, there were no income or fees related to securities lending activities of MFS Corporate Bond Fund, MFS Lifetime 2020 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 Income Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund and MFS Total Return Bond Fund.
O - 1
APPENDIX P INDEX PROVIDER INFORMATION
MFS has entered into agreements with various index providers authorizing the use of certain trademarks, trade names and information in connection with the offering and/or promotion of certain of the Funds. Information regarding certain of these agreements is included below.
Bloomberg Port
Source: Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively Bloomberg). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively, with its affiliates, Barclays), used under license. Bloomberg or Bloombergs licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom, and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.
FTSE
© 2020 FTSE Fixed Income LLC. All rights reserved.
FTSE EPRA Nareit
FTSE International Limited (FTSE)© FTSE 2020. FTSE® is a trademark of the London Stock Exchange Group companies and is used by FTSE International Limited under licence. FT-SE®, FOOTSIE® and FTSE4GOOD® are trademarks of the London Stock Exchange Group companies. Nareit® is a trademark of the National Association of Real Estate Investment Trusts (Nareit) and EPRA® is a trademark of the European Public Real Estate Association (EPRA) and all are used by FTSE under licence. The FTSE EPRA Nareit Developed Real Estate Index is calculated by FTSE. Neither FTSE, Euronext N. V., Nareit, nor EPRA sponsor, endorse, or promote this product and are not in any way connected to it and do not accept any liability. All intellectual property rights in the index values and constituent list vests in FTSE, Euronext N. V., Nareit, and EPRA. Neither FTSE nor its licensors accept any liability for any errors or omissions in the FTSE indices and/or FTSE ratings or underlying data. No further distribution of FTSE data is permitted without FTSEs express written consent.
ICE Data Indices
ICE Data Indices, LLC (ICE Data), is used with permission. ICE Data, its affiliates and their respective third party suppliers disclaim any and all warranties and representations, express and/or implied, including any warranties of merchantability or fitness for a particular purpose or use, including the indices, index data and any data included in, related to, or derived therefrom. Neither ICE Data, its affiliates nor their respective third party suppliers shall be subject to any damages or liability with respect the adequacy, accuracy, timeliness or completeness of the indices or the index data or any component thereof, and the indices and the index data and all components thereof are provided on an as is basis and your use is at your own risk. ICE Data, its affiliates and their respective third party suppliers do not sponsor, endorse or recommend MFS, or any of its products or services.
MSCI
Morgan Stanley Capital International (MSCI) makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.
Russell
Frank Russell Company (Russell) is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and/or Russell ratings or underlying data and no party may rely on any Russell Indexes and/or Russell ratings and/or underlying data contained in this document. No further distribution of Russell data is permitted without Russells express written consent. Russell does not promote, sponsor, or endorse the content of this document.
S&P Dow Jones
Standard & Poors® and S&P® are registered trademarks of Standard & Poors Financial Services LLC (S&P) and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones) and have been licensed for use by S&P Dow Jones Indices LLC and sublicensed for certain purposes by Massachusetts Financial Services Company. The S&P 500® is a product of S&P Dow Jones Indices LLC, and has been licensed for use by Massachusetts Financial Services Company. Massachusetts Financial Services Companys product(s) is not sponsored, endorsed, sold, or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P, or their respective affiliates, and neither S&P Dow Jones Indices LLC, Dow Jones, S&P, nor their respective affiliates make any representation regarding the advisability of investing in such product(s).
P - 1
Investment Adviser
Massachusetts Financial Services Company
111 Huntington Avenue, Boston, MA 02199
(617) 954-5000
Distributor
MFS Fund Distributors, Inc.
111 Huntington Avenue, Boston, MA 02199
(617) 954-5000
Shareholder Servicing Agent
MFS Service Center, Inc.
P.O. Box 219341, Kansas City, MO 64121-9341
Toll free: 1-800-225-2606
MFSÒ SERIES TRUST IX
MFS® CORPORATE BOND FUND
MFS® LIMITED MATURITY FUND
MFS® MUNICIPAL LIMITED MATURITY FUND
MFS® TOTAL RETURN BOND FUND
PART C
Item 28. | Exhibits |
2 | Appendix A, as revised August 21, 2020, to the Master Amended and Restated By-Laws, dated January 1, 2002, as revised through July 19, 2019; filed herewith. |
(c) | Copies of instruments defining the rights of shareholders, including the relevant portions of: the Amended and Restated Declaration of Trust, dated December 16, 2004, as amended through February 12, 2020, (see Section 6.2), previously filed as Exhibit 1(a) of the Registrant's Post-Effective Amendment No. 56, filed on February 15, 2005, accession number 0000950156-05-000076, and the Amended and Restated By-Laws, dated January 1, 2002 as revised through July 19, 2019 (see Article III), previously filed as Exhibit (b) 1 of MFS Series Trust X (File Nos. 33-01657 and 811-04492) Post-Effective Amendment No. 148, filed on September 26, 2019, accession number 0001104659-19-051464. |
11 | Exhibit A, dated August 21, 2020, to the Master Administrative Services Agreement, dated March 1, 1997, as amended and restated August 1, 2014; filed herewith. |
14 | Attachment 1 to Exhibit D – Revised fund listing to Fee Schedule, dated August 21, 2020; filed herewith. |
2 | Legal Opinion Consent, dated August 27, 2020; filed herewith. |
2 | Consent of Deloitte & Touche LLP, dated August 26, 2020, for MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund; filed herewith. |
(k) | Not Applicable. |
(l) | Not Applicable. |
(o) | Reserved. |
Power of Attorney, dated January 1, 2020 (Trustees); filed herewith.
Power of Attorney, dated January 1, 2020 (DiLorenzo) (Yost); filed herewith.
Item 29. | Persons Controlled by or under Common Control with the Registrant |
The Registrant does not control or have common control over any persons.
Item 30. | Indemnification |
The Registrant's organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Subject to certain exceptions and limitations, Article V of the Registrant's Amended and Restated Declaration of Trust provides that every person who is or has been a Trustee, Advisory Trustee or officer of the Trust shall be indemnified by the Trust against all liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which that individual becomes involved as a party or otherwise by virtue of being or having been a Trustee, Advisory Trustee or officer and against amounts paid or incurred by that individual in the settlement thereof.
In addition, section 4 of the Distribution Agreement provides that MFS Fund Distributors, Inc. ("MFD") will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act") against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any person's acquiring any shares, which may be based upon the Act or any other statute or common law, on account of any wrongful act of MFD or any of its employees (including any failure to conform with any requirement of any state or federal law or the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (now known as the Financial Industry Regulatory Authority, Inc.) relating to the sale of shares) or on the ground that the registration statement or prospectus as from time to time may be amended and supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, unless any such act, statement or omission was made in reliance upon information furnished to MFD by or on behalf of the Trust, provided however that in no case is the indemnity of MFD in favor of any person indemnified to be deemed to protect the Trust or any such person against any liability to which the Trust or any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its or his duties or by reason of its or his reckless disregard of its obligations and duties under the Distribution Agreement.
In addition, section 9 of the Shareholder Servicing Agent Agreement provides that the Fund will indemnify MFS Service Center, Inc. against and hold harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit (i) not resulting from bad faith or negligence, and arising out of, or in connection with, its duties on behalf of the Fund thereunder, and (ii) as a result of acting in accordance with instructions reasonably believed to have been executed or orally communicated by any person duly authorized by the Fund or its principal underwriter, or as a result of acting in accordance with written or oral advice reasonably believed to have been given by counsel for the Fund, or as a result of acting in accordance with any instrument or share certificate reasonably believed to have been genuine and signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same (unless contributed to by gross negligence or bad faith).
The Trustees and Officers of the Registrant and the personnel of the Registrant's investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. The Registrant and its officers are also insured under the fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940, as amended.
The Trust has also agreed to contractually provide each Trustee with assurance that indemnification will be available. The agreement between the Trust and each Trustee, in addition to delineating certain procedural aspects relating to indemnification and advancement of expenses, provides that each of the Funds severally shall indemnify and hold harmless the Trustee against any and all expenses as defined therein actually incurred or paid by the Trustee in any proceeding as defined therein in connection with the Trustee’s service to the relevant Fund, unless (i) the Trustee did not act in good faith in the reasonable belief that his or her action was in the best interests of the Fund or (ii) the Trustee is liable to the Fund or its shareholders by reason of the Trustee’s disabling conduct, and there has been a final adjudication on the merits in a relevant proceeding that the Trustee’s conduct fell within (i) or (ii).
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.
Item 31. | Business and Other Connections of Investment Adviser |
Business backgrounds of the officers and directors of Massachusetts Financial Services Company, the Registrant’s investment adviser (the “Investment Adviser” or “MFS”), that also hold positions with the Registrant are included under “Trustees and Officers” in the Statement(s) of Additional Information included in this Registration Statement. Certain officers and directors of the Investment Adviser serve as officers or directors of some or all of the Investment Adviser’s corporate affiliates and certain officers of the Investment Adviser serve as officers of some or all of the MFS funds and/or officers or directors of certain MFS investment products.
The principal executive officer and certain directors of the Investment Advisor not included under “Trustees and Officers” in the Statement(s) of Additional Information included in this Registration Statement are listed below:
The principal executive officer and the directors of MFS have been engaged during the past two fiscal years in no business profession, vocation or employment of a substantial nature other than as a principal executive officer and director of the Investment Adviser and certain Investment Adviser's corporate affiliates.
The identity of those corporate affiliates is identified below.
Investment Adviser Corporate Affiliate | Address |
MFS Institutional Advisors, Inc. |
111 Huntington Ave.
U.S.A. |
MFS Service Center, Inc. |
100
Hancock Street
Quincy, MA 02171 U.S.A. |
MFS International Australia PTY LTD |
Level 15, 20 Martin Place
Sydney, NSW 2000
|
MFS do Brasil Desenvolvimento de Mercado Ltda. (Brazil) |
Rua Joaquim Floriano, 1.052 – 11o Andar, conjunto 111, Itaim Bibi,
Sao Paulo, SP
|
MFS International Singapore PTE. LTD. |
501 Orchard Road, #13-01/03/04 Wheelock Place Singapore 238880 |
MFS Investment Management Company (LUX) S.a.r.l. |
4 Rue Albert Borschette
L-1246
|
MFS Investment Management K.K. |
16
F Daido Seimei Kasumigaseki Building
1-4-2 Kasumigaseki 1-chome, Chiyoda-ku, Tokyo Japan 100-0013 |
Sun Life of Canada (U.S.) Financial Services Holdings, Inc. |
111
Huntington Ave.
Boston, Massachusetts 02199 U.S.A. |
3060097 Nova Scotia Company (NSULC) |
1959 Upper Water Street Suite 1100, Halifax,
Nova Scotia
|
MFS Investment Management Canada Limited (MFS Canada) |
77 King Street West, 35th Floor
Toronto, Ontario
|
MFS Heritage Trust Company |
111
Huntington Ave.
Boston, Massachusetts 02199 U.S.A. |
Sun Life Financial Inc. |
1
York Street, Toronto
Ontario, MSJ0B6, Canada |
The MFS Funds include the following. The address of the MFS Funds is: 111 Huntington Ave., Boston, MA 02199.
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
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 Municipal Series Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust II
MFS Variable Insurance Trust III
MFS Institutional 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 Municipal Income Trust
MFS Multimarket Income Trust
MFS Special Value Trust
Item 32. | Principal Underwriters |
(a) MFS Fund Distributors, Inc. (the "Distributor") acts as the principal underwriter of the following investment companies:
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
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 Municipal Series Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust II
MFS Variable Insurance Trust III
MFS Institutional Trust
(b) Directors and officers of the Distributor are described below:
Name | Title with the Distributor | Positions with the Registrant |
Michael S. Keenan | Director and President | None |
Carol Geremia | Director and Chairman of the Board | None |
Heidi W. Hardin | Secretary | Secretary and Clerk |
Michael Hunt | Chief Compliance Officer | None |
Charuda (Bee) Upatham- Costello | Treasurer and Senior Group Controller | None |
Kimberly M. Collins | Assistant Secretary | None |
Daniel W. Finegold | Assistant Secretary | None |
Mitchell C. Freestone | Assistant Secretary | None |
Jay C. Herold | Assistant Secretary | None |
Joseph A. Zelic | Tax Officer and Assistant Treasurer | None |
The principal business address of each of these persons is 111 Huntington Ave., Boston, MA 02199.
(c) Not applicable.
Item 33. | Location of Accounts and Records |
The accounts and records of the Registrant are located, in whole or in part, at the office of the Registrant and the following locations:
NAME | ADDRESS |
Massachusetts Financial Services Company (investment adviser) |
111 Huntington Avenue Boston, MA 02199 |
MFS Fund Distributors, Inc. (principal underwriter) |
111 Huntington Avenue Boston, MA 02199 |
State Street Bank & Trust Company
(custodian) |
State Street Financial Center
One Lincoln Street
Boston, MA 02111-2900
|
NAME | ADDRESS |
JP Morgan Chase (custodian) |
270 Park Avenue New York, NY 10017 |
MFS Service Center, Inc. (transfer agent) |
100 Hancock Street North Quincy, MA 02171 |
Ropes & Gray (counsel) |
Prudential Tower 800 Boylston Street Boston, MA 02199-3600 |
Iron Mountain, Inc. (storage vendor) |
1 Federal Street Boston, MA 02110 |
Institutional Shareholder Services, Inc. (proxy voting administrator) |
702 King Farm Boulevard Suite 400 Rockville, MD 20850-4045 |
UBS Asset Management (Americas) Inc., (former subadviser) |
1285 Avenue of the Americas New York, NY 10019 |
Sun Capital Advisers LLC (former investment adviser) |
1 Sun Life Park Wellesley Hills, MA 02481 |
Micro Focus, LLC (storage vendor) |
4555 Great America Pkwy Santa Clara, CA 95054-1243 |
The Depository Trust Company (DTC) |
55 Water Street New York, NY 10041 |
DST Systems, Inc. (technology vendor) |
333 West 11th Street Kansas City, MO 64105 |
TerraNua U.S. Corp d.b.a. My Compliance Office (personal trading system) |
535 5th Avenue 4th floor New York, NY 10017 |
Charles River Development (investment related records) |
700 District Avenue Burlington, MA 01803 |
Item 34. | Management Services |
None.
Item 35. | Undertakings |
None.
NOTICE
Notice is hereby given that this Registration Statement has been executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually, and the obligations of or arising out of this Registration Statement are not binding upon any of the Trustees, officers, or shareholders of the Registrant individually, but are binding only upon the assets and property of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Boston and The Commonwealth of Massachusetts on August 27, 2020.
MFS® SERIES TRUST IX | ||||
By: | DAVID L. DILORENZO* | |||
Name: | David L. DiLorenzo | |||
Title: | President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to its Registration Statement has been signed below by the following persons in the capacities indicated on August 27, 2020.
SIGNATURE | TITLE | |
DAVID L. DILORENZO* | President (Principal Executive Officer) | |
David L. DiLorenzo | ||
JAMES O. YOST* | Principal Financial and Accounting Officer | |
James O. Yost | ||
STEVEN E. BULLER* | Trustee | |
Steven E. Buller | ||
JOHN A. CAROSELLI* | Trustee | |
John A. Caroselli | ||
MAUREEN R. GOLDFARB* | Trustee | |
Maureen R. Goldfarb | ||
PETER D. JONES* | Trustee | |
Peter D. Jones | ||
JOHN P. KAVANAUGH* | Trustee | |
John P. Kavanaugh | ||
JAMES W. KILMAN, JR.* | Trustee | |
James W. Kilman, Jr. | ||
ROBERT J. MANNING* | Trustee | |
Robert J. Manning | ||
CLARENCE OTIS, JR.* | Trustee | |
Clarence Otis, Jr. | ||
MARYANNE L. ROEPKE* | Trustee | |
Maryanne L. Roepke | ||
ROBIN A. STELMACH* | Trustee | |
Robin A. Stelmach | ||
LAURIE J. THOMSEN* | Trustee | |
Laurie J. Thomsen |
*By | CHRISTOPHER R. BOHANE | |||
Name: | Christopher R. Bohane | |||
as Attorney-in-fact | ||||
Executed by Christopher R. Bohane on behalf of those indicated pursuant to a Power of Attorney, dated January 1, 2020 (Trustees) and a Power of Attorney, dated January 1, 2020 (DiLorenzo) (Yost); filed herewith. |
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
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Institutional Trust
MFS Municipal Series Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust II
MFS Variable Insurance Trust III
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 Special Value Trust
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned, a Trustee of each of the above-mentioned Registrants, hereby severally constitutes and appoints Heidi W. Hardin, Christopher R. Bohane, Thomas H. Connors, Brian E. Langenfeld and Susan A. Pereira, and each of them singly, as true and lawful attorneys, with full power to them and each of them to sign for each of the undersigned, in the names of, and in the capacities indicated below, any Registration Statement and any and all amendments thereto and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission for the purpose of registering the Registrant as a management investment company under the Investment Company Act of 1940 and/or the shares issued by the Registrant under the Securities Act of 1933 granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary or desirable to be done in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hand on this 1st day of January, 2020.
STEVEN E. BULLER | Trustee | |
Steven E. Buller | ||
JOHN A. CAROSELLI | Trustee | |
John A. Caroselli | ||
MAUREEN R. GOLDFARB | Trustee | |
Maureen R. Goldfarb | ||
PETER D. JONES | Trustee | |
Peter D. Jones | ||
JOHN P. KAVANAUGH | Trustee | |
John P. Kavanaugh | ||
JAMES W. KILMAN, JR. | Trustee | |
James W. Kilman, Jr. | ||
ROBERT J. MANNING | Trustee | |
Robert J. Manning | ||
CLARENCE OTIS, JR. | Trustee | |
Clarence Otis, Jr. | ||
MARYANNE L. ROEPKE | Trustee | |
Maryanne L. Roepke | ||
ROBIN A. STELMACH | Trustee | |
Robin A. Stelmach | ||
LAURIE J. THOMSEN | Trustee | |
Laurie J. Thomsen |
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
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Institutional Trust
MFS Municipal Series Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust II
MFS Variable Insurance Trust III
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 Special Value Trust
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned, being the President and Principal Executive Officer, and Treasurer and Principal Financial and Accounting Officer, respectively, of each of the above-mentioned Registrants, hereby severally constitutes and appoints Heidi W. Hardin, Christopher R. Bohane, Thomas H. Connors, Brian E. Langenfeld and Susan A. Pereira, and each of them singly, as true and lawful attorneys, with full power to them and each of them to sign for each of the undersigned, in the names of, and in the capacities indicated below, any Registration Statement and any and all amendments thereto and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission for the purpose of registering the Registrant as a management investment company under the Investment Company Act of 1940 and/or the shares issued by the Registrant under the Securities Act of 1933 granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary or desirable to be done in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hand on this 1st day of January, 2020.
DAVID L. DILORENZO | President (Principal Executive Officer) | |
David L. DiLorenzo | ||
JAMES O. YOST | Principal Financial and Accounting Officer | |
James O. Yost |
INDEX TO EXHIBITS
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |
(a) | 23 | Certificate of Amendment, dated August 19, 2020, to the Declaration of Trust – Termination of Class T Shares for MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund. |
(b) | 2 | Appendix A, as revised August 21, 2020, to the Master Amended and Restated By-Laws, dated January 1, 2002, as revised through July 19, 2019. |
(d) | 6 | Amendment dated August 1, 2020, to the Investment Advisory Agreement, dated January 1, 2002, by and between the Trust on behalf of MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Inflation-Adjusted Bond Fund and Massachusetts Financial Services Company. |
(h) | 11 | Exhibit A, dated August 21, 2020, to the Master Administrative Services Agreement, dated March 1, 1997, as amended and restated August 1, 2014. |
14 | Attachment 1 to Exhibit D – Revised fund listing to Fee Schedule, dated August 21, 2020. | |
(i) | 2 | Legal Opinion Consent, dated August 27, 2020. |
(j) | 2 | Consent of Deloitte & Touche LLP, dated August 26, 2020, for MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund. |
(m) | 2 | Exhibit A, dated August 21, 2020, to the Amended and Restated Master Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, effective January 1, 1997, as Amended and Restated effective May 30, 2012. |
(n) | 2 | Exhibit A, dated August 21, 2020, to the Amended and Restated Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 effective September 6, 1996, as amended and restated effective July 17, 2020. |
101.INS | XBRL Instance Document – the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
EXHIBIT NO. 99.(a) 23
MFS SERIES TRUST IX
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
TERMINATION OF CLASS
Pursuant to Section 9.2(b) of the Amended and Restated Declaration of Trust, dated as of December 16, 2004, as amended (the “Declaration”), of MFS Series Trust IX, a business trust organized under the laws of The Commonwealth of Massachusetts (the “Trust”), the undersigned, constituting a majority of the Trustees of the Trust, do hereby certify that Class T Shares of MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund, each a series of the Trust, have been terminated effective upon the filing of this instrument with the Secretary of State of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, a majority of the Trustees of the Trust have executed this amendment, in one or more counterparts, all constituting a single instrument, as an instrument under seal in The Commonwealth of Massachusetts, as of August 19, 2020 and further certify, as provided by the provisions of Section 9.3(c) of the Declaration, that this amendment was duly adopted by the undersigned in accordance with Section 9.3(a) of the Declaration.
EXHIBIT NO. 99.(b) 2
MASTER
AMENDED AND RESTATED
BY-LAWS
OF
THE TRUSTS IDENTIFIED ON APPENDIX A HERETO
January 1, 2002, as revised:
June 23, 2004 (Article VI: Section 1)
August 22, 2007 (Article XII: Section 1)
November 1, 2014 (Article VI: Sections 1, 2, 3, 13 and 14)
May 2, 2016 (Article XIV: Sections 1 and 2)
July 19, 2019 (Article VI, Section 3)
Appendix A, as revised:
June 28, 2005 (Addition of MFS Series Trust XII)
February 21, 2006 (Redesignation of MGS to MFS Series Trust XIII)
February 27, 2007 (Addition of MFS Series Trust XIV)
July 24, 2007 (Redesignation of MFS Government Limited Maturity Fund to MFS Series Trust XV)
December 18, 2007 (Removal of MFS Closed End Funds)
July 31, 2009 (Termination of FRH, NEF, and SVF)
February 23, 2010 (Addition of MFS Global Bond Fund)
June 22, 2010 (Addition of MFS Asia Ex-Japan Fund, MFS European Equity Fund, MFS Latin American Equity Fund, and MFS Lifetime 2050 Fund)
October 26, 2010 (MFS Commodity Strategy Fund Fiscal Year End)
December 14, 2010 (Addition of MFS Absolute Return Fund and MFS Global Tactical Allocation Fund)
February 15, 2011 (Redesignation of MFS Global Tactical Allocation Fund as MFS Global Multi-Asset Fund)
April 14, 2011 (Termination of MFS Research Bond Fund J)
June 21, 2011(Addition of MFS Emerging Markets Debt Local Currency Fund)
January 1, 2012 (Redesignation of MFS Sector Rotational Fund as MFS Equity Opportunities Fund)
June 19, 2012 (Addition of MFS Equity Income Fund, MFS High Yield Pooled Portfolio, MFS Lifetime 2015 Fund, MFS Lifetime 2025 Fund, MFS Lifetime 2035 Fund, MFS Lifetime 2045 Fund, and MFS Lifetime 2055 Fund)
February 1, 2014 (Redesignation of MFS Diversified Target Return Fund as MFS Global Alternative Strategy Fund and Removal of MFS Fundamental 130/30 Fund)
April 8, 2014 (Addition of MFS Managed Wealth Fund)
June 10, 2014 (MFS Commodity Strategy Fund Fiscal Year End)
June 20, 2014 (Reorganization of MFS Lifetime 2010 Fund into MFS Lifetime Retirement Income Fund)
August 28, 2014 (Redesignation of MFS Lifetime Retirement Income Fund as MFS Lifetime Income Fund)
September 9, 2014 (Fiscal Year Ends for MFS Emerging Markets Debt Local Currency Fund and MFS Global Bond Fund)
March 1, 2015 (Fiscal Year End for MFS Global Real Estate Fund)
March 31, 2015 (Redesignation of MFS Research Bond Fund as MFS Total Return Bond Fund)
April 30, 2015 (Redesignation of MFS Bond Fund as MFS Corporate Bond Fund)
June 9, 2015 (Addition of MFS Blended Research Emerging Markets Equity Fund, MFS Blended Research Global Equity Fund, MFS Blended Research International Equity Fund, MFS Blended Research Growth Equity Fund, MFS Blended Research Small Cap Equity Fund, and MFS Blended Research Value Equity Fund)
May 2, 2016 (Addition of MFS Blended Research Mid Cap Equity Fund)
July 22, 2016 (Addition of MFS Lifetime 2060 Fund)
August 5, 2016 (Reorganization of MFS Lifetime 2015 Fund into MFS Lifetime Income Fund)
October 19, 2017 (Addition of MFS Prudent Investor Fund)
March 29, 2018 (Termination of MFS Absolute Return Fund and MFS Global Multi-Asset Fund)
July 19, 2019 (Corresponding By-Law restatement and June 1, 2019 redesignation of MFS International Value Fund as MFS International Intrinsic Value Fund)
October 25, 2019 (Termination of MFS Equity Opportunities Fund)
April 7, 2020 (Addition of MFS International Large Cap Value Fund)
August 21, 2020 (Termination of MFS Blended Research Global Equity Fund)
AMENDED AND RESTATED
BY-LAWS
OF
THE TRUSTS IDENTIFIED ON APPENDIX A HERETO
ARTICLE I
DEFINITIONS
The terms Commission, Declaration, Distributor, Interested Person, Investment Adviser, Majority Shareholder Vote, 1940 Act, Shareholder, Shares, Transfer Agent, Trust, Trust Property and Trustees have the respective meanings given them in the Amended and Restated Declaration of Trust of the Trusts identified on Appendix A hereto. References to a Trust mean each Trust severally and not jointly. These By-Laws shall be subject to the Declaration for all purposes.
ARTICLE II
OFFICES
SECTION 1. PRINCIPAL OFFICE. Until changed by the Trustees, the principal office of the Trust in The Commonwealth of Massachusetts shall be in the City of Boston, County of Suffolk.
SECTION 2. OTHER OFFICES. The Trust may have offices in such other places without as well as within The Commonwealth of Massachusetts as the Trustees may from time to time determine.
ARTICLE III
SHAREHOLDERS
SECTION 1. MEETINGS. Meetings of the Shareholders may be called at any time by a majority of the Trustees. Meetings of the Shareholders for the purpose of considering the removal of a person serving as Trustee shall be called by the Trustees if they are requested in writing to do so by Shareholders holding in the aggregate Shares representing not less than ten percent (10%) of the voting power of the outstanding Shares of the Trust having voting rights. Any such meeting shall be held within or without The Commonwealth of Massachusetts on such day and at such time as the Trustees shall designate.
SECTION 2. NOTICE OF MEETINGS. Notice of all meetings of Shareholders, stating the time, place and purposes of the meeting, shall be given by the Trustees in accordance with the Declaration, mailed or sent at least (ten) 10 days and not more than ninety (90) days before the meeting. Only the business stated in the notice of the meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned without further notice, even if the date of such adjourned meeting is more than 90 days after the notice of the meeting was mailed or sent. Notwithstanding the foregoing, if either the President or Clerk of the Trust, or in the absence or unavailability of the President and the Clerk, any officer of the Trust, determines that as a result of force majeure or an act of God or war, the date, time or place designated for a meeting or adjourned meeting of Shareholders is not reasonably practicable or available, such officer may, without further notice to Shareholders, designate such other date, time or place for such meeting or adjourned meeting as such officer shall, in his or her sole discretion, determine. No notice need be given to any Shareholder who shall have failed to inform the Trust of his current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his attorney thereunto authorized, is filed with the records of the meeting.
SECTION 3. RECORD DATE FOR MEETINGS. For the purpose of determining the Shareholders who are entitled to notice of and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time close the transfer books for such period, not exceeding thirty (30) days, as the Trustees may determine; or without closing the transfer books the Trustees may fix a date not more than ninety (90) days prior to the date of any meeting of Shareholders or distribution or other action as a record date for the determination of the persons to be treated as Shareholders of record for such purpose. The Trustees also may select the time of day as of which the calculations for determining how many votes each Shareholder is entitled to pursuant to the Declaration shall be performed.
SECTION 4. PROXIES. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Clerk, or with such other officer or agent of the Trust as the Clerk may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a vote of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share (and a proxy shall be valid if executed by any one of them), but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. The placing of a Shareholders name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Share, he may vote by his guardian or such other
person appointed or having such control, and such vote may be given in person or by proxy. Any copy, facsimile telecommunication or other reliable reproduction of a proxy may be substituted for or used in lieu of the original proxy for any and all purposes for which the original proxy could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original proxy or the portion thereof to be returned by the Shareholder.
SECTION 5. QUORUM AND ADJOURNMENT. Except when a larger quorum is required by any provision of law, Shares representing a majority of the voting power of the outstanding Shares entitled to vote shall constitute a quorum at any meeting of Shareholders, except that where any provision of law, the Declaration or these By-laws requires that holders of any series or class shall vote as a series or class, then Shares representing a majority (unless a larger quorum is required as specified above) of the voting power of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. In the absence of a quorum, Shareholders entitled to cast votes representing a majority of the voting power of the outstanding Shares entitled to vote present in person or by proxy, or, where any provision of law, the Declaration or these By-laws requires that holders of any series or class shall vote as a series or class, Shareholders entitled to cast votes representing a majority of the voting power of the outstanding Shares of that series or class entitled to vote present in person or by proxy, may adjourn the meeting from time to time until a quorum shall be present. Only Shareholders of record shall be entitled to vote on any matter.
SECTION 6. INSPECTION OF RECORDS. The records of the Trust shall be open to inspection by Shareholders to the same extent as is permitted shareholders of a Massachusetts business corporation.
SECTION 7. ACTION WITHOUT MEETING. Any action which may be taken by Shareholders may be taken without a meeting if Shareholders holding Shares representing a majority of the voting power of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.
ARTICLE IV
TRUSTEES
SECTION 1. MEETINGS OF THE TRUSTEES. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the Chair of the Trustees or by any one of the Trustees at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be
given by the Secretary or an Assistant Secretary, or the Clerk or an Assistant Clerk or by the officer, Chair of the Trustees or other Trustee calling the meeting and shall be mailed to each Trustee at least two days before the meeting, or shall be telegraphed, cabled, or wirelessed or sent by facsimile or other electronic means to each Trustee at his usual or last known business or residence address, or personally delivered to him at least one day before the meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any meeting. Except as provided by law the Trustees 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, which telephone conference meeting shall be deemed to have been held at a place designated by the Trustees at the meeting. Participation in a telephone conference meeting shall constitute presence in person at such meeting.
SECTION 2. QUORUM AND MANNER OF ACTING. A majority of the Trustees shall be present at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by law, the Declaration or these By-Laws) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given.
ARTICLE V
COMMITTEES AND ADVISORY BOARD
SECTION 1. EXECUTIVE AND OTHER COMMITTEES. The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than three (3) Trustees to hold office at the pleasure of the Trustees which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust, and such other powers of the Trustees as the Trustees may, from time to time, delegate to the Executive Committee except those powers which by law, the Declaration or these By-Laws they are prohibited from delegating. The Trustees may also elect other Committees from time to time, the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chair of any such Committee. In the absence of such designation a Committee may elect its own Chair.
SECTION 2. MEETING, QUORUM AND MANNER OF ACTING. The Trustees may:
(i) provide for stated meetings of any Committee;
(ii) specify the manner of calling and notice required for special meetings of any Committee;
(iii) specify the number of members of a Committee required to constitute a quorum and the number of members of a Committee required to exercise specified powers delegated to such Committee;
(iv) authorize the making of decisions to exercise specified powers by written assent of the requisite number of members of a Committee without a meeting; and
(v) authorize the members of a Committee to 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.
Each Committee shall keep and maintain regular minutes of its meetings and records of decisions taken without a meeting.
SECTION 3. ADVISORY BOARD. The Trustees may appoint an Advisory Board to consist in the first instance of not less than three (3) members. Members of such Advisory Board shall not be Trustees or officers and need not be Shareholders. A member of such Advisory Board shall hold office for such period as the Trustees may by resolution provide. Any member of such board may resign therefrom by a written instrument signed by him which shall take effect upon delivery to the Trust. The Advisory Board shall have no legal powers and shall not perform the functions of Trustees in any manner, such Advisory Board being intended merely to act in an advisory capacity. Such Advisory Board shall meet at such times and upon such notice as the Trustees may by resolution provide.
ARTICLE VI
OFFICERS AND CHAIR OF THE TRUSTEES
SECTION 1. GENERAL PROVISIONS. The officers of the Trust shall be a President, a Treasurer and a Clerk, who shall be elected by the Trustees. In addition, there shall be a Chief Compliance Officer, who shall be elected or appointed by a majority of the Trustees, including a majority of the Trustees who are not Interested Persons of the Trust (Independent Trustees), and otherwise in accordance with rule 38a-1 (or any successor rule) under the 1940 Act, as such rule may be amended from time to time (Rule 38a-1). The Trustees may elect or appoint such other officers or agents of the Trust as the business of the Trust may require, including one or
more Vice Presidents, a Secretary and one or more Assistant Secretaries, one or more Assistant Treasurers, and one or more Assistant Clerks. The Trustees may delegate to any officer of the Trust or Committee the power to appoint any subordinate officers or agents. In addition, there shall be an office of Chair of the Trustees, which shall serve on behalf of the Trustees, but shall not be an office of the Trust. The office of Chair of the Trustees may be held by more than one person. Any Chair of the Trustees shall be elected by a majority of the Trustees, including a majority of the Independent Trustees.
SECTION 2. TERM OF OFFICE AND QUALIFICATIONS. Except as otherwise provided by law, the Declaration or these By-Laws, the Chair of the Trustees, the President, the Treasurer, the Clerk and the Chief Compliance Officer shall hold office until his resignation has been accepted by the Trustees or until his respective successor shall have been duly elected and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. All other officers shall hold office at the pleasure of the Trustees. Any two or more offices may be held by the same person. Any officer of the Trust may be, but none need be, a Trustee or Shareholder. Any Chair of the Trustees shall be an Independent Trustee, shall not be an officer of the Trust and may be, but need not be, a Shareholder.
SECTION 3. REMOVAL AND RESIGNATION. The Trustees, at any regular or special meeting of the Trustees, may remove any officer of the Trust with or without cause by a vote or consent of a majority of the Trustees, provided that any removal of the Chief Compliance Officer shall also require the vote or consent of a majority of the Independent Trustees and otherwise be in accordance with the provisions of Rule 38a-1. The Trustees may at any time remove any Chair of the Trustees with or without cause by a vote or consent of a majority of the Trustees, including a majority of the Independent Trustees. Any officer or agent appointed by any officer or Committee may be removed with or without cause by such appointing officer or Committee (subject to the provisions of Rule 38a-1 in the case of the Chief Compliance Officer). Any officer of the Trust or Chair of the Trustees may resign at any time by written instrument signed by him and delivered to the Trust. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no officer of the Trust or Chair of the Trustees resigning or removed shall have any right to any compensation for any period following his resignation or removal, or any right to damages on account of such removal.
SECTION 4. POWERS AND DUTIES OF THE CHAIR OF THE TRUSTEES. The powers and duties of the Chair of the Trustees shall include (i) calling meetings of the Trustees when deemed necessary, (ii) setting the agenda for meetings of the Trustees with input from officers of the Trust and, as necessary or appropriate, the Trusts Investment Adviser and other service providers, (iii) presiding at all meetings of the Trustees, (iv) presiding at all meetings of Shareholders, except that the Chair of the Trustees may appoint the President or another officer of the Trust to preside at such meetings in place of the Chair of the Trustees, (v) acting as a liaison between the Board of Trustees and the Trusts officers, Investment Adviser and other service providers and (vi) exercising such other powers and duties relating to the operations of the Trustees as, from time to time, may be conferred upon or assigned to such office by the Trustees, provided that the Chair of the Trustees shall have no individual authority to act for the
Trust as an officer of the Trust. In carrying out the responsibilities and duties of the office, the Chair of the Trustees may seek assistance and input from other Trustees or Committees of the Trustees, officers of the Trust and the Trusts Investment Adviser and other service providers, as deemed necessary or appropriate. In the absence or disability of the Chair of the Trustees, a majority of the Trustees, including a majority of the Independent Trustees, shall appoint an Independent Trustee to perform the duties and exercise the powers of the Chair of the Trustees, provided that, unless and until such appointment is made, all of the Independent Trustees shall collectively perform such duties and exercise such powers.
SECTION 5. POWERS AND DUTIES OF THE PRESIDENT. Subject to the control of the Trustees, the Chair of the Trustees and any Committees of the Trustees, the President shall at all times exercise a general supervision and direction over the affairs of the Trust, including the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust. The President shall be the chief executive officer of the Trust. The President shall have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall perform such other duties as may be assigned to him from time to time by the Trustees or the Chair of the Trustees.
SECTION 6. POWERS AND DUTIES OF VICE PRESIDENTS. In the absence or disability of the President, the Vice President or, if there be more than one Vice President, any Vice President designated by the Trustees shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him from time to time by the Trustees or the President.
SECTION 7. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall be the principal financial and accounting officer of the Trust. The Treasurer shall deliver all funds of the Trust which may come into his hands to such custodian as the Trustees may employ. The Treasurer shall render a statement of condition of the finances of the Trust to the Trustees as often as they shall require the same and shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Trustees. The Treasurer shall give a bond for the faithful discharge of his duties, if required to do so by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.
SECTION 8. POWERS AND DUTIES OF THE CLERK. The Clerk shall keep the minutes of all meetings of the Shareholders in proper books provided for that purpose; he shall have custody of the seal of the Trust; he shall have charge of the Share transfer books, lists and records unless the same are in the charge of the Transfer Agent. He or the Secretary, if any, shall attend to the giving and serving of all notices by the Trust in accordance with the provisions of these By-Laws and as required by law; and subject to these By-Laws, he shall in general perform all duties incident to the office of Clerk and such other duties as from time to time may be assigned to him by the Trustees.
SECTION 9. POWERS AND DUTIES OF THE SECRETARY. The Secretary, if any, shall keep the minutes of all meetings of the Trustees. He shall perform such other duties and have such other powers in addition to those specified in these By-Laws as the Trustees shall from time to time designate. If there be no Secretary or Assistant Secretary, the Clerk shall perform the duties of Secretary.
SECTION 10. POWERS AND DUTIES OF ASSISTANT TREASURERS. In the absence or disability of the Treasurer, any Assistant Treasurer designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Treasurer. Each Assistant Treasurer shall perform such other duties as from time to time may be assigned to him by the Trustees. Each Assistant Treasurer shall give a bond for the faithful discharge of his duties, if required to do so by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.
SECTION 11. POWERS AND DUTIES OF ASSISTANT CLERKS. In the absence or disability of the Clerk, any Assistant Clerk designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Clerk. The Assistant Clerks shall perform such other duties as from time to time may be assigned to them by the Trustees.
SECTION 12. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all of the duties, and may exercise any of the powers, of the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them by the Trustees.
SECTION 13. POWERS AND DUTIES OF THE CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer shall perform the duties and have the responsibilities of the chief compliance officer of the Trust in accordance with Rule 38a-1, and shall perform such other duties and have such other responsibilities as from time to time may be assigned to him by the Trustees. The Chief Compliance Officer shall report directly to the Trustees or a Committee of the Trustees in carrying out his functions.
SECTION 14. COMPENSATION OF OFFICERS AND TRUSTEES AND MEMBERS OF THE ADVISORY BOARD. Subject to any applicable law or provision of the Declaration, the compensation of the officers of the Trust and Trustees (including the Chair of the Trustees) and members of the Advisory Board shall be fixed from time to time by the Trustees or, in the case of officers, by any Committee or officer upon whom such power may be conferred by the Trustees, provided that any compensation of the Chief Compliance Officer shall be approved by a majority of the Trustees, including a majority of the Independent Trustees. No officer shall be prevented from receiving such compensation as such officer by reason of the fact that he is also a Trustee.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Trust shall be as specified on Appendix A hereto, provided, however, that the Trustees may from time to time change the fiscal year of the Trust or any series.
ARTICLE VIII
SEAL
The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX
WAIVERS OF NOTICE
Whenever any notice is required to be given by law, the Declaration or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. A notice shall be deemed to have been telegraphed, cabled or wirelessed or sent by facsimile or other electronic means for the purposes of these By-Laws when it has been delivered to a representative of any telegraph, cable or wireless company with instruction that it be telegraphed, cabled or wirelessed or when a confirmation of such facsimile having been sent, or a confirmation that such electronic means has sent the notice being transmitted, is generated. Any notice shall be deemed to be given at the time when the same shall be mailed, telegraphed, cabled or wirelessed or when sent by facsimile or other electronic means.
ARTICLE X
SALE OF SHARES OF THE TRUST
The Trustees may from time to time issue and sell or cause to be issued and sold Shares for cash or other property. The Shares, including additional Shares which may have been repurchased by the Trust (herein sometimes referred to as treasury shares), may not be sold at a price less than the net asset value thereof (as defined in Article XI hereof) determined by or on behalf of the Trustees next after the sale is made or at some later time after such sale.
No Shares need be offered to existing Shareholders before being offered to others. No Shares shall be sold by the Trust (although Shares previously contracted to be sold may be issued upon payment therefor) during any period when the determination of net asset value is
suspended. In connection with the acquisition by merger or otherwise of all or substantially all the assets of an investment company (whether a regulated or private investment company or a personal holding company), the Trustees may issue or cause to be issued Shares and accept in payment therefor such assets valued at not more than market value thereof in lieu of cash, notwithstanding that the federal income tax basis to the Trust of any assets so acquired may be less than the market value, provided that such assets are of the character in which the Trustees are permitted to invest the funds of the Trust.
ARTICLE XI
NET ASSET VALUE OF SHARES
The term net asset value per Share of any class or series of Shares shall mean: (i) the value of all assets of that series or class; (ii) less total liabilities of such series or class; (iii) divided by the number of Shares of such series or class outstanding, in each case at the time of such determination, all as determine by or under the direction of the Trustees. Such value shall be determined on such days and at such time as the Trustees may determine. Such determination shall be made with respect to securities for which market quotations are readily available, at the market value of such securities; and with respect to other securities and assets, at the fair value as determined in good faith by or pursuant to the direction of the Trustees or a Committee thereof, provided, however, that the Trustees, without shareholder approval, may alter the method of appraising portfolio securities insofar as permitted under the 1940 Act, including use of the amortized cost method. The Trustees may delegate any powers and duties under this Article XI with respect to appraisal of assets and liabilities. At any time the Trustees may cause the value per share last determined to be determined again in a similar manner and may fix the time when such predetermined value shall become effective. Determinations of net asset value made by the Trustees or their delegates in good faith shall be binding on all parties concerned.
ARTICLE XII
DIVIDENDS AND DISTRIBUTIONS
SECTION 1. LIMITATIONS ON DISTRIBUTIONS. The total of distributions to Shareholders of a particular series or class paid in respect of any one fiscal year, subject to the exceptions noted below, shall, when and as declared by the Trustees, be approximately equal to the sum of:
(i) the net income, exclusive of the profits or losses realized upon the sale of securities or other property, of such series or class for such fiscal year, determined in accordance with generally accepted accounting principles (which, if the Trustees so determine, may be adjusted for net amounts included as such accrued net income in the price of Shares of such series or class issued or repurchased), but if the net income of such series or class exceeds the amount distributed by less than one cent per share outstanding
at the record date for the final dividend, the excess shall be treated as distributable income of such series or class for the following fiscal year; and
(ii) in the discretion of the Trustees, an additional amount which shall not substantially exceed the excess of profits over losses on sales of securities or other property allocated or belonging to such series or class for such fiscal year; and
(iii) In discretion of the Trustees, an additional amount from other Trust assets.
The decision of the Trustees as to what, in accordance with generally accepted accounting principles, is income and what is principal shall be final, and except as specifically provided herein the decision of the Trustees as to what expenses and charges of the Trust shall be charged against principal and what against income shall be final, all subject to any applicable provisions of the 1940 Act. For the purposes of the limitation imposed by this Section 1, Shares issued pursuant to Section 2 of this Article XII shall be valued at the amount of cash which the Shareholders would have received if they had elected to receive cash in lieu of such Shares.
Inasmuch as the computation of net income and gains for federal income tax purposes may vary from the computation thereof on the books of the Trust, the above provisions shall be interpreted to give to the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes. Any payment made to Shareholders pursuant to clause (ii) and/or clause (iii) of this Section 1 shall be accompanied by a written statement showing the source or sources of such payment, and the basis of computation thereof.
SECTION 2. DISTRIBUTIONS PAYABLE IN CASH OR SHARES. The Trustees shall have power, to the fullest extent permitted by the laws of The Commonwealth of Massachusetts but subject to the limitation as to cash distributions imposed by Section 1 of this Article XII, at any time or from time to time to declare and cause to be paid distributions payable at the election of any Shareholder of any series or class (whether exercised before or after the declaration of the distribution) either in cash or in Shares of such series, provided that the sum of:
(i) the cash distribution actually paid to any Shareholder, and
(ii) the net asset value of the Shares which that Shareholder elects to receive, in effect at such time at or after the election as the Trustees may specify, shall not exceed the full amount of cash to which that Shareholder would be entitled if he elected to receive only cash.
In the case of a distribution payable in cash or Shares at the election of a Shareholder, the Trustees may prescribe whether a Shareholder, failing to express his election before a given time shall be deemed to have elected to take Shares rather than cash, or to take cash rather then Shares, or to take Shares with cash adjustment of fractions.
The Trustees, in their sole discretion, may cause the Trust to require that all distributions payable to a shareholder in amounts less than such amount or amounts determined from time to time by the Trustees be reinvested in additional shares of the Trust rather than paid in cash, unless a shareholder who, after notification that his distributions will be reinvested in additional shares in accordance with the preceding phrase, elects to receive such distributions in cash. Where a shareholder has elected to receive distributions in cash and the postal or other delivery service is unable to deliver checks to the shareholders address of record, the Trustees, in their sole discretion, may cause the Trust to require that such Shareholders distribution option be converted to having all distributions reinvested in additional shares.
SECTION 3. STOCK DIVIDENDS. Anything in these By-Laws to the contrary notwithstanding, the Trustees may at any time declare and distribute pro rata among the Shareholders of any series or class a stock dividend out of either authorized but unissued Shares of such series or class or treasury Shares of such series or class or both.
ARTICLE XIII
AMENDMENTS
These By-Laws, or any of them, may be altered, amended, repealed or restated, or new By-Laws may be adopted, at any time by the Trustees. Action by the Trustees with respect to the By-Laws shall be taken by an affirmative vote of a majority of the Trustees.
ARTICLE XIV
CLAIMS AND DISPUTES
SECTION 1. FORUM FOR ADJUDICATION OF DISPUTES. Unless the Trust consents in writing to the selection of an alternative forum, (i) any action or proceeding brought by or on behalf of the Trust or any of the Trusts Shareholders, (ii) any action asserting a claim against the Trust (or a series thereof), or against any trustee, officer or other employee of the Trust, whether arising under federal law, the law of any state, or the law of a non-U.S. jurisdiction, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts Business Corporation Act, the statutory or common law of the Commonwealth of Massachusetts, the Declaration or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration, these By-Laws, or any agreement on behalf of the Trust authorized thereunder, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a Covered Action) shall be brought in the state or federal courts located within the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section, and (ii) deemed to have waived any argument relating
to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section.
If any Covered Action is filed in a court other than the state or federal courts of the Commonwealth of Massachusetts (a Foreign Action) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section (an Enforcement Action) and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholders counsel in the Foreign Action as agent for such shareholder.
If any provision or provisions of this Section shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section (including, without limitation, each portion of any sentence of this Section containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.
SECTION 2. CLAIMS. As used herein, a direct Shareholder claim shall refer to (i) a claim based upon alleged violations of a Shareholders individual rights independent of any harm to the Trust, including a Shareholders voting rights under Article III, rights to receive a dividend payment as may be declared from time to time, rights to inspect books and records, or other similar rights personal to the Shareholder and independent of any harm to the Trust; and (ii) a claim for which a direct shareholder action is expressly provided under the U.S. federal securities laws. Any claim asserted by a Shareholder that is not a direct Shareholder claim, including without limitation any claims purporting to be brought on behalf of the Trust or involving any alleged harm to the Trust, shall be considered a derivative claim as used herein.
a. Derivative Claims. No Shareholder shall have the right to bring or maintain any court action or other proceeding asserting a derivative claim or any claim asserted on behalf of the Trust or involving any alleged harm to the Trust without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall be excused only when the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or any series or class thereof would otherwise result, or if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, has a material personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his or her service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment adviser or underwriter, or the amount of such
remuneration. Such demand shall be mailed to the Secretary of the Trust at the Trusts principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 90 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of shareholders of the Trust or series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders.
Master Amended and Restated By-Laws, January 1, 2002, as most recently revised
July 19, 2019
APPENDIX A
Revised: August 21, 2020
Trust (FYE)
MFS Series Trust I (8/31)
MFS Series Trust II (11/30)
MFS Series Trust III (1/31)
MFS Series Trust IV (8/31)
MFS Series Trust V (9/30)
MFS Series Trust VI (10/31)
MFS Series Trust VII (7/31)
MFS Series Trust VIII (10/31)
MFS Series Trust IX (4/301, 10/312)
MFS Series Trust X (5/313, 7/314, 10/315, 11/306)
MFS Series Trust XI (9/30)
MFS Series Trust XII (4/307)
MFS Series Trust XIII (2/288, 8/319)
MFS Series Trust XIV (8/31)
MFS Series Trust XV (10/31)
MFS Series Trust XVI (6/30)
MFS Municipal Series Trust (3/31)
MFS Institutional Trust (6/30)
MFS Variable Insurance Trust (12/31)
Massachusetts Investors Trust (12/31)
Massachusetts Investors Growth Stock Fund (11/30)
1 The fiscal year end is 4/30 for the following series of MFS Series Trust IX: MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund.
2 The fiscal year end is 10/31 for the following series of MFS Series Trust IX: MFS Inflation-Adjusted Bond Fund.
3 The fiscal year end is 5/31 for the following series of MFS Series Trust X: MFS Aggressive Growth Allocation Fund, MFS Blended Research Growth Equity Fund, MFS Blended Research Mid Cap Equity Fund, MFS Blended Research Small Cap Equity Fund, MFS Blended Research Value Equity Fund, MFS Conservative Allocation Fund, MFS Emerging Markets Equity Fund, MFS Growth Allocation Fund, MFS International Diversification Fund, MFS International Growth Fund, MFS International Intrinsic Value Fund, MFS International Large Cap Value Fund, MFS Managed Wealth Fund, and MFS Moderate Allocation Fund.
4 The fiscal year end is 7/31 for the following series of MFS Series Trust X: MFS Emerging Markets Debt Fund.
5 The fiscal year end is 10/31 for the following series of MFS Series Trust X: MFS Emerging Markets Debt Local Currency Fund.
6 The fiscal year end is 11/30 for the following series of MFS Series Trust X: MFS Global Bond Fund.
7 The fiscal year end is 4/30 for the following series of MFS Series Trust XII: MFS Lifetime Income Fund, MFS Lifetime 2020 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, and MFS Lifetime 2060 Fund.
8 The fiscal year end is 2/28 for the following series of MFS Series Trust XIII: MFS Diversified Income Fund, MFS Government Securities Fund, and MFS New Discovery Fund.
9 The fiscal year end is 8/31 for the following series of MFS Series Trust XIII: MFS Global Real Estate Fund.
EXHIBIT NO. 99.(d) 6
AMENDMENT TO INVESTMENT
ADVISORY AGREEMENT
AMENDMENT dated as of August 1, 2020 to the Investment Advisory Agreement dated January 1, 2002 (the Agreement) by and between MFS Series Trust IX (the Trust) on behalf of the MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Inflation Adjusted Bond Fund (each, a Fund), each a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the Adviser).
WITNESSETH
WHEREAS, the Trust on behalf of each Fund has entered into the Agreement with the Adviser; and
WHEREAS, the Trust and the Adviser have agreed to amend the Agreement as provided below;
NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree as follows:
Article 3. Compensation of the Adviser: The reference to each Fund in Appendix B of the Agreement is deleted and replaced in its entirety as follows:
MFS Limited Maturity Fund |
0.40% of the Funds average daily net assets annually up to $1 billion; |
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0.35% of the Funds average daily net assets annually in excess of $1 billion and up to $2.5 billion; and |
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0.30% of the Funds average daily net assets annually in excess of $2.5 billion. |
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MFS Municipal Limited Maturity Fund |
0.40% of the Funds average daily net assets annually up to $2.5 billion; and |
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0.35% of the Funds average daily net assets annually in excess of $2.5 billion. |
MFS Inflation Adjusted Bond Fund |
0.50% of the Funds average daily net assets annually up to $1 billion; |
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0.35% of the Funds average daily net assets annually in excess of $1 billion and up to $2.5 billion; |
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0.30% of the Funds average daily net assets annually in excess of $2.5 billion and up to $5 billion; and |
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0.29% of the Funds average daily net assets annually in excess of $5 billion. |
Miscellaneous: Except as set forth in this Amendment, the Agreement shall remain in full force and effect, without amendment or modification.
Limitation of Liability of the Trustees and Shareholders: A copy of the Trusts Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. The parties hereto acknowledge that the obligations of or arising out of this instrument are not binding upon any of the Trusts trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest hereunder. If this instrument is executed by the Trust on behalf of one or more series of the Trust, the parties hereto acknowledge that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this instrument are binding solely upon the assets or property of the series on whose behalf the Trust has executed this instrument. If the Trust has executed this instrument on behalf of more than one series of the Trust, the parties hereto also agree that the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and the parties hereto agree not to proceed against any series for the obligations of another series.
IN WITNESS WHEREOF, the parties have caused this Amendment to the Agreement to be executed and delivered in the names and on their behalf by the undersigned, therewith duly authorized, all as of the day and year first above written.
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MFS SERIES TRUST IX, on behalf of each of the MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Inflation Adjusted Bond Fund |
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By: |
CHRISTOPHER R. BOHANE |
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Christopher R. Bohane |
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Assistant Secretary |
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MASSACHUSETTS FINANCIAL SERVICES COMPANY |
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By: |
CAROL W. GEREMIA |
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Carol W. Geremia |
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President |
EXHIBIT NO. 99.(h) 11
As of August 21, 2020
Master Administrative Services Agreement - Exhibit A
Funds
I. MFS Family of Funds
MFS Series Trust I:
MFS Core Equity Fund
MFS Low Volatility Equity Fund
MFS Low Volatility Global Equity Fund
MFS New Discovery Fund
MFS Research International Fund
MFS Technology Fund
MFS U.S. Government Cash Reserve Fund
MFS Value Fund
MFS Series Trust II:
MFS Growth Fund
MFS Series Trust III:
MFS Global High Yield Fund
MFS High Income Fund
MFS High Yield Pooled Portfolio
MFS Municipal High Income Fund
MFS Series Trust IV:
MFS Blended Research Emerging Markets Equity Fund
MFS Blended Research International Equity Fund
MFS Global New Discovery Fund
MFS Mid Cap Growth Fund
MFS U.S. Government Money Market Fund
MFS Series Trust V:
MFS International New Discovery Fund
MFS Research Fund
MFS Total Return Fund
MFS Series Trust VI:
MFS Global Equity Fund
MFS Global Total Return Fund
MFS Utilities Fund
MFS Series Trust VII:
MFS Equity Income Fund
MFS Series Trust VIII:
MFS Global Growth Fund
MFS Strategic Income Fund
MFS Series Trust IX:
MFS Corporate Bond Fund
MFS Inflation-Adjusted Bond Fund
MFS Limited Maturity Fund
MFS Municipal Limited Maturity Fund
MFS Total Return Bond Fund
MFS Series Trust X:
MFS Aggressive Growth Allocation Fund
MFS Blended Research Growth Equity Fund
MFS Blended Research Mid Cap Equity Fund
MFS Blended Research Small Cap Equity Fund
MFS Blended Research Value Equity Fund
MFS Conservative Allocation Fund
MFS Emerging Markets Debt Fund
MFS Emerging Markets Debt Local Currency Fund
MFS Emerging Markets Equity Fund
MFS Global Bond Fund
MFS Growth Allocation Fund
MFS International Diversification Fund
MFS International Growth Fund
MFS International Intrinsic Value Fund
MFS International Large Cap Value Fund
MFS Managed Wealth Fund
MFS Moderate Allocation Fund
MFS Series Trust XI:
MFS Blended Research Core Equity Fund
MFS Mid Cap Value Fund
MFS Series Trust XII:
MFS Lifetime Income Fund
MFS Lifetime 2020 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 Series Trust XIII:
MFS Diversified Income Fund
MFS Global Real Estate Fund
MFS Government Securities Fund
MFS New Discovery Value Fund
MFS Series Trust XIV:
MFS Institutional Money Market Portfolio
MFS Series Trust XV:
MFS Commodity Strategy Fund
MFS Global Alternative Strategy Fund
MFS Series Trust XVI:
MFS Prudent Investor Fund
MFS Municipal Series Trust:
MFS Alabama Municipal Bond Fund
MFS Arkansas Municipal Bond Fund
MFS California Municipal Bond Fund
MFS Georgia Municipal Bond Fund
MFS Maryland Municipal Bond Fund
MFS Massachusetts Municipal Bond Fund
MFS Mississippi Municipal Bond Fund
MFS New York Municipal Bond Fund
MFS North Carolina Municipal Bond Fund
MFS Pennsylvania Municipal Bond Fund
MFS South Carolina Municipal Bond Fund
MFS Tennessee Municipal Bond Fund
MFS Virginia Municipal Bond Fund
MFS West Virginia Municipal Bond Fund
MFS Municipal Income Fund
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
II. MFS Closed-End Funds
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Special Value Trust
MFS High Income Municipal Trust
MFS Intermediate High Income Fund
MFS Investment Grade Municipal Trust
MFS High Yield Municipal Trust
III. MFS Institutional Funds
MFS Institutional Trust:
MFS Institutional International Equity Fund
MFS Variable Insurance Trust:
MFS Global Equity Series
MFS Growth Series
MFS Investors Trust Series
MFS Mid Cap Growth Series
MFS New Discovery Series
MFS Total Return Bond Series
MFS Research Series
MFS Total Return Series
MFS Utilities Series
MFS Value Series
MFS Variable Insurance Trust II:
MFS Blended Research Core Equity Portfolio
MFS Corporate Bond Portfolio
MFS Core Equity Portfolio
MFS Emerging Markets Equity Portfolio
MFS Global Governments Portfolio
MFS Global Growth Portfolio
MFS Global Research Portfolio
MFS Global Tactical Allocation Portfolio
MFS Government Securities Portfolio
MFS High Yield Portfolio
MFS International Growth Portfolio
MFS International Intrinsic Value Portfolio
MFS Massachusetts Investors Growth Stock Portfolio
MFS U.S. Government Money Market Portfolio
MFS Research International Portfolio
MFS Strategic Income Portfolio
MFS Technology Portfolio
MFS Variable Insurance Trust III:
MFS Blended Research Small Cap Equity Portfolio
MFS Conservative Allocation Portfolio
MFS Global Real Estate Portfolio
MFS Growth Allocation Portfolio
MFS Inflation-Adjusted Bond Portfolio
MFS Limited Maturity Portfolio
MFS Mid Cap Value Portfolio
MFS Moderate Allocation Portfolio
MFS New Discovery Value Portfolio
EXHIBIT NO. 99.(h) 14
As of August 21, 2020
Attachment 1 to Exhibit D
As of August 21, 2020
As of August 21, 2020
MFS Variable Insurance Trust II MFS U.S. Government Money Market Portfolio |
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Flat fee + asset based fee |
MFS Variable Insurance Trust II MFS Research International Portfolio |
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Flat fee + asset based fee |
MFS Variable Insurance Trust II MFS Strategic Income Portfolio |
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Flat fee + asset based fee |
MFS Variable Insurance Trust II MFS Technology Portfolio |
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Flat fee + asset based fee |
MFS Variable Insurance Trust III MFS Blended Research Small Cap Equity Portfolio |
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Flat fee + asset based fee |
MFS Variable Insurance Trust III MFS Global Real Estate Portfolio |
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Flat fee + asset based fee |
MFS Variable Insurance Trust III MFS Inflation-Adjusted Bond Portfolio |
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Flat fee + asset based fee |
MFS Variable Insurance Trust III MFS Limited Maturity Portfolio |
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Flat fee + asset based fee |
MFS Variable Insurance Trust III MFS Mid Cap Value Portfolio |
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Flat fee + asset based fee |
MFS Variable Insurance Trust III MFS New Discovery Value Portfolio |
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Flat fee + asset based fee |
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MFS Series Trust III MFS High Yield Pooled Portfolio |
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Flat fee only |
MFS Series Trust X MFS Aggressive Growth Allocation Fund |
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Flat fee only |
MFS Series Trust X MFS Conservative Allocation Fund |
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Flat fee only |
MFS Series Trust X MFS Growth Allocation Fund |
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Flat fee only |
MFS Series Trust X MFS International Diversification Fund |
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Flat fee only |
MFS Series Trust X MFS Moderate Allocation Fund |
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Flat fee only |
MFS Series Trust XII MFS Lifetime 2020 Fund |
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Flat fee only |
MFS Series Trust XII MFS Lifetime 2025 Fund |
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Flat fee only |
MFS Series Trust XII MFS Lifetime 2030 Fund |
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Flat fee only |
MFS Series Trust XII MFS Lifetime 2035 Fund |
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Flat fee only |
MFS Series Trust XII MFS Lifetime 2040 Fund |
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Flat fee only |
MFS Series Trust XII MFS Lifetime 2045 Fund |
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Flat fee only |
MFS Series Trust XII MFS Lifetime 2050 Fund |
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Flat fee only |
MFS Series Trust XII MFS Lifetime 2055 Fund |
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Flat fee only |
MFS Series Trust XII MFS Lifetime 2060 Fund |
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Flat fee only |
MFS Series Trust XII MFS Lifetime Income Fund |
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Flat fee only |
MFS Series Trust XIV MFS Institutional Money Market Portfolio |
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Flat fee only |
MFS Variable Insurance Trust III MFS Conservative Allocation Portfolio |
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Flat fee only |
MFS Variable Insurance Trust III MFS Growth Allocation Portfolio |
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Flat fee only |
MFS Variable Insurance Trust III MFS Moderate Allocation Portfolio |
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Flat fee only |
EXHIBIT NO. 99.(i) 2
LEGAL OPINION CONSENT
I consent to the incorporation by reference in this Post-Effective Amendment No. 112 to the Registration Statement (File Nos. 2-50409 and 811-2464) (the Registration Statement) of MFS Series Trust IX (the Trust), of my opinion dated February 27, 2018, appearing in Post-Effective Amendment No. 102 to the Trusts Registration Statement, which was filed with the Securities and Exchange Commission on February 27, 2018.
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SUSAN A. PEREIRA |
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Susan A. Pereira |
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Vice President and Assistant General Counsel |
Boston, Massachusetts
August 27, 2020
EXHIBIT NO. 99.(j) 2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 112 to Registration Statement No. 2-50409 on Form N-1A of our reports, each dated June 16, 2020, relating to the financial statements and financial highlights of MFS Corporate Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Total Return Bond Fund appearing in the Annual Report on Form N-CSR of MFS Series Trust IX for the year ended April 30, 2020, and to the references to us under the headings Financial Highlights in the Prospectuses and Independent Registered Public Accounting Firm and Financial Statements and Appendix M Recipients of Non-Public Portfolio Holdings on an Ongoing Basis in the Statement of Additional Information, which are part of such Registration Statement.
DELOITTE & TOUCHE LLP |
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Deloitte & Touche LLP |
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Boston, Massachusetts |
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August 26, 2020 |
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EXHIBIT NO. 99.(m) 2
MFS FUNDS
AMENDED AND RESTATED MASTER DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 UNDER THE
INVESTMENT COMPANY ACT OF 1940
Effective January 1, 1997,
Amended and Restated effective:
April 26, 2005
January 24, 2006
April 25, 2006
October 25, 2006
December 28, 2007
March 1, 2008
April 19, 2008
September 23, 2008
October 1, 2008
March 1, 2009
January 1, 2011 (Eliminated Class A Share and Class 529A Share Distribution Fee of MIT, MIG and MTR; and Eliminated provision whereby Distributor may receive unexpended Service Fees paid by Class A Shares of certain Funds as compensation for distribution activities on behalf of those shares.)
May 30, 2012 (Redesignation of Class W Shares as Class R5 Shares)
Exhibit A: Funds and Share Classes Covered by Rule 12b-1 Plan, as of:
July 26, 2005 (Addition of MFS Series Trust XII)
January 24, 2006 (Addition of Class W Shares)
April 25, 2006 (Addition of MFS Diversified Income Fund)
July 26, 2006 (Addition of MFS Sector Rotational Fund)
October 25, 2006 (Addition of Class B1 Shares of MFS Municipal Income Fund)
February 27, 2007 (Termination of Class 529 Shares of MFS Strategic Growth Fund, MFS Emerging Growth Fund, MFS Research fund, MFS Capital Opportunities Fund, MFS Bond Fund, MFS Inflation-Adjusted Bond Fund, MFS Strategic Value Fund and MFS Government Securities Fund)
April 24, 2007 (Termination of Massachusetts Investors Growth Stock Fund Class J Shares on or about May 25, 2007)
June 20, 2007 (Termination of Massachusetts Investors Growth Stock Fund Class J Shares)
June 22, 2007 (Termination of MFS Strategic Growth Fund, MFS Capital Opportunities Fund, MFS Investment Grade Bond Fund and MFS Municipal Bond Fund)
September 25, 2007 (Redesignation of MFS Government Limited Maturity Fund as MFS Series Trust XV and Addition of MFS Diversified Target Return Fund)
December 28, 2007 (Addition of Class W, Class R1, Class R2 and R3 Shares of MFS Sector Rotational Fund)
March 1, 2008 (Addition of Class W Shares of MFS Utilities Fund)
April 1, 2008 (Redesignation of MFS Emerging Growth Fund as MFS Growth Fund)
June 1, 2008 (Redesignation of MFS Union Standard Equity Fund as MFS Blended Research Core Equity Fund; and Establishment of Class W, R1, R2 and R3 Shares of MFS High Yield Opportunities Fund)
July 1, 2008 (Establish Class R1, R2 and R3 Shares of MFS Diversified Income Fund)
September 1, 2008 (Establish Class W Shares of MFS Utilities Fund and MFS Bond Fund)
September 23, 2008 (Addition of MFS Commodity Strategy Fund and MFS Fundamental 103/30 Fund, each a series of MFS Series Trust XV, and MFS Global Real Estate Fund, a series of MFS Series Trust XIII)
October 1, 2008 (Addition of Class R1, R2, and R3 Shares of MFS Emerging Markets Equity Fund, MFS International Growth Fund and MFS International Value Fund, and Class W Shares of MFS Emerging Markets Equity Fund and MFS International Diversification Fund)
December 1, 2008 (Addition of Class R1, R2, and R3 Shares of MFS Emerging Markets Debt Fund
January 1, 2009 (Addition of Class W Shares of MFS New Discovery Fund)
March 1, 2009 (Termination of Class J Shares of MFS Global Equity Fund)
July 31, 2009 (Termination of MFS Floating Rate High Income Fund, MFS New Endeavor Fund, and MFS Strategic Value Fund)
May 31, 2010 (Addition of MFS Global Bond Fund)
September 14, 2010 (Addition of MFS Asia Pacific ex-Japan Fund, MFS European Equity Fund, MFS Latin American Equity Fund, and MFS Lifetime 2050 Fund)
March 29, 2011 (Addition of MFS Absolute Return Fund and MFS Global Multi-Asset Fund)
May 25, 2011 (Addition of MFS New Discovery Value Fund and Termination of MFS Research Bond Fund J)
September 14, 2011 (Addition of MFS Emerging Markets Debt Local Currency Fund)
September 27, 2011 (Addition of MFS Global Leaders Fund, Redesignation of MFS Sector Rotational Fund to MFS Equity Opportunities Fund, and Termination of MFS Core Growth Fund)
December 15, 2011 (Addition of MFS Global New Discovery Fund and Termination of MFS Florida Municipal Bond Fund)
September 26, 2012 (Addition of MFS Equity Income Fund)
November 1, 2012 (Addition of MFS Lifetime 2015 Fund, MFS Lifetime 2025 Fund, MFS Lifetime 2035 Fund, MFS Lifetime 2045 Fund, and MFS Lifetime 2055 Fund)
December 4, 2013 (Addition of MFS Low Volatility Equity Fund and MFS Low Volatility Global Equity Fund)
February 1, 2014 (Redesignation of MFS Diversified Target Return Fund as MFS Global Alternative Strategy Fund)
March 31, 2014 (Redesignation of MFS High Yield Opportunities Fund as MFS Global High Yield Fund)
June 20, 2014 (Reorganization of MFS Lifetime 2010 Fund into MFS Lifetime Retirement Income Fund)
June 26, 2014 (Addition of MFS Managed Wealth Fund)
July 1, 2014 (Redesignation of MFS Cash Reserve Fund as MFS U.S. Government Cash Reserve Fund)
July 23, 2014 (Termination of MFS Asia Pacific ex-Japan Fund, MFS European Equity Fund, and MFS Latin American Equity Fund)
August 28, 2014 (Redesignation of MFS Lifetime Retirement Income Fund as MFS Lifetime Income Fund, and Addition of Class 529A, 529B, and 529C Shares of MFS Lifetime Income Fund)
March 31, 2015 (Redesignation of MFS Research Bond Fund as MFS Total Return Bond Fund)
April 30, 2015 (Redesignation of MFS Bond Fund as MFS Corporate Bond Fund)
September 14, 2015 (Addition of MFS Blended Research Emerging Markets Equity Fund, MFS Blended Research Global Equity Fund, MFS Blended Research International Equity Fund, MFS Blended Research Growth Equity Fund, MFS Blended Research Small Cap Equity Fund, and MFS Blended Research Value Equity Fund)
November 18, 2015 (Termination of MFS Global Leaders Fund)
April 8, 2016 (Addition of Class 529A, 529B, and 529C Shares of MFS Blended Research Small Cap Equity Fund)
July 29, 2016 (Termination of Class 529A, 529B, and 529C Shares of MFS International Diversification Fund)
August 5, 2016 (Reorganization of MFS Lifetime 2015 Fund into MFS Lifetime Income Fund)
August 18, 2016 (Addition of MFS Blended Research Mid Cap Equity Fund)
December 5, 2016 (Addition of MFS Lifetime 2060 Fund)
March 14, 2017 (Addition of Class T Shares of MFS Equity Income Fund)
May 31, 2017 (Addition of Class T Shares)
January 17, 2018 (Addition of MFS Prudent Investor Fund)
March 29, 2018 (Termination of MFS Absolute Return Fund and MFS Global Multi-Asset Fund)
April 27, 2018 (Termination of Class 529A, 529B, and 529C Shares of MFS New Discovery Fund)
June 1, 2019 (Redesignation of MFS International Value Fund as MFS International Intrinsic Value Fund and redesignation of MFS International Value Portfolio as MFS International Intrinsic Value Portfolio)
October 25, 2019 (Termination of MFS Equity Opportunities Fund)
June 29, 2020 (Addition of MFS International Large Cap Value Fund)
August 21, 2020 (Termination of MFS Blended Research Global Equity Fund)
This Distribution Plan (the Plan) has been adopted by each of the registered investment companies identified from time to time on Exhibit A hereto (the Trust or Trusts) on behalf of each investment portfolio or series of such Trust identified from time to time on Exhibit A hereto (each, a Fund), with respect to each class of shares of beneficial interest of such investment portfolio or series identified from time to time on Exhibit A hereto (each, a Class), severally and not jointly, pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the 1940 Act), and sets forth the material aspects of the financing of the distribution of the classes of shares representing interests in the same portfolio issued by the Trusts.
WITNESSETH:
WHEREAS, each Trust is engaged in business as an open-end management investment company and is registered under the 1940 Act, some consisting of multiple Funds, each of which has separate investment objectives and policies and segregated assets; and
WHEREAS, each Fund intends to distribute its Shares of Beneficial Interest (without par value) (Shares) in accordance with Rule 12b-1 under the 1940 Act, and desires to adopt this Distribution Plan on behalf of each of its Classes as a plan of distribution pursuant to such Rule; and
WHEREAS, each Fund presently offers multiple classes of Shares, some Funds presently offering only certain classes of Shares to investors;
WHEREAS, each Trust has entered into a distribution agreement (the Distribution Agreement) on behalf of each Fund with respect to each Class in a form approved by the Board of Trustees of each Trust (the Board of Trustees) in the manner specified in Rule 12b-1, with MFS Fund Distributors, Inc., a Delaware corporation, as distributor (the Distributor), whereby the Distributor provides facilities and personnel and renders services to each Fund with respect to each Class in connection with the offering and distribution of Shares; and
WHEREAS, each Trust recognizes and agrees that the Distributor (or an affiliate of the Distributor) may compensate financial intermediaries, including, but not limited to brokers, dealers, banks (including bank trust departments), registered investment advisers, financial planners, retirement plan administrators, third party administrators and any others having a selling, administration or any similar agreement with MFD, MFS or one of its affiliates (each, a financial intermediary) for providing services to record or beneficial owners of Shares or otherwise in connection with the distribution of Shares and servicing of the Shares; and
WHEREAS, the Distribution Agreement provides that: (a) a sales charge may be paid by investors who purchase Shares of certain Classes and that the Distributor and financial intermediaries will receive such sales charge as partial compensation for their services in connection with the sale of these Classes, and (b) the Distributor may (but is not required to) impose certain deferred sales charges in connection with the repurchase of Shares and the Distributor may retain or receive from a fund, as the case may be, all such deferred sales charges; and
WHEREAS, the Board of Trustees of each Trust, in considering whether each Fund should adopt and implement this Plan on behalf of each Class, has evaluated such information as it deemed necessary to an informed determination as to whether this Plan should be adopted and implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use assets of a Fund for such purposes, and has determined that there is a reasonable likelihood that the adoption and implementation of this Plan will benefit the Fund, as well as each Class of the Fund and the shareholders of such Class; and
NOW THEREFORE, the Board of Trustees of each Trust hereby adopts this Plan for each Class of each Fund as a plan of distribution in accordance with Rule 12b-1, relating to the Classes each Fund from time to time offers, on the following terms and conditions:
1. SERVICES PROVIDED AND EXPENSES BORNE BY DISTRIBUTOR.
1.1. As specified in the Distribution Agreement, the Distributor shall provide facilities, personnel and a program with respect to the offering and sale of Shares. Among other things, the Distributor shall be responsible for any commissions payable to a financial intermediary (including any ongoing maintenance commissions), all expenses of printing (excluding typesetting) and distributing prospectuses to prospective shareholders and providing such other related services as are reasonably necessary in connection therewith.
1.2. The Distributor shall bear all distribution-related expenses to the extent specified in the Distribution Agreement in providing the services described in Section 1.1, including, without limitation, the compensation of personnel necessary to provide such services and all costs of travel, office expenses (including rent and overhead), equipment, printing, delivery and mailing costs.
2. DISTRIBUTION FEES AND SERVICE FEES.
2.1 Distribution and Service Fees Common to Each Class of Shares.
2.1.1. Service Fees. As partial consideration for the shareholder servicing and/or account maintenance services performed by the Distributor and/or a financial intermediary in the performance of its obligations under its agreement with the Distributor (or an affiliate of the Distributor), a Fund shall pay the Distributor a service fee periodically at a rate not to exceed 0.25% per annum of the average daily net assets of each share class of the Fund subject to this Plan. Such service fee shall be paid to the Distributor, which may, at its discretion, retain all or a portion of such payments, or pay all or a portion of these fees to financial intermediaries. Service fees compensate the Distributor and/or financial intermediaries for shareholder servicing and account maintenance
activities, including, but not limited to, shareholder recordkeeping (including assisting in establishing and maintaining customer accounts and records), transaction processing (including assisting with purchase, redemption and exchange requests), shareholder reporting, arranging for bank wires, monitoring dividend payments from the Funds on behalf of customers, forwarding certain shareholder communications from the Funds to customers, corresponding with shareholders and customers regarding the Funds (including receiving and responding to inquiries and answering questions regarding the Funds), and aiding in maintaining the investment of their respective customers in the Funds. The service fees payable by the Distributor to any financial intermediary under this Section 2.1.1. may be subject in whole or in part to such minimum account or payment requirements or financial intermediary standards (including any exceptions thereto) as the Distributor may establish from time to time.
2.1.2. Distribution Fees. As partial consideration for the services performed as specified in the Distribution Agreement and expenses incurred in the performance of its obligations under the Distribution Agreement, a Fund shall pay the Distributor a distribution fee periodically at a rate based on the average daily net assets of a Fund attributable to the designated class of Shares. Distribution fees compensate the Distributor and financial intermediaries for their expenses incurred in connection with the distribution of Shares, including, but not limited to, commissions to financial intermediaries, printing prospectuses and reports used for sales purposes, the preparation and printing of sales literature, personnel, travel, office expense and equipment and other distribution-related expenses. The amount of the distribution fee paid by the Fund may differ with respect to each class of Shares, as may the use by the Distributor of such distribution fees.
2.2. Distribution Fees Relating to Class A Shares
2.2.1. It is understood that the Distributor may impose certain deferred sales charges in connection with the repurchase of Class A Shares by a Fund and the Distributor may retain (or receive from the Fund, as the case may be) all such deferred sales charges.
2.2.2. The aggregate amount of fees and expenses paid pursuant to Sections 2.1.1 and 2.1.2. hereof shall not exceed 0.25% per annum of the average daily net assets attributable to Class A Shares and Class 529A Shares, respectively, of each Fund.
2.3. Distribution Fees Relating to Class B, Class B1 and Class 529B Shares
2.3.1. It is understood that the Distributor may impose certain deferred sales charges in connection with the repurchase of Class B, Class B1 and Class 529B Shares by a Fund and the Distributor may retain (or receive from the Fund, as the case may be) all such deferred sales charges. As
additional consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class B, Class B1 and Class 529B Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.75% per annum of the Funds average daily net assets attributable to Class B, Class B1 and Class 529B Shares. The aggregate amount of fees and expenses paid pursuant to Sections 2.1.1 and 2.3. shall not exceed 1.00% per annum of the average daily net assets attributable to Class B Shares, Class B1 Shares or Class 529B shares of each Fund.
2.3.2. Each Fund understands that agreements between the Distributor and the financial intermediaries may provide for payment of commissions to financial intermediaries in connection with the sale of Class B, Class B1 and Class 529B Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid by the Distributor to the financial intermediaries in consideration of the financial intermediaries services with respect to Class B, Class B1 and Class 529B Shares. Nothing in this Plan shall be construed as requiring a Fund to make any payment to any financial intermediary or to have any obligations to any financial intermediary in connection with services with respect to Class B, Class B1 or Class 529B Shares.
2.4. Distribution Fees Relating to Class C and Class 529C Shares
2.4.1. It is understood that the Distributor may (but is not required to) impose certain deferred sales charges in connection with the repurchase of Class C and Class 529C Shares by a Fund and the Distributor may retain (or receive from the Fund, as the case may be) all such deferred sales charges. As additional consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class C and Class 529C Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.75% per annum of the Funds average daily net assets attributable to Class C and Class 529C Shares. The aggregate amount of fees and expenses paid pursuant to Sections 2.1.1 and 2.4. shall not exceed 1.00% per annum of the average daily net assets attributable to Class C Shares or Class 529C shares of each Fund.
2.4.2. Each Fund understands that agreements between the Distributor and the financial intermediaries may provide for payment of commissions to financial intermediaries in connection with the sales of Class C and Class 529C Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid to the financial intermediaries in consideration of the financial intermediaries services with respect to Class C and Class529C Shares. Nothing in this Plan shall be construed as requiring a Fund to make any payment to any financial intermediary or to
have any obligations to any financial intermediary in connection with services with respect to Class C or Class 529C Shares.
2.5. Distribution Fees Relating to Class R1 and R2 Shares
2.5.1. As consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class R1 Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.75% per annum of the Funds average daily net assets attributable to Class R1 Shares. As consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class R2 Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.25% per annum of the Funds average daily net assets attributable to each of Class R2 Shares. The aggregate amount of fees and expenses paid pursuant to Sections 2.1.1 and 2.5. shall not exceed 1.00% per annum of the average daily net assets attributable to Class R1 shares of each Fund, and 0.50% per annum of the average daily net assets attributable to Class R2 shares of each Fund.
2.5.2. Each Fund understands that agreements between the Distributor and the financial intermediaries may provide for payment of commissions to financial intermediaries in connection with the sale of Class R1 and R2 Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid by the Distributor to the financial intermediaries in consideration of the financial intermediaries services with respect to Class R1 and R2 Shares. Nothing in this Plan shall be construed as requiring a Fund to make any payment to any financial intermediary or to have any obligations to any financial intermediary in connection with services with respect to Class R1 and R2 Shares.
3. EXPENSES BORNE BY FUND. Each Fund shall pay all fees and expenses of any independent auditor, legal counsel, investment adviser, administrator, transfer agent, custodian, shareholder servicing agent, registrar or dividend disbursing agent of the Fund; expenses of distributing and redeeming Shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to shareholders of a Fund, except that the Distributor shall be responsible for the distribution-related expenses as provided in Section 1 hereof.
4. ACTION TAKEN BY THE TRUST. Nothing herein contained shall be deemed to require a Trust to take any action contrary to its Declaration of Trust or By-laws or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of Trustees of the responsibility for and control of the conduct of the affairs of a Fund.
5. EFFECTIVENESS OF PLAN. This Plan shall become effective with respect to a class of Shares upon (a) approval by a vote of at least a majority of the outstanding voting securities of such particular class of Shares (unless previously so approved or unless such approval is not required under applicable law), and (b) approval by a vote of the Board of Trustees and a vote of a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the Qualified Trustees), such votes to be cast in person at a meeting called for the purpose of voting on this Plan.
6. DURATION OF PLAN. This Plan shall continue in effect indefinitely with respect to each Class; provided, however, that such continuance is specifically approved at least annually by vote of both a majority of the Trustees of the Trust and a majority of the Qualified Trustees, such votes to be cast in person at a meeting called for the purpose of voting on the continuance of this Plan. If such annual approval is not obtained, this Plan, with respect to each Class with respect to which such approval was not obtained, shall expire 12 months after the effective date of the last approval.
7. AMENDMENTS OF PLAN. This Plan may be amended at any time by the Board of Trustees; provided that this Plan may not be amended to increase materially the amount of permitted expenses hereunder without the approval of holders of a majority of the outstanding voting securities of the affected Class and may not be materially amended in any case without a vote of a majority of both the Trustees and the Qualified Trustees. This Plan may be terminated at any time with respect to a Class by a vote of a majority of the Qualified Trustees or by a vote of the holders of a majority of the outstanding voting securities of such Class.
8. REVIEW BY BOARD OF TRUSTEES. Each Fund and the Distributor shall provide the Board of Trustees, and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made.
9. SELECTION AND NOMINATION OF QUALIFIED TRUSTEES. While this Plan is in effect, the selection and nomination of Qualified Trustees shall be committed to the discretion of the Trustees who are not interested persons of the Trust.
10. DEFINITIONS; COMPUTATION OF FEES. For the purposes of this Plan, the terms interested persons, majority of the outstanding voting securities and specifically approved at least annually are used as defined in the 1940 Act or the rules and regulations adopted thereunder and in accordance with each Trusts Declaration of Trust. All references herein to Fund shall be deemed to refer to a Trust where such Trust does not have multiple portfolios or series. In addition, for purposes of determining the fees payable to the Distributor hereunder, (i) the value of a Funds net assets shall be computed in the manner specified in each Funds then-current prospectus and statement of additional information for
computation of the net asset value of Shares of the Fund and (ii) the net asset value per Share of a particular Class shall reflect any plan adopted under Rule 18f-3 under the 1940 Act.
11. RETENTION OF PLAN RECORDS. Each Trust shall preserve copies of this Plan, and each agreement related hereto and each report referred to in Section 8 hereof (collectively, the Records) for a period of six years from the end of the fiscal year in which such Record was made and each such record shall be kept in an easily accessible place for the first two years of said record-keeping.
12. APPLICABLE LAW. This Plan shall be construed in accordance with the laws of The Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
13. SEVERABILITY OF PLAN. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby. The provisions of this Plan are severable with respect to each class of Shares offered by a Fund and with respect to each Fund.
14. SCOPE OF TRUSTS OBLIGATION. A copy of the Declaration of Trust of each Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. It is acknowledged that the obligations of or arising out of this Plan are not binding upon any of the Trusts trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest hereunder. If this Plan is adopted by the Trust on behalf of one or more series of the Trust, it is further acknowledged that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Plan are binding solely upon the assets or property of the series on whose behalf the Trust has adopted this Plan. If the Trust has adopted this Plan on behalf of more than one series of the Trust, it is also acknowledged that the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and no series shall be responsible for the obligations of another series.
EXHIBIT A
Funds and Share Classes Covered by Rule 12b-1 Plan
As of: August 21, 2020
FUND |
|
CLASSES OF SHARES COVERED
|
|
Effective Date of
|
MFS SERIES TRUST I |
|
|
|
|
MFS Core Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
12/29/2017 |
MFS Low Volatility Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
12/29/2017 |
MFS Low Volatility Global Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
12/29/2017 |
MFS New Discovery Fund |
|
A, B, C, R1, R2, R3, T |
|
12/29/2017 |
MFS Research International Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
12/29/2017 |
MFS Technology Fund |
|
A, B, C, R1, R2, R3, T |
|
12/29/2017 |
MFS U.S. Government Cash Reserve Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3 |
|
N/A |
MFS Value Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
12/29/2017 |
|
|
|
|
|
MFS SERIES TRUST II |
|
|
|
|
MFS Growth Fund |
|
A, B, C, R1, R2, R3, T |
|
03/29/2018 |
|
|
|
|
|
MFS SERIES TRUST III |
|
|
|
|
MFS Global High Yield Fund |
|
A, B, C, R1, R2, R3, T |
|
05/31/2017 |
MFS High Income Fund |
|
A, B, C, 529A, 529B. 529C, R1, R2, R3, T |
|
05/31/2017 |
MFS Municipal High Income Fund |
|
B, C, T |
|
05/31/2017 |
|
|
|
|
|
MFS SERIES TRUST IV |
|
|
|
|
MFS Blended Research Emerging Markets Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
12/29/2017 |
MFS Blended Research International Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
12/29/2017 |
MFS Global New Discovery Fund |
|
A, B, C, R1, R2, R3, T |
|
12/29/2017 |
MFS Mid Cap Growth Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
12/29/2017 |
FUND |
|
CLASSES OF SHARES COVERED
|
|
Effective Date of
|
MFS SERIES TRUST V |
|
|
|
|
MFS International New Discovery Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
01/26/2018 |
MFS Research Fund |
|
A, B, C, R1, R2, R3, T |
|
01/26/2018 |
MFS Total Return Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
01/26/2018 |
|
|
|
|
|
MFS SERIES TRUST VI |
|
|
|
|
MFS Global Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
02/28/2018 |
MFS Global Total Return Fund |
|
A, B, C, R1, R2, R3, T |
|
02/28/2018 |
MFS Utilities Fund |
|
A, B, C, R1, R2, R3, T |
|
02/28/2018 |
|
|
|
|
|
MFS SERIES TRUST VII |
|
|
|
|
MFS Equity Income Fund |
|
A, B, C, R1, R2, R3, T |
|
03/14/2017 |
|
|
|
|
|
MFS SERIES TRUST VIII |
|
|
|
|
MFS Global Growth Fund |
|
A, B, C, R1, R2, R3, T |
|
02/28/2018 |
MFS Strategic Income Fund |
|
A, B, C, T |
|
02/28/2018 |
|
|
|
|
|
MFS SERIES TRUST IX |
|
|
|
|
MFS Corporate Bond Fund |
|
A, B, C, R1, R2, R3, T |
|
08/28/2017 |
MFS Inflation-Adjusted Bond Fund |
|
A, B, C, R1, R2, R3, T |
|
02/28/2018 |
MFS Limited Maturity Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
08/28/2017 |
MFS Municipal Limited Maturity Fund |
|
A, B, C, T |
|
08/28/2017 |
MFS Total Return Bond Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
08/28/2017 |
|
|
|
|
|
MFS SERIES TRUST X |
|
|
|
|
MFS Aggressive Growth Allocation Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
09/28/2017 |
MFS Blended Research Growth Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
09/28/2017 |
FUND |
|
CLASSES OF SHARES COVERED
|
|
Effective Date of
|
MFS Blended Research Mid Cap Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
09/28/2017 |
MFS Blended Research Small Cap Equity Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
09/28/2017 |
MFS Blended Research Value Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
09/28/2017 |
MFS Conservative Allocation Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
09/28/2017 |
MFS Emerging Markets Debt Fund |
|
A, B, C, R1, R2, R3, T |
|
11/28/2017 |
MFS Emerging Markets Debt Local Currency Fund |
|
A, B, C, R1, R2, R3, T |
|
02/28/2018 |
MFS Emerging Markets Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
09/28/2017 |
MFS Global Bond Fund |
|
A, B, C, R1, R2, R3, T |
|
03/29/2018 |
MFS Growth Allocation Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
09/28/2017 |
MFS International Diversification Fund |
|
A, B, C, R1, R2, R3, T |
|
09/28/2017 |
MFS International Growth Fund |
|
A, B, C, R1, R2, R3, T |
|
09/28/2017 |
MFS International Intrinsic Value Fund |
|
A, B, C, R1, R2, R3, T |
|
09/28/2017 |
MFS International Large Cap Value Fund |
|
A, C, R1, R2, R3 |
|
N/A |
MFS Managed Wealth Fund |
|
A, B, C, R1, R2, R3, T |
|
09/28/2017 |
MFS Moderate Allocation Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
09/28/2017 |
|
|
|
|
|
MFS SERIES TRUST XI |
|
|
|
|
MFS Mid Cap Value Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
01/26/2018 |
MFS Blended Research Core Equity Fund |
|
A, B, C, R1, R2, R3, T |
|
01/26/2018 |
|
|
|
|
|
MFS SERIES TRUST XII |
|
|
|
|
MFS Lifetime Income Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
08/28/2017 |
MFS Lifetime 2020 Fund |
|
A, B, C, R1, R2, R3, T |
|
08/28/2017 |
MFS Lifetime 2025 Fund |
|
A, B, C, R1, R2, R3, T |
|
08/28/2017 |
MFS Lifetime 2030 Fund |
|
A, B, C, R1, R2, R3, T |
|
08/28/2017 |
FUND |
|
CLASSES OF SHARES COVERED
|
|
Effective Date of
|
MFS Lifetime 2035 Fund |
|
A, B, C, R1, R2, R3, T |
|
08/28/2017 |
MFS Lifetime 2040 Fund |
|
A, B, C, R1, R2, R3, T |
|
08/28/2017 |
MFS Lifetime 2045 Fund |
|
A, B, C, R1, R2, R3, T |
|
08/28/2017 |
MFS Lifetime 2050 Fund |
|
A, B, C, R1, R2, R3, T |
|
08/28/2017 |
MFS Lifetime 2055 Fund |
|
A, B, C, R1, R2, R3, T |
|
08/28/2017 |
MFS Lifetime 2060 Fund |
|
A, B, C, R1, R2, R3, T |
|
08/28/2017 |
|
|
|
|
|
MFS SERIES TRUST XIII |
|
|
|
|
MFS Diversified Income Fund |
|
A, C, R1, R2, R3, T |
|
06/28/2017 |
MFS Global Real Estate Fund |
|
A, B, C. R1, R2, R3, T |
|
12/29/2017 |
MFS Government Securities Fund |
|
A, B, C, R1, R2, R3, T |
|
06/28/2017 |
MFS New Discovery Value Fund |
|
A, B, C, R1, R2, R3, T |
|
06/28/2017 |
|
|
|
|
|
MFS SERIES TRUST XV |
|
|
|
|
MFS Commodity Strategy Fund |
|
A, B, C, R1, R2, R3, T |
|
02/28/2018 |
MFS Global Alternative Strategy Fund |
|
A, B, C, R1, R2, R3, T |
|
02/28/2018 |
|
|
|
|
|
MFS SERIES TRUST XVI |
|
|
|
|
MFS Prudent Investor Fund |
|
A, B, C, R1, R2, R3, T |
|
01/17/2018 |
|
|
|
|
|
STAND ALONE FUNDS |
|
|
|
|
Massachusetts Investors Growth Stock Fund |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
03/29/2018 |
Massachusetts Investors Trust |
|
A, B, C, 529A, 529B, 529C, R1, R2, R3, T |
|
04/30/2018 |
|
|
|
|
|
MFS MUNICIPAL SERIES TRUST |
|
|
|
|
MFS Alabama Municipal Bond Fund |
|
A, B, T |
|
07/28/2017 |
MFS Arkansas Municipal Bond Fund |
|
A, B, T |
|
07/28/2017 |
FUND |
|
CLASSES OF SHARES COVERED
|
|
Effective Date of
|
MFS California Municipal Bond Fund |
|
A, B, C, T |
|
07/28/2017 |
MFS Georgia Municipal Bond Fund |
|
A, B, T |
|
07/28/2017 |
MFS Maryland Municipal Bond Fund |
|
A, B, T |
|
07/28/2017 |
MFS Massachusetts Municipal Bond Fund |
|
A, B, T |
|
07/28/2017 |
MFS Mississippi Municipal Bond Fund |
|
A, B, T |
|
07/28/2017 |
MFS Municipal Income Fund |
|
A, B, B1, C, T |
|
07/28/2017 |
MFS New York Municipal Bond Fund |
|
A, B, C, T |
|
07/28/2017 |
MFS North Carolina Municipal Bond Fund |
|
A, B, C, T |
|
07/28/2017 |
MFS Pennsylvania Municipal Bond Fund |
|
A, B, T |
|
07/28/2017 |
MFS South Carolina Municipal Bond Fund |
|
A, B, T |
|
07/28/2017 |
MFS Tennessee Municipal Bond Fund |
|
A, B, T |
|
07/28/2017 |
MFS Virginia Municipal Bond Fund |
|
A, B, C, T |
|
07/28/2017 |
MFS West Virginia Municipal Bond Fund |
|
A, B, T |
|
07/28/2017 |
EXHIBIT NO. 99.(n) 2
MFS FUNDS
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3(d) UNDER THE INVESTMENT COMPANY ACT OF 1940
Effective September 6, 1996, as amended and restated:
August 15, 2003
January 25, 2005 (Addition of R Share Classes)
January 24, 2006 (Addition of W Share Class)
April 25, 2006 (Addition of Voluntary Conversion)
June 25, 2006 (Addition of Methodology for Allocating Income, Realized Gains and Losses and Dividends)
October 25, 2006 (Addition of A1 and B1 Share Classes)
November 1, 2007 (Conversion of Class R and R2 Shares)
February 28, 2008 (Termination of Master Class R Administration and Service Agreement)
April 19, 2008 (Conversions and Redesignations of Class R Share Suite)
May 1, 2009 (Conversions - Class A, Class I, Class W; removal of Class J; revisions to money market exchanges)
May 1, 2011 (Class C Share Voluntary Conversions and Removal of references to sales in Japan)
July 1, 2011 (Clarify Conversion/Exchange Features Applicable to Class 529 Shares)
December 13, 2011 (Addition of Class R5; Mandatory Conversion of Class W; Revisions to Allocation Methodology)
May 30, 2012 (Eliminate reference to Class W; Provide Conversion Feature from Class I to Class R5, Revisions to Allocation Methodology)
August 26, 2016 (Redesignation of Class R5 as Class R6)
March 14, 2017 (Addition of Class T Shares)
April 4, 2017 (Class R Share Eligibility)
June 13, 2017 (Provide Conversion Feature from Class C / Class 529C to Class A / Class 529A; Revisions to Allocation Methodology Exhibit)
April 23, 2018 (Provide Automatic Conversion Feature from Class C / Class 529C to Class A / Class 529A)
March 2, 2020 (Provide Exchange Feature Applicable to Class R6 Shares)
June 1, 2020 (Provide for Lower Net Asset Value Breakpoint for Certain Funds)
July 17, 2020 (Conversion for Class A, Class B, and Class C Held Directly with MFSC and for which No Financial Intermediary Is Specified to Class I)
EXHIBIT A, as revised:
July 26, 2005 (Addition of MFS Series Trust XII)
April 25, 2006 (Addition of MFS Diversified Income Fund, series of MFS Series Trust XIII (formerly MFS Government Securities Fund))
July 26, 2006 (Addition of MFS Sector Rotational Fund)
June 22, 2007 (Termination of AGF, MVF, IBF and MMB)
September 25, 2007 (Redesignation of MFS Government Limited Maturity Fund as MFS Series Trust XV and Addition of MFS Diversified Target Return Fund)
April 1, 2008 (Redesignation of MFS Emerging Growth Fund as MFS Growth Fund)
June 1, 2008 (Redesignation of MFS Union Standard Equity Fund as MFS Blended Research Core Equity Fund)
September 23, 2008 (Addition of MFS Commodity Strategy Fund and MFS Fundamental 130/30 Fund, each a series of MFS Series Trust XV, and MFS Global Real Estate Fund, a series of MFS Series Trust XIII)
May 31, 2010 (Addition of MFS Global Bond Fund)
July 21, 2010 (Addition of MFS Asia Pacific Ex-Japan Fund, MFS European Equity Fund, MFS Latin American Equity Fund, and MFS Lifetime 2050 Fund)
February 15, 2011 (Addition of MFS Absolute Return Fund and MFS Global Tactical Allocation Fund)
April 12, 2011 (Addition of MFS New Discovery Value Fund and Termination of MFS Research Bond Fund J)
July 20, 2011 (Addition of MFS Global Brands Fund and MFS Emerging Markets Debt Local Currency Fund)
September 13, 2011 (Redesignation of MFS Global Brands Fund as MFS Global Leaders Fund)
October 18, 2011 (Addition of MFS Global New Discovery Fund)
July 17, 2012 (Addition of MFS Equity Income Fund, MFS Lifetime 2015 Fund, MFS Lifetime 2025 Fund, MFS Lifetime 2035 Fund, MFS Lifetime 2045 Fund, and MFS Lifetime 2055 Fund)
September 10, 2013 (Addition of MFS Low Volatility Equity Fund and MFS Low Volatility Global Equity Fund, and Redesignation of MFS Sector Rotational Fund as MFS Equity Opportunities Fund)
February 1, 2014 (Redesignation of MFS Diversified Target Return Fund as MFS Global Alternative Strategy Fund)
March 31, 2014 (Redesignation of MFS High Yield Opportunities Fund as MFS Global High Yield Fund)
May 6, 2014 (Addition of MFS Managed Wealth Fund)
June 20, 2014 (Reorganization of MFS Lifetime 2010 Fund into MFS Lifetime Retirement Income Fund)
July 1, 2014 (Redesignation of MFS Cash Reserve Fund as MFS U.S. Government Cash Reserve Fund)
July 23, 2014 (Termination of MFS Asia Pacific ex-Japan Fund, MFS European Equity Fund, and MFS Latin American Equity Fund)
August 28, 2014 (Redesignation of MFS Lifetime Retirement Income Fund as MFS Lifetime Income Fund)
March 31, 2015 (Redesignation of MFS Research Bond Fund as MFS Total Return Bond Fund)
April 30, 2015 (Redesignation of MFS Bond Fund as MFS Corporate Bond Fund)
July 15, 2015 (Addition of MFS Blended Research Emerging Markets Equity Fund, MFS Blended Research Global Equity Fund, MFS Blended Research International Equity Fund, MFS Blended Research Growth Equity Fund, MFS Blended Research Small Cap Equity Fund, and MFS Blended Research Value Equity Fund)
November 18, 2015 (Termination of MFS Global Leaders Fund)
June 14, 2016 (Addition of MFS Blended Research Mid Cap Equity Fund)
August 5, 2016 (Reorganization of MFS Lifetime 2015 Fund into MFS Lifetime Income Fund)
September 13, 2016 (Addition of MFS Lifetime 2060 Fund)
October 10, 2017 (Addition of MFS Prudent Investor Fund)
March 29, 2018 (Terminations of MFS Absolute Return Fund and MFS Global Multi-Asset Fund)
June 1, 2019 (Redesignation of MFS International Value Fund as MFS International Intrinsic Value Fund)
October 25, 2019 (Termination of MFS Equity Opportunities Fund)
May 7, 2020 (Addition of MFS International Large Cap Value Fund)
August 21, 2020 (Termination of MFS Blended Research Global Equity Fund)
MFS FUNDS
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3(d) UNDER THE
INVESTMENT COMPANY ACT OF 1940
Effective September 6, 1996, as amended and restated August 15, 2003, as amended and restated January 25, 2005, as amended and restated January 24, 2006, as amended and restated April 25, 2006, as amended and restated June 25, 2006, as amended and restated October 25, 2006, as amended and restated November 1, 2007, as amended and restated March 1, 2008, as amended and restated April 19, 2008 as amended and restated May 1, 2009, as amended and restated May 1, 2011, as amended and restated July 1, 2011, as amended and restated December 13, 2011, as amended and restated August 26, 2016, as amended and restated March 14, 2017, as amended April 4, 2017, as amended and restated June 13, 2017, as amended and restated April 23, 2018, as amended and restated effective March 2, 2020, as amended and restated effective June 1, 2020, and as amended and restated effective July 17, 2020.
This Plan relating to Multiple Classes of Shares (the Plan) has been adopted by each of the registered investment companies (the Trust or Trusts), identified on behalf of its various series from time to time on Exhibit A hereto, severally and not jointly, pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, as amended (the 1940 Act), and sets forth the methodology for allocating income, gains and losses and expenses among the classes of shares representing interests in the same portfolio issued by the Trusts under a multiple distribution arrangement and the conversion and exchange feature, if any, of each such class of shares (the Multiple Distribution System).
A. THE TRUSTS AND FUNDS
Each Trust is an open-end management investment company registered under the 1940 Act, some consisting of multiple investment portfolios or series, each of which has separate investment objectives and policies and segregated assets (the Fund or Funds).
Each Trust (if it has no series) and each Trust on behalf of each Fund (if it has series) has entered into an investment advisory agreement with Massachusetts Financial Services Company or an affiliate thereof (MFS) pursuant to which MFS, subject to the general supervision of the Board of Trustees of the Trust, provides portfolio management services. Each Trust has also entered into an administrative services agreement with MFS pursuant to which MFS provides financial operations, legal and other administrative services to each Fund. Each Trust has also entered into a distribution agreement with MFS Fund Distributors, Inc. (MFD) to provide certain distribution services for each Fund, pursuant to which MFD acts as each Funds distributor. Certain Funds have adopted a distribution plan (a Rule 12b-1 Plan) with respect to one or more of such Funds share classes in accordance with Rule 12b-1 under the 1940 Act. Transfer agency and recordkeeping functions are provided to each Fund by MFS Service Center, Inc. (MFSC) pursuant to a shareholder servicing agent agreement. Certain Trusts, on behalf of certain of their series which offer 529 share classes, have entered (or intend to enter) into one or more agreements with MFD pursuant to which MFD or a third party receives
compensation from the Funds in recognition of the rendering of administrative services relating to qualified tuition programs established in accordance with Section 529 of the Internal Revenue Code through which the 529 share classes are sold.
B. SHARE CLASSES
The Funds offer Class A, Class B, Class C, Class 529A, Class 529B, Class 529C, Class I, Class R1, Class R2, Class R3, Class R4, Class R6, and Class T shares as specified in this Rule 18f-3 plan. Class 529A, Class 529B and Class 529C shares have identical characteristics for purposes of this Rule 18f-3 Plan as the corresponding Class A, Class B and Class C shares, except as noted below in Sections E and F. Class A1 and Class B1 shares have identical characteristics for purposes of this Rule 18f-3 plan as the corresponding Class A and Class B shares. Therefore, unless noted otherwise, references in this 18f-3 Plan to Class A, Class B and Class C shares will refer to the corresponding Class 529A, Class 529B, Class 529C, Class A1 and Class B1 shares.
C. THE MULTIPLE DISTRIBUTION SYSTEM
Under the Multiple Distribution System, each Fund may provide investors with the option of purchasing shares: (1) with a front-end sales load (except sales of $250,000 or more, $500,000 or more or $1 million or more (depending on the Fund) and purchases by certain retirement plans, which may be subject to a contingent deferred sales charge (CDSC)) which may vary among Funds and, in some cases, a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan (Class A and Class 529A shares); (2) without a front-end sales load, but subject to a CDSC as well as a distribution fee and/or a service fee pursuant to a Rule 12b-1 Plan (Class B and Class 529B shares); (3) without a front-end load, but subject to a CDSC, (which may differ from the CDSC applicable to Class B shares) as well as a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan (Class C and Class 529C shares); (4) without a front-end load or CDSC and without a distribution or service fee pursuant to a Rule 12b-1 plan (Class I and Class R4 shares); (5) without a front-end load or CDSC and without a distribution or service fee pursuant to a Rule 12b-1 plan and without subaccounting service fees (Class R6 shares); (6) without a front-end load or CDSC but with a distribution and/or service fee pursuant to a Rule 12b-1 plan (Class R1, Class R2 and Class R3 shares); and (7) with a front-end sales load and subject to a distribution and/or service fee pursuant to a Rule 12b-1 Plan (Class T Shares). Some of the Funds presently offer only certain of these classes of shares to investors. This Plan shall apply to the classes of shares of each Fund only to the extent each Trust has designated particular classes of shares for that Fund. The Funds may from time to time create one or more additional classes of shares, the terms of which may differ from the Class A shares, Class B shares, Class C shares, Class I shares, Class R1 shares, Class R2 shares, Class R3 shares, Class R4 shares, Class R6 shares, and Class T shares described below. In addition, MFS may elect to waive all or a portion of any front-end sales load, CDSC, distribution or service fee assessed with respect to any class of shares of any Fund to the extent permitted by applicable law.
1. Class A Shares
Class A shares are offered to investors at net asset value plus a front-end sales load (except for certain sales, which may be subject to a CDSC). The sales load is at rates competitive in the industry and is subject to reduction for larger purchases and under a right of accumulation or a letter of intention. In accordance with Section 22(d) of the 1940 Act, the front-end sales load is waived for certain types of investors or in connection with certain classes of transactions. Class A shareholders are assessed an ongoing service fee and/or distribution fee under a Rule 12b-1 Plan based upon a percentage of the average daily net asset value of the Class A shares. Proceeds from the front-end load, service fee and distribution fee are used by MFD primarily to pay initial commissions, ongoing service fees and certain distribution-related expenses, respectively. Amounts payable under the Rule 12b-1 Plan are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Trust as from time to time in effect. Class 529A shares pay an administrative service fee to MFD.
2. Class B Shares
Class B shares are offered to investors at net asset value without the imposition of a sales load at the time of purchase. However, an investors proceeds from a redemption of Class B shares (on which a dealer commission has been paid) within a specified period of time after purchase may be subject to a CDSC. The CDSC is paid to and retained by MFD. The amount of any applicable CDSC will be based upon the lower of the net asset value at the time of purchase or at the time of redemption as required by Rule 6c-10 under the 1940 Act. Class B shares that are redeemed will not be subject to a CDSC to the extent that the shares represent (1) reinvestment of dividends or capital gain distributions, (2) shares redeemed after a defined period of time, or (3) increases in the value of an account due to capital appreciation. Class B shareholders are assessed a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan. Class B shares that are outstanding for a specified period of time will automatically convert to Class A shares of the Fund. See Conversion Features Automatic Conversions below. Amounts payable under the Rule 12b-1 Plan are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Trust as from time to time in effect. Class 529B shares pay an administrative services fee to MFD.
3. Class C Shares
Class C shares are offered to investors at net asset value without the imposition of a front-end sales load. Class C shareholders are assessed a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan. In addition, an investors proceeds
from a redemption of Class C shares (on which a dealer commission has been paid) within a specified period of time after purchase may be subject to a CDSC. The CDSC is paid to and retained by MFD. Class C shares that are redeemed will not be subject to a CDSC to the extent that the shares represent (i) reinvestment of dividends or capital gains distributions, (ii) shares redeemed after a defined period of time, or (iii) increases in the value of an account due to capital appreciation. Class C shares differ from Class B shares in that (i) the Class C shares would be subject to a lower CDSC than the Class B shares and (ii) the CDSC would be imposed on the Class C shares for a shorter period of time than the Class B shares. Class C shares that are outstanding for a specified period of time will automatically convert to Class A shares of the Fund. See Conversion Features Automatic Conversions below. Amounts payable under the Rule 12b-1 Plan are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Trust as from time to time in effect. Class 529C shares pay an administrative services fee to MFD.
4. Class I Shares
Class I shares are offered to certain investors at net asset value without the imposition of a front-end load or a CDSC and without a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan.
5. Class R1, Class R2, Class R3, Class R4, and Class R6
Class R1, Class R2, Class R3, Class R4 and Class R6 shares are offered to certain investors at net asset value without the imposition of a front-end load or CDSC. Class R1, Class R2 and Class R3 shareholders are assessed a distribution fee and/or service fee pursuant to a Rule 12b-1 Plan. Amounts payable under the Rule 12b-1 Plan are subject to such limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Trust as from time to time in effect. Class R4 shares are offered without a distribution or service fee pursuant to a Rule 12b-1 Plan. Class R6 shares are offered without a distribution or service fee pursuant to a Rule 12b-1 Plan and without sub-accounting service fees.
6. Class T Shares
Class T shares are offered to investors at net asset value plus a front-end sales load. The sales load is at rates competitive in the industry and is subject to reduction for larger purchases. Class T shareholders are assessed an ongoing service fee under a Rule 12b-1 Plan based upon a percentage of the average daily net asset value of the Class T shares. Proceeds from the front-end load and service fee are used by MFD primarily to pay initial commissions and ongoing service fees, respectively. Amounts payable under the Rule 12b-1 Plan are subject to such further limitations as the Trustees may from time to time
determine and as set forth in the registration statement of each Trust as from time to time in effect.
D. INCOME, REALIZED GAINS AND LOSSES, UNREALIZED APPRECIATION AND DEPRECIATION AND EXPENSES:
1. Permissible Methods of Allocating Income, Realized Gains and Losses, Unrealized Appreciation and Depreciation and Expenses
(a) Income, realized gains and losses, unrealized appreciation and depreciation, and expenses of a Fund not allocated to a particular class (Fundwide Expenses) shall be allocated based on one of the following methods (which method shall be applied on a consistent basis):
(i) To each class based on the net assets of that class in relation to the net assets of the Fund (relative net assets);
(ii) To each class based on the Simultaneous Equations Method (as defined below);
(iii) To each class based on the Settled Shares Method (as defined below), provided that the Fund is a Daily Dividend Fund (as defined below) (such a Fund may allocate income and Fundwide Expenses based on the Settled Shares Method (as defined below) and realized gains and losses and unrealized appreciation and depreciation based on relative net assets);
(iv) To each share without regard to class, provided that the Fund is a Daily Dividend Fund (as defined below) that maintains the same net asset value per share in each class; that the Fund has received undertakings from its investment adviser, underwriter, or any other provider of services to the Fund, agreeing to waive or reimburse the Fund for payments to such service provider by one or more classes, as allocated under Rule 18f-3(a)(1), to the extent necessary to assure that all classes of the Fund maintain the same net asset value per share; and that payments waived or reimbursed under such an undertaking may not be carried forward or recouped at a future date; or
(v) To each class based on any other appropriate method, provided that a majority of the Trustees of the relevant Trust, and a majority of the Trustees who are not interested persons of the Trust (Disinterested Trustees), determine that the method is fair to the shareholders of each class and that the annualized rate of return of each class will generally differ from that of the other classes only by the expense differentials among the classes.
(b) For purposes of this Policy:
(i) Daily Dividend Fund means any Fund that has a policy of declaring distributions of net investment income daily, including any money market fund that determines net asset value using the amortized cost method permitted by Rule 2a-7;
(ii) Fundwide Expenses means expenses of the Fund not allocated to a particular class under Rule 18f-3(a)(1);
(iii) The Settled Shares Method means allocating to each class based on relative net assets, excluding the value of subscriptions receivable; and
(iv) The Simultaneous Equations Method means the simultaneous allocation to each class of each days income, realized gains and losses, unrealized appreciation and depreciation, and Fundwide Expenses and reallocation to each class of undistributed net investment income, undistributed realized gains or losses, and unrealized appreciation or depreciation, based on the operating results of the Fund, changes in ownership interests of each class, and expense differentials between the classes, so that the annualized rate of return of each class generally differs from that of the other classes only by the expense differentials among the classes.
2. Allocation Methodology
Under the Multiple Distribution System, all income, realized gains and losses, unrealized appreciation and depreciation and expenses incurred by a Fund (other than expenses incurred solely on behalf of a particular class) are borne proportionately by each class of shares in accordance with the methodology set forth on Exhibit B hereto, except for the different (i) distribution and service fees (and any other costs relating to implementing the Rule 12b-1 Plan or an amendment to such Plan including obtaining shareholder approval of the Rule 12b-1 Plan or an amendment to such Plan); (ii) administration and certain other fees and expenses attributable to a class; and (iii) sub-accounting service fees. The fees and expenses described in sub-paragraph (i) and (ii) shall be borne directly by the class incurring such fees and expenses, and the fees and expenses described in sub-paragraph (iii) shall be allocated only to those classes that are eligible to incur sub-accounting service fees and then in proportion to each class relative net assets, provided however, that: (a) transfer agency cost, including sub-accounting service fees, if incurred by a Fund that invests the majority of its assets in other MFS mutual funds (so-called Top-Tier Funds) and that are passed through the relevant Top-Tier Fund to one or more of the other MFS mutual funds in which that Top-Tier Fund invests (so-called Underlying Funds) pursuant to the Special Servicing Agreement among the Top-Tier Funds and the Underlying Funds shall be borne proportionately by each class of shares of such Underlying Fund in accordance with the methodology set forth on Exhibit B hereto; and (b) sub-accounting service fees incurred by any Top-Tier Fund that does not offer Class R6 shares shall be borne proportionately by each class of shares of such Top-Tier Fund in accordance with the methodology set forth on Exhibit B hereto.
3. Approval of Allocation Methodology
The allocation methodology set forth on Exhibit B hereto shall be approved initially by a vote of a majority of the Disinterested Trustees. No material amendment may be made to the allocation methodology without the approval of a majority of the Trustees, including a majority of the Disinterested Trustees.
E. CONVERSION FEATURES
1. Automatic Conversions
A. Conversion of Class B shares
If a shareholders Class B shares of a Fund remain outstanding for a specified period of time, they will automatically convert to Class A shares of that Fund at the relative net asset values of each of the classes, and will thereafter be subject to the lower fee under the Class A Rule 12b-1 Plan (the Class B shares will convert into Class A shares, Class B1 shares will convert to Class A1 shares, and Class 529B shares will convert to Class 529A shares). Shares purchased through the reinvestment of distributions paid in respect of Class B shares will be treated as Class B shares for purposes of the payment of the distribution and service fees under the Rule 12b-1 Plan applicable to Class B shares. However, for purposes of conversion to Class A, all shares in a shareholders account that were purchased through the reinvestment of distributions paid in respect of Class B shares (and which have not converted to Class A shares as provided above) will be held in a separate sub-account. Each time any Class B shares in the shareholders account (other than those in the sub-account) convert to Class A, a portion of the Class B shares then in the sub-account will also convert to Class A. The portion will be determined by the ratio that the shareholders Class B shares not acquired through distributions that are converting to Class A bears to the shareholders total Class B shares not acquired through distributions.
B. Conversion of Class C shares
If a shareholders Class C shares of a Fund remain outstanding for a specified period of time, they will automatically convert to Class A shares of that Fund at the relative net asset values of each of the classes, and will thereafter be subject to the lower fee under the Class A Rule 12b-1 Plan (the Class C shares will convert into Class A shares and Class 529C shares will convert to Class 529A shares). Shares purchased through the reinvestment of distributions paid in respect of Class C shares will be treated as Class C shares for purposes of the payment of the distribution and service fees under the Rule 12b-1 Plan applicable to Class C shares. However, for purposes of conversion to Class A shares, all shares in a shareholders account that were purchased through the reinvestment of distributions paid in respect of Class C shares (and which have not converted to Class A shares as provided above) will be held in a separate sub-account. Each time any Class C shares in the shareholders account (other than those in the sub-account) convert to Class A, a portion of the Class C shares then in the sub-account will also convert to Class A. The portion will be determined by the ratio that the shareholders Class C shares not acquired through distributions that are converting to Class A bears to the shareholders total Class C shares not acquired through distributions.
C. Conversion of Other Classes
Any other class of shares may provide that shares in that class (the Purchase Class) will, after a period of time, automatically convert into another class of shares (the Target Class) in accordance with the provisions of Rule 18f-3. Such a conversion feature would be described in the relevant Funds prospectus.
2. Voluntary Conversions
A. Class A Conversions
Class A shares of a Fund may be converted into Class I shares of that Fund (if available) at the election of the shareholder, provided that following the conversion the shareholder meets applicable eligibility requirements for Class I shares (as described in the Funds prospectus). Any such conversion will occur at the respective net asset values of the two share classes, without the imposition of any sales load, fee or other charge. Class 529A shares may not be converted.
B. Class C Conversions
Class C shares of a Fund may be converted into Class I shares of that Fund (if available) at the election of the shareholder, provided that at the time of the conversion the Class C shares to be converted are no longer subject to a CDSC and following the conversion the shareholder meets applicable eligibility requirements for Class I shares (as described in the Funds prospectus). Any such conversion will occur at the respective net asset values of the two share classes, without the imposition of any sales load, fee or other charge.
Class C shares and Class 529C shares of a Fund may also be converted into Class A shares or Class 529A shares, respectively, of that Fund (if available) at the election of the shareholder, subject to the conditions described in the Funds prospectus, and provided that following the conversion the shareholder meets applicable eligibility requirements for Class A or Class 529A shares, if any (as described in the Funds prospectus). Any such conversion will occur at the respective net asset values of the two share classes, without the imposition of any sales load, fee or other charge.
Class C shares of a Fund may also be converted into Class T shares of that Fund (if available) at the election of the shareholder, subject to the conditions described in the Funds prospectus, and provided that following the conversion the shareholder meets applicable eligibility requirements for Class T shares, if any (as described in the Funds prospectus). Any such conversion will occur at the respective net asset values of the two share classes, without the imposition of any sales load, fee or other charge.
Shares purchased through the reinvestment of distributions paid in respect of Class C shares are not subject to a CDSC. Class 529C shares may only be converted to Class 529A shares.
C. Class I Conversions
Class I shares of a Fund may be converted into Class A or Class R6 shares of the Fund at the election of the shareholder, provided that, for conversions to Class R6, following the conversion the shareholder meets applicable eligibility requirements for the other share class (as described in the Funds prospectus). Any such conversion will occur at the respective net asset values of the two share classes, without the imposition of any sales load, fee or other charge. Class I shares may not be converted into Class 529A shares.
3. Conversions Authorized by MFD for Class A, Class B, and Class C shares held directly on MFSCs books and for which No Financial Intermediary Is Specified
MFD is authorized to convert Class A, Class B, and Class C shares of a Fund that are held directly on MFSCs books and for which no financial intermediary is specified into Class I shares of that Fund. Such conversion shall be effected at the respective net asset values of the two share classes, without the imposition of any sales load, fee or other charge. Class 529A, Class 529B and Class 529C shares may not be converted.
4. General
Any conversion of shares of one class to shares of another class would be subject to the continuing availability of a ruling of the Internal Revenue Service or an opinion of legal counsel to the effect that the conversion of these shares does not constitute a taxable event under federal tax law. Any such conversion may be suspended if such a ruling or opinion is no longer available. In the event such conversion does not occur, these shares would continue to be subject for an indefinite period to the higher distribution fees and, in some cases, higher shareholder servicing fees of the class.
F. EXCHANGE FEATURES
Each class of shares may have different exchange features applicable to the shares of that class. Currently, Class A shares and Class A1 shares of a Fund may be exchanged, either all or in part, at net asset value for Class A shares of another Fund and for shares of the MFS U.S. Government Money Market Fund to the extent provided in the Funds prospectuses and statements of additional information. Class A shares of MFS U.S Government Cash Reserve Fund may be exchanged for Class A shares of another Fund at net asset value plus that Funds normal front-end load (except in certain situations described in MFS U.S. Government Cash Reserve Funds prospectus). Class B shares and Class B1 shares may be exchanged, either all or in part, at net asset value for Class B
shares of another Fund. Class C shares may be exchanged, either all or in part, at net asset value for Class C shares of another Fund. The same exchange privilege rules apply to the Class 529 share classes (e.g., Class 529A shares of one Fund may be exchanged for Class 529A shares of another Fund). Class I shares may be exchanged, either all or in part, at net asset value for Class I shares of another Fund available for purchase by the shareholder and for shares of the MFS U.S. Government Money Market Fund to the extent provided in the Funds prospectuses and statements of additional information. Class R1, Class R2, Class R3, Class R4 and Class R6 shares may be exchanged, either all or in part, at net asset value for Class R1, Class R2, Class R3, Class R4 and Class R6 shares, respectively, of another Fund available for purchase by the shareholder. Class R6 shares may be exchanged, either all or in part, at net asset value for shares of the MFS Institutional International Equity Fund to the extent provided in the Funds prospectus and statement of additional information. Currently, Class T shares may not be exchanged for shares of another Fund. With respect to an exchange involving shares subject to a CDSC, the CDSC will be unaffected by the exchange and the holding period for purposes of calculating the CDSC will carry over to the acquired shares. Other exchange privileges and limitations may apply as described in the Funds prospectuses and statements of additional information. Each exchange is subject to share availability and must involve shares having an aggregate minimum value as set forth in the Funds prospectus. Shares of one class may not generally be exchanged for shares of any other class.
G. PLAN DURATION
This Plan shall continue in effect indefinitely unless terminated or amended as provided herein.
H. TERMINATION AND AMENDMENT PROCEDURE
This Plan may be terminated at any time with respect to a Fund by a vote of a majority of the Disinterested Trustees or by a vote of the holders of a majority of the outstanding voting securities of that Fund. No material amendment may be made to this Plan without the approval of a majority of the Trustees, including a majority of the Disinterested Trustees, after a finding that the Plan is in the best interests of: (i) each class of shares individually that is affected by the amendment; and (ii) each Fund as a whole that is affected by the amendment. This Plan may be amended without Trustee approval to make a change that is not material which includes, by way of example, to supply any omission, to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof.
I. SCOPE OF TRUSTS OBLIGATIONS
A copy of the Declaration of Trust of each Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. It is acknowledged that the obligations of or arising out of this Plan are not binding upon any of the Trusts trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest hereunder. If this Plan is adopted by the Trust on behalf of one or more series of the Trust, it is further acknowledged that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Plan are binding solely upon the assets or property of the series on whose behalf the Trust has adopted this Plan. If the Trust has adopted this Plan on behalf of more than one series of the Trust, it is also acknowledged that the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and no series shall be responsible for the obligations of another series. It is further acknowledged that the obligations and liabilities attributable to a particular class are binding solely upon the assets of that class.
J. MISCELLANEOUS PROVISIONS
As used in this Plan, the terms interested person and majority of the outstanding voting securities are used as defined in the 1940 Act, and in accordance with each Trusts Declaration of Trust. This Plan shall be administered and construed in accordance with the laws of The Commonwealth of Massachusetts and the applicable provisions of the 1940 Act and the Rules and Regulations promulgated thereunder. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.
EXHIBIT A
Dated: August 21, 2020
MFS® Series Trust I:
MFS® Core Equity Fund
MFS® Low Volatility Equity Fund
MFS® Low Volatility Global Equity Fund
MFS® New Discovery Fund
MFS® Research International Fund
MFS® Technology Fund
MFS® U.S. Government Cash Reserve Fund
MFS® Value Fund
MFS® Series Trust II:
MFS® Growth Fund
MFS Series Trust III:
MFS® Global High Yield Fund
MFS® High Income Fund
MFS® Municipal High Income Fund
MFS Series Trust IV:
MFS® Blended Research Emerging Markets Equity Fund
MFS® Blended Research International Equity Fund
MFS® Global New Discovery Fund
MFS® Mid Cap Growth Fund
MFS Series Trust V:
MFS® International New Discovery Fund
MFS® Research Fund
MFS® Total Return Fund
MFS Series Trust VI:
MFS® Global Equity Fund
MFS® Global Total Return Fund
MFS® Utilities Fund
MFS Series Trust VII:
MFS® Equity Income Fund
MFS Series Trust VIII:
MFS® Global Growth Fund
MFS® Strategic Income Fund
MFS Series Trust IX:
MFS® Corporate Bond Fund
MFS® Inflation-Adjusted Bond Fund
MFS® Limited Maturity Fund
MFS® Municipal Limited Maturity Fund
MFS® Total Return Bond Fund
MFS Series Trust X:
MFS® Aggressive Growth Allocation Fund
MFS® Blended Research Growth Equity Fund
MFS® Blended Research Mid Cap Equity Fund
MFS® Blended Research Small Cap Equity Fund
MFS® Blended Research Value Equity Fund
MFS® Conservative Allocation Fund
MFS® Emerging Markets Debt Fund
MFS® Emerging Markets Debt Local Currency Fund
MFS® Emerging Markets Equity Fund
MFS® Global Bond Fund
MFS® Growth Allocation Fund
MFS® International Diversification Fund
MFS® International Growth Fund
MFS® International Intrinsic Value Fund
MFS® International Large Cap Value Fund
MFS® Managed Wealth Fund
MFS® Moderate Allocation Fund
MFS Series Trust XI:
MFS® Mid Cap Value Fund
MFS® Blended Research Core Equity Fund
MFS Series Trust XII:
MFS® Lifetime Income Fund
MFS® Lifetime 2020 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 Series Trust XIII:
MFS® Diversified Income Fund
MFS® Global Real Estate Fund
MFS® Government Securities Fund
MFS® New Discovery Value Fund
MFS Series Trust XV:
MFS® Commodity Strategy Fund
MFS® Global Alternative Strategy Fund
MFS Series Trust XVI:
MFS® Prudent Investor Fund
MFS Municipal Series Trust:
MFS® Alabama Municipal Bond Fund
MFS® Arkansas Municipal Bond Fund
MFS® California Municipal Bond Fund
MFS® Georgia Municipal Bond Fund
MFS® Maryland Municipal Bond Fund
MFS® Massachusetts Municipal Bond Fund
MFS® Mississippi Municipal Bond Fund
MFS® Municipal Income Fund
MFS® New York Municipal Bond Fund
MFS® North Carolina Municipal Bond Fund
MFS® Pennsylvania Municipal Bond Fund
MFS® South Carolina Municipal Bond Fund
MFS® Tennessee Municipal Bond Fund
MFS® Virginia Municipal Bond Fund
MFS® West Virginia Municipal Bond Fund
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
EXHIBIT B
ALLOCATION METHODOLOGY
Allocation Methodology
Accrual and Allocation Methods MFS Funds
Dividend
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Expense
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Income
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Capital
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Capital
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Income
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Periodic |
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Relative Net Assets |
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Relative Net Assets |
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Relative Net Assets |
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Shares Outstanding |
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Shares Outstanding |
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Daily |
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Settled Shares Method |
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Settled Shares Method |
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Relative Net Assets |
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Shares Outstanding |
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Settled Shares |