UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4777

MFS SERIES TRUST I

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

Registrant’s telephone number, including area code: (617) 954-5000

Date of fiscal year end: August 31

Date of reporting period: August 31, 2020

 


ITEM 1.

REPORTS TO STOCKHOLDERS.

 


Annual Report

August 31, 2020

 

LOGO

 

MFS® Core Equity Fund

 

LOGO

 

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 Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site 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.

 

RGI-ANN

 


MFS® Core Equity Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     11  
Statement of assets and liabilities     20  
Statement of operations     22  
Statements of changes in net assets     23  
Financial highlights     24  
Notes to financial statements     33  
Report of independent registered public accounting firm     46  
Trustees and officers     48  
Board review of investment advisory agreement     55  
Statement regarding liquidity risk management program     59  
Proxy voting policies and information     60  
Quarterly portfolio disclosure     60  
Further information     60  
Information about fund contracts and legal claims     60  
Federal tax information     60  
MFS® privacy notice     61  
Contact information     back cover  

 

The report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings in early 2020 as the coronavirus pandemic brought the global economy to a standstill for several months. Optimism over the

development of vaccines and therapeutics, along with a decline in cases in countries affected by the outbreak early on, brightened the economic and market outlook during the second quarter, as did the phased reopening of U.S. states. However, a great deal of uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when the risks are rising for a second wave of infection. Political uncertainty is heightened as well, as the pandemic has caused many jurisdictions in the United States to adopt mail-in voting for the first time, raising questions over whether ballots in the November elections will be counted as quickly as they have been in the past.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support, though in the United States some of those measures were allowed to lapse at the end of July as negotiators found themselves at an impasse over the scope of additional funding. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can also sow the seeds of instability. In the aftermath of the crisis, societal changes may be likely, as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to the responsible allocation of capital allow us to tune out the noise and uncover what we believe are the best, most durable investment opportunities in the market. Through our unique global investment platform, we combine collective expertise, thoughtful risk management, and long-term discipline to create sustainable value for investors.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

October 19, 2020

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

1


PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings

 

Apple, Inc.     7.1%  
Microsoft Corp.     5.6%  
Amazon.com, Inc.     5.4%  
Alphabet, Inc., “A”     3.0%  
Facebook, Inc., “A”     2.2%  
Johnson & Johnson     2.2%  
salesforce.com, inc.     2.1%  
Visa, Inc., “A”     2.0%  
Merck & Co., Inc.     1.8%  
Adobe Systems, Inc.     1.8%  
Global equity sectors (k)

 

Technology     32.7%  
Consumer Cyclicals     14.3%  
Health Care (s)     14.1%  
Financial Services     13.2%  
Capital Goods (s)     11.3%  
Energy     4.9%  
Consumer Staples     4.9%  
Telecommunications/Cable Television (s)     3.5%  
 

 

 

 

(k)

The sectors set forth above and the associated portfolio composition are based on MFS’ own custom sector classification methodology.

(s)

Includes securities sold short.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of August 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

2


MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2020, Class A shares of the MFS Core Equity Fund (fund) provided a total return of 20.59%, at net asset value. This compares with a return of 21.44% for the fund’s benchmark, the Russell 3000® Index.

Market Environment

Markets experienced an extraordinarily sharp selloff and in many cases an unusually rapid recovery late in the period. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the deepest, steepest, and possibly shortest recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and when vaccines or medicines will become available to prevent or treat it.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in a price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the United States also decreasing production, which – along with the gradual reopening of some major economies and the resultant boost in demand – helped stabilize the price of crude oil.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible average-inflation-targeting framework, which is expected to result in policy rates remaining at low levels for longer. In developed countries, monetary easing measures were complemented by large fiscal stimulus initiatives, although late in the period there was uncertainty surrounding the timing and scope of additional US recovery funding. Due to relatively manageable external liabilities and balances of payments in many countries, along with persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

As has often been the case in a crisis, market vulnerabilities have been revealed. For example, companies that have added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks have in many cases halted share repurchases and cut dividends, and some firms have been forced to recapitalize.

Detractors from Performance

Security selection in both the capital goods and health care sectors detracted from performance relative to the Russell 3000® Index. Within the capital goods sector, not

 

3


Management Review – continued

 

owning shares of electric vehicle manufacturer Tesla hurt relative results. The share price of Tesla rose during the period on the back of solid earnings and better-than-anticipated free cash flow. Additionally, the firm disclosed record deliveries amid the launch of its Model Y and China factory, despite weak near-term demand for autos during the initial stages of the pandemic. Within the health care sector, there were no individual stocks that were among the fund’s top relative detractors for the reporting period.

Elsewhere, not owning shares of computer graphics processor maker NVIDIA and digital payment technology developer PayPal held back relative returns. The share price of NVIDIA advanced as the company reported solid earnings, primarily driven by strength in gaming and robust demand for Data Center products. The timing of the fund’s ownership in shares of semiconductor company Intel also dampened relative performance. The share price of Intel suffered in the second half of the reporting period, mainly due to major delays with its 7nm process technology. Additionally, overweight positions in real estate investment trust EPR Properties, integrated energy company Chevron, financial services provider Charles Schwab, banking services provider Truist Financial and financial services company U.S. Bancorp further weighed on relative results.

The fund’s cash and/or cash equivalents position during the period was also a detractor from relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.

Contributors to Performance

Security selection in both the technology and consumer cyclicals sectors contributed to relative performance. Within the technology sector, the fund’s overweight positions in computer and personal electronics maker Apple, customer information software manager salesforce.com and software company Adobe Systems, and holdings of analytics services provider Clarivate (b), boosted relative performance. Despite supply constraints for both the Apple Watch and Apple Airpods Pro, the share price of Apple was supported by stronger-than-anticipated revenues, driven by robust demand in its wearable technology and services segments paired with strong iPhone sales. Within the consumer cyclicals sector, an overweight position in internet retailer Amazon.com supported relative performance. The share price of Amazon.com benefited from strong e-commerce volumes as consumers adjusted to global lockdowns in response to the COVID-19 pandemic. As a result, the company reported revenues ahead of expectations, partially offset by additional COVID-related operating costs.

Elsewhere, not owning shares of integrated oil and gas company Exxon Mobil, global financial services firm JPMorgan Chase and telecommunication services provider AT&T bolstered relative returns. The share price of Exxon Mobil fell during the period after the company missed consensus estimates on the back of disappointing chemical and refining margins and higher costs. Furthermore, oil and gas prices came under significant pressure due to lower demand from disruptions caused by the COVID-19 virus and the price war between Saudi Arabia and Russia. Additionally, an underweight

 

4


Management Review – continued

 

position in aerospace company Boeing (h), and the timing of the fund’s ownership in shares of diversified financial services firm Wells Fargo, aided relative results.

Respectfully,

Portfolio Manager(s)

Joseph MacDougall

 

(b)

Security is not a benchmark constituent.

(h)

Security was not held in the portfolio at period end.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

5


PERFORMANCE SUMMARY THROUGH 8/31/20

The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

6


Performance Summary – continued

 

Total Returns through 8/31/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    1/02/96   20.59%   14.35%   14.98%   N/A    
    B    1/02/97   19.69%   13.49%   14.11%   N/A    
    C    1/02/97   19.66%   13.47%   14.11%   N/A    
    I    1/02/97   20.89%   14.62%   15.26%   N/A    
    R1    4/01/05   19.68%   13.48%   14.11%   N/A    
    R2    10/31/03   20.28%   14.06%   14.69%   N/A    
    R3    4/01/05   20.56%   14.33%   14.97%   N/A    
    R4    4/01/05   20.88%   14.62%   15.26%   N/A    
    R6    1/02/13   20.98%   14.72%   N/A   15.13%    
Comparative benchmark(s)                    
     Russell 3000® Index (f)   21.44%   13.86%   14.94%   N/A     
Average annual with sales charge                    
    A
With Initial Sales Charge (5.75%)
  13.66%   13.00%   14.30%   N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  15.69%   13.24%   14.11%   N/A    
    C
With CDSC (1% for 12 months) (v)
  18.66%   13.47%   14.11%   N/A    

CDSC – Contingent Deferred Sales Charge.

Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.

(f)

Source: FactSet Research Systems Inc.

(t)

For the period from the class inception date through the stated period end (for those share classes with less than 10 years of performance history). No comparative benchmark performance information is provided for “life” periods. (See Notes to Performance Summary.)

(v)

Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

Russell 3000® Index – constructed to provide a comprehensive barometer for the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. 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 Russell’s express written consent. Russell does not promote, sponsor, or endorse the content of this document.

It is not possible to invest directly in an index.

 

7


Performance Summary – continued

 

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date. As the fund’s share classes may have different inception dates, the life returns may represent different time periods and may not be comparable. As a result, no comparative benchmark performance information is provided for life periods.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

8


EXPENSE TABLE

Fund expenses borne by the shareholders during the period,

March 1, 2020 through August 31, 2020

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2020 through August 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

9


Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/20
    Ending
Account Value
8/31/20
    Expenses
Paid During
Period (p)
3/01/20-8/31/20
 
A   Actual     0.98%       $1,000.00       $1,188.06       $5.39  
  Hypothetical (h)     0.98%       $1,000.00       $1,020.21       $4.98  
B   Actual     1.73%       $1,000.00       $1,183.34       $9.49  
  Hypothetical (h)     1.73%       $1,000.00       $1,016.44       $8.77  
C   Actual     1.73%       $1,000.00       $1,183.36       $9.49  
  Hypothetical (h)     1.73%       $1,000.00       $1,016.44       $8.77  
I   Actual     0.73%       $1,000.00       $1,189.12       $4.02  
  Hypothetical (h)     0.73%       $1,000.00       $1,021.47       $3.71  
R1   Actual     1.73%       $1,000.00       $1,183.46       $9.50  
  Hypothetical (h)     1.73%       $1,000.00       $1,016.44       $8.77  
R2   Actual     1.22%       $1,000.00       $1,186.17       $6.70  
  Hypothetical (h)     1.22%       $1,000.00       $1,019.00       $6.19  
R3   Actual     0.98%       $1,000.00       $1,187.66       $5.39  
  Hypothetical (h)     0.98%       $1,000.00       $1,020.21       $4.98  
R4   Actual     0.73%       $1,000.00       $1,189.40       $4.02  
  Hypothetical (h)     0.73%       $1,000.00       $1,021.47       $3.71  
R6   Actual     0.63%       $1,000.00       $1,189.90       $3.47  
  Hypothetical (h)     0.63%       $1,000.00       $1,021.97       $3.20  

 

(h)

5% class return per year before expenses.

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Expense ratios include 0.02% of investment related expenses from short sales (See Note 2 of the Notes to Financial Statements). Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class A and Class R2 shares, this rebate reduced the expense ratios above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

 

10


PORTFOLIO OF INVESTMENTS

8/31/20

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

 

Issuer    Shares/Par     Value ($)  
Common Stocks - 99.4%               
Aerospace - 2.5%               
CACI International, Inc., “A” (a)      26,939     $ 6,308,844  
Curtiss-Wright Corp.      71,250       7,290,300  
Honeywell International, Inc.      247,129       40,912,206  
L3Harris Technologies, Inc.      102,816       18,582,964  
Northrop Grumman Corp.      58,363       19,995,748  
PAE, Inc. (a)      1,671,957       14,771,740  
    

 

 

 
             $ 107,861,802  
Alcoholic Beverages - 0.3%               
Constellation Brands, Inc., “A”      66,371     $ 12,244,122  
Apparel Manufacturers - 0.2%               
NIKE, Inc., “B”      43,004     $ 4,811,717  
Skechers USA, Inc., “A” (a)      118,749       3,544,658  
    

 

 

 
             $ 8,356,375  
Automotive - 0.7%               
Aptiv PLC      195,222     $ 16,812,518  
LKQ Corp. (a)      472,785       15,006,196  
    

 

 

 
             $ 31,818,714  
Biotechnology - 0.5%               
Adaptive Biotechnologies Corp. (a)      144,882     $ 6,028,540  
Illumina, Inc. (a)      45,951       16,414,616  
    

 

 

 
             $ 22,443,156  
Broadcasting - 0.7%               
Netflix, Inc. (a)      57,645     $ 30,526,486  
Brokerage & Asset Managers - 1.3%               
Cboe Global Markets, Inc.      97,272     $ 8,928,597  
Charles Schwab Corp.      1,070,853       38,047,407  
NASDAQ, Inc.      90,267       12,133,690  
    

 

 

 
             $ 59,109,694  
Business Services - 3.5%               
Accenture PLC, “A”      60,808     $ 14,589,663  
Amdocs Ltd.      145,412       8,903,577  
Clarivate PLC (a)      1,164,801       34,291,741  
Fidelity National Information Services, Inc.      161,340       24,338,139  

 

11


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Business Services - continued               
Fiserv, Inc. (a)      166,435     $ 16,573,597  
Global Payments, Inc.      106,006       18,722,780  
Proofpoint, Inc. (a)      67,059       7,354,361  
Verisk Analytics, Inc., “A”      153,919       28,732,060  
    

 

 

 
             $ 153,505,918  
Cable TV - 1.2%               
Cable One, Inc.      2,876     $ 5,292,789  
Liberty Broadband Corp. (a)      324,853       45,508,657  
    

 

 

 
             $ 50,801,446  
Chemicals - 0.5%               
Element Solutions, Inc. (a)      1,058,618     $ 11,380,144  
FMC Corp.      80,312       8,582,140  
    

 

 

 
             $ 19,962,284  
Computer Software - 11.2%               
Adobe Systems, Inc. (a)      153,160     $ 78,630,812  
Atlassian Corp. PLC, “A” (a)      144,202       27,652,176  
Cadence Design Systems, Inc. (a)      197,081       21,858,254  
Everbridge, Inc. (a)      128,090       19,035,455  
Microsoft Corp.      1,095,795       247,134,646  
Ping Identity Holding Corp. (a)      145,913       5,029,621  
salesforce.com, inc. (a)      338,629       92,327,197  
    

 

 

 
             $ 491,668,161  
Computer Software - Systems - 9.1%               
Apple, Inc. (s)      2,394,960     $ 309,045,638  
EPAM Systems, Inc. (a)      54,467       17,816,156  
KBR, Inc.      249,207       6,227,683  
ServiceNow, Inc. (a)      78,122       37,656,366  
Square, Inc., “A” (a)      90,451       14,432,362  
Zebra Technologies Corp., “A” (a)      41,457       11,878,674  
    

 

 

 
             $ 397,056,879  
Construction - 1.7%               
AvalonBay Communities, Inc., REIT      93,202     $ 14,731,508  
AZEK Co. LLC (a)      107,384       4,239,520  
D.R. Horton, Inc.      105,585       7,535,601  
Masco Corp.      202,836       11,825,339  
Otis Worldwide Corp.      174,002       10,944,726  
Sherwin-Williams Co.      21,313       14,302,089  
Vulcan Materials Co.      73,858       8,862,960  
    

 

 

 
             $ 72,441,743  

 

12


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Consumer Products - 1.6%               
Colgate-Palmolive Co.      281,008     $ 22,272,694  
Energizer Holdings, Inc.      53,180       2,461,702  
Kimberly-Clark Corp.      132,536       20,908,879  
Procter & Gamble Co.      169,174       23,401,840  
    

 

 

 
             $ 69,045,115  
Consumer Services - 0.4%               
Bright Horizons Family Solutions, Inc. (a)      55,355     $ 7,362,768  
Grand Canyon Education, Inc. (a)      110,893       10,428,378  
    

 

 

 
             $ 17,791,146  
Containers - 0.1%               
Ball Corp.      76,867     $ 6,177,801  
Electrical Equipment - 1.5%               
AMETEK, Inc.      223,813     $ 22,537,969  
HD Supply Holdings, Inc. (a)      225,447       8,941,228  
Johnson Controls International PLC      229,037       9,328,677  
Sensata Technologies Holding PLC (a)      405,565       16,887,727  
TE Connectivity Ltd.      95,852       9,259,303  
    

 

 

 
             $ 66,954,904  
Electronics - 3.1%               
Applied Materials, Inc.      302,187     $ 18,614,719  
Intel Corp.      855,084       43,566,530  
Monolithic Power Systems, Inc.      30,969       8,272,749  
NXP Semiconductors N.V.      194,101       24,410,142  
Silicon Laboratories, Inc. (a)      29,927       3,064,824  
Texas Instruments, Inc.      280,007       39,802,995  
    

 

 

 
             $ 137,731,959  
Energy - Independent - 0.7%               
ConocoPhillips      305,084     $ 11,559,633  
Diamondback Energy, Inc.      89,737       3,496,153  
Pioneer Natural Resources Co.      65,488       6,806,168  
Valero Energy Corp.      143,307       7,536,515  
    

 

 

 
             $ 29,398,469  
Energy - Integrated - 0.8%               
Chevron Corp.      418,981     $ 35,165,075  
Food & Beverages - 2.5%               
Archer Daniels Midland Co.      244,323     $ 10,935,898  
Coca-Cola Co.      148,363       7,348,419  

 

13


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Food & Beverages - continued               
Coca-Cola European Partners PLC      141,040     $ 5,805,206  
Hostess Brands, Inc. (a)      476,801       6,122,125  
J.M. Smucker Co.      60,989       7,329,658  
Mondelez International, Inc.      523,435       30,579,073  
Nomad Foods Ltd. (a)      180,303       4,446,272  
PepsiCo, Inc.      276,447       38,719,167  
    

 

 

 
             $ 111,285,818  
Food & Drug Stores - 1.5%               
Grocery Outlet Holding Corp. (a)      347,421     $ 14,289,426  
Wal-Mart Stores, Inc.      380,578       52,843,255  
    

 

 

 
             $ 67,132,681  
Gaming & Lodging - 0.6%               
Marriott International, Inc., “A”      138,280     $ 14,230,395  
Wyndham Hotels & Resorts, Inc.      230,836       12,086,573  
    

 

 

 
             $ 26,316,968  
General Merchandise - 0.8%               
Dollar General Corp.      175,230     $ 35,375,432  
Health Maintenance Organizations - 1.5%               
Cigna Corp.      199,700     $ 35,420,789  
Humana, Inc.      73,735       30,612,560  
    

 

 

 
             $ 66,033,349  
Insurance - 3.2%               
AON PLC      230,566     $ 46,110,894  
Arthur J. Gallagher & Co.      203,954       21,476,356  
Assurant, Inc.      102,490       12,458,685  
Chubb Ltd.      174,653       21,831,625  
Everest Re Group Ltd.      27,529       6,058,582  
Hartford Financial Services Group, Inc.      255,691       10,342,701  
MetLife, Inc.      235,607       9,061,445  
Reinsurance Group of America, Inc.      68,151       6,248,084  
Third Point Reinsurance Ltd. (a)      699,353       5,986,462  
    

 

 

 
             $ 139,574,834  
Internet - 5.2%               
Alphabet, Inc., “A” (a)(s)      79,945     $ 130,272,776  
Facebook, Inc., “A” (a)      334,911       98,195,905  
    

 

 

 
             $ 228,468,681  
Leisure & Toys - 0.7%               
Electronic Arts, Inc. (a)      216,435     $ 30,186,189  

 

14


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Machinery & Tools - 1.7%               
Cummins, Inc.      46,082     $ 9,550,495  
Eaton Corp. PLC      141,362       14,433,060  
IDEX Corp.      76,362       13,762,723  
Ingersoll Rand, Inc. (a)      201,178       7,053,301  
Roper Technologies, Inc.      45,283       19,344,445  
Trane Technologies PLC      106,998       12,667,493  
    

 

 

 
             $ 76,811,517  
Major Banks - 3.2%               
Bank of America Corp.      2,104,923     $ 54,180,718  
Goldman Sachs Group, Inc.      197,285       40,417,778  
PNC Financial Services Group, Inc.      249,533       27,748,069  
Wells Fargo & Co.      716,571       17,305,190  
    

 

 

 
             $ 139,651,755  
Medical & Health Technology & Services - 1.7%               
HMS Holdings Corp. (a)      263,728     $ 7,355,374  
Livongo Health, Inc. (a)      32,405       4,449,207  
McKesson Corp.      168,130       25,797,867  
PRA Health Sciences, Inc. (a)      205,492       21,969,150  
Quest Diagnostics, Inc.      153,739       17,101,926  
    

 

 

 
             $ 76,673,524  
Medical Equipment - 4.0%               
Agilent Technologies, Inc.      215,309     $ 21,621,330  
Becton, Dickinson and Co.      76,392       18,545,686  
Boston Scientific Corp. (a)      832,530       34,150,380  
Danaher Corp.      126,034       26,022,240  
DexCom, Inc. (a)      12,580       5,351,658  
Medtronic PLC      442,982       47,607,275  
STERIS PLC      137,156       21,895,584  
    

 

 

 
             $ 175,194,153  
Natural Gas - Pipeline - 0.3%               
Cheniere Energy, Inc. (a)      78,371     $ 4,079,210  
Enterprise Products Partners LP      407,498       7,155,665  
    

 

 

 
             $ 11,234,875  
Network & Telecom - 0.6%               
Equinix, Inc., REIT      30,852     $ 24,366,293  
Oil Services - 0.2%               
Cactus, Inc., “A”      109,697     $ 2,423,207  
ChampionX Corp. (a)      399,705       4,092,979  

 

15


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Oil Services - continued               
National Oilwell Varco, Inc.      308,458     $ 3,701,496  
    

 

 

 
             $ 10,217,682  
Other Banks & Diversified Financials - 3.5%               
Bank OZK      370,814     $ 8,543,555  
Northern Trust Corp.      152,765       12,509,926  
Prosperity Bancshares, Inc.      59,142       3,224,422  
SVB Financial Group (a)      21,324       5,445,723  
Truist Financial Corp.      700,020       27,167,776  
U.S. Bancorp      289,058       10,521,711  
Visa, Inc., “A”      408,382       86,572,900  
    

 

 

 
             $ 153,986,013  
Pharmaceuticals - 6.7%               
Eli Lilly & Co.      378,059     $ 56,100,175  
Johnson & Johnson      630,124       96,667,323  
Merck & Co., Inc.      933,590       79,607,219  
Zoetis, Inc.      389,335       62,332,534  
    

 

 

 
             $ 294,707,251  
Pollution Control - 0.3%               
Waste Connections, Inc.      118,898     $ 11,893,367  
Printing & Publishing - 0.4%               
S&P Global, Inc.      42,736     $ 15,659,325  
Railroad & Shipping - 1.2%               
Canadian National Railway Co.      133,004     $ 13,909,558  
Canadian Pacific Railway Ltd.      83,654       24,734,815  
Kansas City Southern Co.      66,564       12,117,311  
    

 

 

 
             $ 50,761,684  
Real Estate - 1.9%               
EPR Properties, REIT      866,945     $ 28,010,993  
Industrial Logistics Properties Trust, REIT      617,740       13,324,652  
Lexington Realty Trust, REIT      572,546       6,509,848  
STORE Capital Corp., REIT      457,486       12,370,421  
Sun Communities, Inc., REIT      38,013       5,666,978  
W.P. Carey, Inc., REIT      265,091       18,389,363  
    

 

 

 
             $ 84,272,255  
Restaurants - 1.2%               
Dunkin Brands Group, Inc.      147,425     $ 11,216,094  
Starbucks Corp.      394,153       33,294,104  

 

16


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Restaurants - continued               
Texas Roadhouse, Inc.      143,629     $ 9,047,191  
    

 

 

 
             $ 53,557,389  
Specialty Chemicals - 1.0%               
Air Products & Chemicals, Inc.      50,086     $ 14,638,134  
Corteva, Inc.      381,190       10,882,974  
DuPont de Nemours, Inc.      236,962       13,213,001  
Univar Solutions, Inc. (a)      297,103       5,404,304  
    

 

 

 
             $ 44,138,413  
Specialty Stores - 7.8%               
Amazon.com, Inc. (a)(s)      68,537     $ 236,518,446  
AutoZone, Inc. (a)      9,995       11,957,119  
Burlington Stores, Inc. (a)      47,937       9,440,233  
Home Depot, Inc.      128,452       36,613,958  
Ross Stores, Inc.      197,613       17,998,592  
Target Corp.      191,848       29,009,336  
    

 

 

 
             $ 341,537,684  
Telecommunications - Wireless - 1.9%               
American Tower Corp., REIT      145,565     $ 36,267,520  
T-Mobile USA, Inc. (a)      390,403       45,552,222  
    

 

 

 
             $ 81,819,742  
Telephone Services - 0.6%               
Verizon Communications, Inc.      466,136     $ 27,627,881  
Tobacco - 0.5%               
Philip Morris International, Inc.      254,233     $ 20,285,251  
Trucking - 0.2%               
Forward Air Corp.      125,335     $ 7,393,512  
Utilities - Electric Power - 2.9%               
American Electric Power Co., Inc.      244,263     $ 19,255,252  
CenterPoint Energy, Inc.      409,741       8,223,502  
CenterPoint Energy, Inc. (a)(z)      208,699       4,188,589  
DTE Energy Co.      55,983       6,643,503  
Duke Energy Corp.      92,492       7,430,807  
Evergy, Inc.      155,740       8,288,483  
Exelon Corp.      325,657       12,020,000  
NextEra Energy, Inc.      110,225       30,771,513  
PG&E Corp. (a)      408,405       3,781,830  
Pinnacle West Capital Corp.      78,119       5,730,029  

 

17


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Utilities - Electric Power - continued               
Southern Co.      168,578     $ 8,796,400  
Xcel Energy, Inc.      173,117       12,027,303  
    

 

 

 
             $ 127,157,211  
Total Common Stocks (Identified Cost, $3,123,689,710)

 

  $ 4,353,381,978  
Investment Companies (h) - 1.0%               
Money Market Funds - 1.0%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $44,902,534)
     44,904,140     $ 44,904,141  
Securities Sold Short - (0.5)%               
Medical & Health Technology & Services - (0.3)%               
Healthcare Services Group, Inc.      (722,567   $ (15,029,394
Telecommunications - Wireless - (0.2)%               
Crown Castle International Corp., REIT      (44,300   $ (7,231,975
Trucking - (0.0)%               
XPO Logistics, Inc.      (25,219   $ (2,226,081
Total Securities Sold Short
(Proceeds Received, $25,074,479)

 

  $ (24,487,450
Other Assets, Less Liabilities - 0.1%           5,947,742  
Net Assets - 100.0%            $ 4,379,746,411  

 

(a)

Non-income producing security.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $44,904,141 and $4,353,381,978, respectively.

(s)

Security or a portion of the security was pledged to cover collateral requirements for securities sold short.

(v)

Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

 

18


Portfolio of Investments – continued

 

(z)

Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:

 

Restricted Securities    Acquisition
Date
     Cost      Value  
CenterPoint Energy, Inc.      5/07/20        $3,355,880        $4,188,589  
% of Net assets            0.1%  

The following abbreviations are used in this report and are defined:

 

REIT   Real Estate Investment Trust

At August 31, 2020, the fund had cash collateral of $526,718 and other liquid securities with an aggregate value of $41,451,195 to cover any collateral or margin obligations for securities sold short. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.

See Notes to Financial Statements

 

19


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/20

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

Assets         

Investments in unaffiliated issuers, at value (identified cost, $3,123,689,710)

     $4,353,381,978  

Investments in affiliated issuers, at value (identified cost, $44,902,534)

     44,904,141  

Cash

     8,892,000  
Deposits with brokers for   

Securities sold short

     526,718  
Receivables for   

Investments sold

     14,230,142  

Fund shares sold

     10,055,086  

Dividends

     6,115,514  

Other assets

     2,578  

Total assets

     $4,438,108,157  
Liabilities         

Payables for

  

Dividends on securities sold short

     $123,313  

Securities sold short, at value (proceeds received, $25,074,479)

     24,487,450  

Investments purchased

     27,279,419  

Fund shares reacquired

     4,935,714  

Payable to affiliates

  

Investment adviser

     252,563  

Administrative services fee

     6,144  

Shareholder servicing costs

     891,454  

Distribution and service fees

     68,606  

Payable for independent Trustees’ compensation

     6,532  

Accrued expenses and other liabilities

     310,551  

Total liabilities

     $58,361,746  

Net assets

     $4,379,746,411  
Net assets consist of         

Paid-in capital

     $3,088,850,563  

Total distributable earnings (loss)

     1,290,895,848  

Net assets

     $4,379,746,411  

Shares of beneficial interest outstanding

     111,291,185  

 

20


Statement of Assets and Liabilities – continued

 

     Net assets      Shares
outstanding
     Net asset value
per share (a)
 

Class A

     $1,960,596,701        51,048,041        $38.41  

Class B

     25,018,292        752,733        33.24  

Class C

     128,709,298        3,933,402        32.72  

Class I

     841,295,772        20,584,258        40.87  

Class R1

     3,816,031        116,452        32.77  

Class R2

     17,334,787        463,460        37.40  

Class R3

     63,347,239        1,654,281        38.29  

Class R4

     35,769,839        921,647        38.81  

Class R6

     1,303,858,452        31,816,911        40.98  

 

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $40.75 [100 / 94.25 x $38.41]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

21


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/20

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Net investment income (loss)         

Income

  

Dividends

     $51,350,032  

Dividends from affiliated issuers

     560,562  

Other

     416,810  

Income on securities loaned

     150,678  

Foreign taxes withheld

     (120,174

Total investment income

     $52,357,908  

Expenses

  

Management fee

     $18,970,212  

Distribution and service fees

     5,644,065  

Shareholder servicing costs

     2,856,931  

Administrative services fee

     466,605  

Independent Trustees’ compensation

     39,939  

Custodian fee

     126,911  

Shareholder communications

     202,608  

Audit and tax fees

     59,948  

Legal fees

     38,113  

Dividend and interest expense on securities sold short

     868,206  

Interest expense and fees

     16,602  

Miscellaneous

     448,236  

Total expenses

     $29,738,376  

Reduction of expenses by investment adviser and distributor

     (452,545

Net expenses

     $29,285,831  

Net investment income (loss)

     $23,072,077  
Realized and unrealized gain (loss)         
Realized gain (loss) (identified cost basis)   

Unaffiliated issuers

     $55,202,332  

Affiliated issuers

     (3,120

Foreign currency

     (3,668

Net realized gain (loss)

     $55,195,544  
Change in unrealized appreciation or depreciation   

Unaffiliated issuers

     $631,736,325  

Affiliated issuers

     (4,601

Securities sold short

     346,189  

Net unrealized gain (loss)

     $632,077,913  

Net realized and unrealized gain (loss)

     $687,273,457  

Change in net assets from operations

     $710,345,534  

See Notes to Financial Statements

 

22


Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     8/31/20      8/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $23,072,077        $17,641,294  

Net realized gain (loss)

     55,195,544        45,641,322  

Net unrealized gain (loss)

     632,077,913        74,564,469  

Change in net assets from operations

     $710,345,534        $137,847,085  

Total distributions to shareholders

     $(63,849,497      $(199,800,134

Change in net assets from fund share transactions

     $925,656,630        $695,524,955  

Total change in net assets

     $1,572,152,667        $633,571,906  
Net assets                  

At beginning of period

     2,807,593,744        2,174,021,838  

At end of period

     $4,379,746,411        $2,807,593,744  

See Notes to Financial Statements

 

23


Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Class A   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $32.45       $34.18       $30.46       $26.72       $27.19  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.19       $0.20       $0.20       $0.18 (c)      $0.18  

Net realized and unrealized gain (loss)

    6.41       1.05       5.63       4.53       2.08  

Total from investment operations

    $6.60       $1.25       $5.83       $4.71       $2.26  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.15     $(0.16     $(0.17     $(0.16     $(0.14

From net realized gain

    (0.49     (2.82     (1.94     (0.81     (2.59

Total distributions declared to shareholders

    $(0.64     $(2.98     $(2.11     $(0.97     $(2.73

Net asset value, end of period (x)

    $38.41       $32.45       $34.18       $30.46       $26.72  

Total return (%) (r)(s)(t)(x)

    20.59       4.94       19.89       18.11 (c)      9.09  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.97       1.00       1.00       1.03 (c)      1.07  

Expenses after expense reductions (f)

    0.96       0.98       0.99       1.01 (c)      1.05  

Net investment income (loss)

    0.56       0.65       0.62       0.63 (c)      0.70  

Portfolio turnover

    46       39       42       46       68  

Net assets at end of period (000 omitted)

    $1,960,597       $1,373,524       $1,184,976       $992,736       $959,812  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    0.93       0.96       0.97       1.00 (c)      1.04  

See Notes to Financial Statements

 

24


Financial Highlights – continued

 

Class B   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $28.23       $30.19       $27.17       $23.96       $24.70  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.05     $(0.03     $(0.04     $(0.03 )(c)      $(0.02

Net realized and unrealized gain (loss)

    5.55       0.89       5.00       4.05       1.87  

Total from investment operations

    $5.50       $0.86       $4.96       $4.02       $1.85  
Less distributions declared to shareholders

 

                               

From net investment income

    $—       $—       $—       $—       $—  

From net realized gain

    (0.49     (2.82     (1.94     (0.81     (2.59

Total distributions declared to shareholders

    $(0.49     $(2.82     $(1.94     $(0.81     $(2.59

Net asset value, end of period (x)

    $33.24       $28.23       $30.19       $27.17       $23.96  

Total return (%) (r)(s)(t)(x)

    19.69       4.16       19.01       17.21 (c)      8.24  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.72       1.75       1.75       1.78 (c)      1.82  

Expenses after expense reductions (f)

    1.71       1.73       1.74       1.77 (c)      1.81  

Net investment income (loss)

    (0.18     (0.11     (0.14     (0.12 )(c)      (0.07

Portfolio turnover

    46       39       42       46       68  

Net assets at end of period (000 omitted)

    $25,018       $22,759       $26,993       $27,139       $30,324  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    1.68       1.71       1.72       1.75 (c)      1.79  

See Notes to Financial Statements

 

25


Financial Highlights – continued

 

Class C   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $27.86       $29.84       $26.88       $23.71       $24.47  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.05     $(0.03     $(0.05     $(0.03 )(c)      $(0.01

Net realized and unrealized gain (loss)

    5.46       0.87       4.95       4.01       1.84  

Total from investment operations

    $5.41       $0.84       $4.90       $3.98       $1.83  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.06     $—       $—       $—       $—  

From net realized gain

    (0.49     (2.82     (1.94     (0.81     (2.59

Total distributions declared to shareholders

    $(0.55     $(2.82     $(1.94     $(0.81     $(2.59

Net asset value, end of period (x)

    $32.72       $27.86       $29.84       $26.88       $23.71  

Total return (%) (r)(s)(t)(x)

    19.66       4.14       18.98       17.22 (c)      8.24  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.72       1.75       1.75       1.78 (c)      1.82  

Expenses after expense reductions (f)

    1.71       1.74       1.74       1.77 (c)      1.81  

Net investment income (loss)

    (0.18     (0.10     (0.17     (0.12 )(c)      (0.05

Portfolio turnover

    46       39       42       46       68  

Net assets at end of period (000 omitted)

    $128,709       $72,093       $56,413       $89,946       $89,160  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    1.69       1.71       1.72       1.75 (c)      1.79  

See Notes to Financial Statements

 

26


Financial Highlights – continued

 

Class I   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $34.47       $36.12       $32.07       $28.10       $28.44  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.29       $0.30       $0.30       $0.26 (c)      $0.29  

Net realized and unrealized gain (loss)

    6.82       1.11       5.93       4.76       2.15  

Total from investment operations

    $7.11       $1.41       $6.23       $5.02       $2.44  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.22     $(0.24     $(0.24     $(0.24     $(0.19

From net realized gain

    (0.49     (2.82     (1.94     (0.81     (2.59

Total distributions declared to shareholders

    $(0.71     $(3.06     $(2.18     $(1.05     $(2.78

Net asset value, end of period (x)

    $40.87       $34.47       $36.12       $32.07       $28.10  

Total return (%) (r)(s)(t)(x)

    20.89       5.17       20.21       18.38 (c)      9.36  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.72       0.75       0.75       0.78 (c)      0.81  

Expenses after expense reductions (f)

    0.71       0.74       0.74       0.77 (c)      0.80  

Net investment income (loss)

    0.81       0.90       0.88       0.88 (c)      1.07  

Portfolio turnover

    46       39       42       46       68  

Net assets at end of period (000 omitted)

    $841,296       $467,860       $246,779       $122,055       $61,739  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    0.69       0.72       0.73       0.75 (c)      0.79  

See Notes to Financial Statements

 

27


Financial Highlights – continued

 

Class R1   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $27.84       $29.82       $26.86       $23.70       $24.45  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.06     $(0.03     $(0.04     $(0.03 )(c)      $(0.02

Net realized and unrealized gain (loss)

    5.48       0.87       4.94       4.00       1.86  

Total from investment operations

    $5.42       $0.84       $4.90       $3.97       $1.84  
Less distributions declared to shareholders

 

                               

From net investment income

    $—       $—       $—       $—       $—  

From net realized gain

    (0.49     (2.82     (1.94     (0.81     (2.59

Total distributions declared to shareholders

    $(0.49     $(2.82     $(1.94     $(0.81     $(2.59

Net asset value, end of period (x)

    $32.77       $27.84       $29.82       $26.86       $23.70  

Total return (%) (r)(s)(t)(x)

    19.68       4.14       19.00       17.19 (c)      8.29  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.72       1.75       1.75       1.78 (c)      1.82  

Expenses after expense reductions (f)

    1.71       1.74       1.74       1.77 (c)      1.81  

Net investment income (loss)

    (0.20     (0.11     (0.14     (0.13 )(c)      (0.09

Portfolio turnover

    46       39       42       46       68  

Net assets at end of period (000 omitted)

    $3,816       $3,186       $3,448       $3,103       $2,935  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    1.69       1.71       1.73       1.75 (c)      1.80  

See Notes to Financial Statements

 

28


Financial Highlights – continued

 

Class R2   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $31.61       $33.33       $29.75       $26.12       $26.62  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.10       $0.12       $0.11       $0.10 (c)      $0.11  

Net realized and unrealized gain (loss)

    6.24       1.02       5.50       4.43       2.04  

Total from investment operations

    $6.34       $1.14       $5.61       $4.53       $2.15  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.06     $(0.04     $(0.09     $(0.09     $(0.06

From net realized gain

    (0.49     (2.82     (1.94     (0.81     (2.59

Total distributions declared to shareholders

    $(0.55     $(2.86     $(2.03     $(0.90     $(2.65

Net asset value, end of period (x)

    $37.40       $31.61       $33.33       $29.75       $26.12  

Total return (%) (r)(s)(t)(x)

    20.28       4.66       19.61       17.80(c     8.82  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.22       1.25       1.25       1.28 (c)      1.32  

Expenses after expense reductions (f)

    1.20       1.23       1.24       1.27 (c)      1.31  

Net investment income (loss)

    0.31       0.39       0.35       0.38 (c)      0.46  

Portfolio turnover

    46       39       42       46       68  

Net assets at end of period (000 omitted)

    $17,335       $13,416       $15,202       $16,508       $15,932  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    1.17       1.20       1.22       1.25 (c)      1.29  

See Notes to Financial Statements

 

29


Financial Highlights – continued

 

Class R3   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $32.36       $34.11       $30.33       $26.61       $27.10  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.19       $0.20       $0.20       $0.17 (c)      $0.18  

Net realized and unrealized gain (loss)

    6.38       1.04       5.61       4.52       2.06  

Total from investment operations

    $6.57       $1.24       $5.81       $4.69       $2.24  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.15     $(0.17     $(0.09     $(0.16     $(0.14

From net realized gain

    (0.49     (2.82     (1.94     (0.81     (2.59

Total distributions declared to shareholders

    $(0.64     $(2.99     $(2.03     $(0.97     $(2.73

Net asset value, end of period (x)

    $38.29       $32.36       $34.11       $30.33       $26.61  

Total return (%) (r)(s)(t)(x)

    20.56       4.91       19.91       18.10 (c)      9.06  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.97       1.00       1.00       1.02 (c)      1.07  

Expenses after expense reductions (f)

    0.96       0.99       0.99       1.02 (c)      1.06  

Net investment income (loss)

    0.56       0.64       0.61       0.62 (c)      0.71  

Portfolio turnover

    46       39       42       46       68  

Net assets at end of period (000 omitted)

    $63,347       $42,199       $34,916       $28,075       $77,217  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    0.94       0.96       0.98       1.00 (c)      1.04  

See Notes to Financial Statements

 

30


Financial Highlights – continued

 

Class R4   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $32.76       $34.48       $30.71       $26.93       $27.39  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.27       $0.28       $0.28       $0.25 (c)      $0.23  

Net realized and unrealized gain (loss)

    6.48       1.05       5.67       4.57       2.11  

Total from investment operations

    $6.75       $1.33       $5.95       $4.82       $2.34  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.21     $(0.23     $(0.24     $(0.23     $(0.21

From net realized gain

    (0.49     (2.82     (1.94     (0.81     (2.59

Total distributions declared to shareholders

    $(0.70     $(3.05     $(2.18     $(1.04     $(2.80

Net asset value, end of period (x)

    $38.81       $32.76       $34.48       $30.71       $26.93  

Total return (%) (r)(s)(t)(x)

    20.88       5.18       20.18       18.40 (c)      9.36  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.72       0.75       0.75       0.78 (c)      0.82  

Expenses after expense reductions (f)

    0.71       0.74       0.74       0.77 (c)      0.81  

Net investment income (loss)

    0.80       0.89       0.86       0.87 (c)      0.90  

Portfolio turnover

    46       39       42       46       68  

Net assets at end of period (000 omitted)

    $35,770       $29,218       $27,707       $22,494       $15,799  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    0.69       0.71       0.73       0.76 (c)      0.79  

See Notes to Financial Statements

 

31


Financial Highlights – continued

 

Class R6   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $34.55       $36.18       $32.12       $28.13       $28.49  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.32       $0.32       $0.32       $0.29 (c)      $0.58  

Net realized and unrealized gain (loss)

    6.83       1.13       5.95       4.77       1.89  

Total from investment operations

    $7.15       $1.45       $6.27       $5.06       $2.47  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.23     $(0.26     $(0.27     $(0.27     $(0.24

From net realized gain

    (0.49     (2.82     (1.94     (0.81     (2.59

Total distributions declared to shareholders

    $(0.72     $(3.08     $(2.21     $(1.07     $(2.83

Net asset value, end of period (x)

    $40.98       $34.55       $36.18       $32.12       $28.13  

Total return (%) (r)(s)(t)(x)

    20.98       5.28       20.29       18.49 (c)      9.46  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.64       0.67       0.67       0.69 (c)      0.70  

Expenses after expense reductions (f)

    0.63       0.66       0.66       0.68 (c)      0.69  

Net investment income (loss)

    0.89       0.98       0.95       0.97 (c)      2.10  

Portfolio turnover

    46       39       42       46       68  

Net assets at end of period (000 omitted)

    $1,303,858       $783,340       $577,588       $393,153       $300,078  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    0.60       0.63       0.65       0.66 (c)      0.68  

 

(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. Excluding the effect of the proceeds received from a non-recurring litigation settlement against Household International, Inc., the total return for the year ended August 31, 2017 would have been lower by approximately 0.85%.

(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.

See Notes to Financial Statements

 

32


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Core Equity Fund (the fund) is a diversified series of MFS Series Trust I (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities and equity securities sold short, are generally valued at the last sale or official closing price

 

33


Notes to Financial Statements – continued

 

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 for 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. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. 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. In determining values, 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.

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 the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser 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 floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser 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 foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt 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. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser 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.

 

34


Notes to Financial Statements – continued

 

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments   Level 1     Level 2     Level 3     Total  
Equity Securities:        

United States

    $4,229,702,288       $4,188,589       $—       $4,233,890,877  

Canada

    50,537,740                   50,537,740  

United Kingdom

    44,543,219                   44,543,219  

Netherlands

    24,410,142                   24,410,142  
Mutual Funds     44,904,141                   44,904,141  
Total     $4,394,097,530       $4,188,589       $—       $4,398,286,119  
Securities Sold Short     $(24,487,450     $—       $—       $(24,487,450

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Short Sales – The fund entered into short sales whereby it sells a security it does not own in anticipation of a decline in the value of that security. The fund will realize a gain if the security price decreases and a loss if the security price increases between the date of the short sale and the date on which the fund replaces the borrowed security. Losses from short sales can exceed the proceeds of the security sold; and they can also exceed the potential loss from an ordinary buy and sell transaction. The amount of any premium, dividends, or interest the fund may be required to pay in connection with a short sale will be recognized as a fund expense. During the year ended August 31, 2020, this expense amounted to $868,206. The fund segregates cash or

 

35


Notes to Financial Statements – continued

 

marketable securities in an amount that, when combined with the amount of proceeds from the short sale deposited with the broker, at least equals the current market value of the security sold short.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2020, there were no securities on loan or collateral outstanding.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized

 

36


Notes to Financial Statements – continued

 

gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to wash sale loss deferrals, treating a portion of the proceeds from redemptions as a distribution for tax purposes, and partnership adjustments.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
Ordinary income (including any
short-term capital gains)
     $21,649,474        $27,039,464  
Long-term capital gains      42,200,023        172,760,670  
Total distributions      $63,849,497        $199,800,134  

 

37


Notes to Financial Statements – continued

 

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 8/31/20       
Cost of investments      $3,159,771,978  
Gross appreciation      1,301,408,816  
Gross depreciation      (87,382,125
Net unrealized appreciation (depreciation)      $1,214,026,691  
Undistributed ordinary income      21,993,163  
Undistributed long-term capital gain      52,103,555  
Other temporary differences      2,772,439  

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. Class C shares will convert to Class A shares approximately ten years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year
ended
8/31/20
     Year
ended
8/31/19
 
Class A      $29,982,091        $105,866,198  
Class B      475,008        2,489,868  
Class C      2,151,200        5,804,466  
Class I      11,488,721        25,883,573  
Class R1      53,754        326,330  
Class R2      241,357        1,217,794  
Class R3      966,738        3,436,027  
Class R4      613,572        2,469,308  
Class R6      17,877,056        52,306,570  
Total      $63,849,497        $199,800,134  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $500 million      0.65
In excess of $500 million and up to $2.5 billion      0.55
In excess of $2.5 billion and up to $5 billion      0.50
In excess of $5 billion and up to $10 billion      0.47
In excess of $10 billion      0.45

 

38


Notes to Financial Statements – continued

 

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 year ended August 31, 2020, this management fee reduction amounted to $367,995, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.54% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $527,880 for the year ended August 31, 2020, as its portion of the initial sales charge on sales of Class A shares of the fund.

The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule 12b-1 of the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.24%        $4,052,668  
Class B      0.75%        0.25%        1.00%        1.00%        253,952  
Class C      0.75%        0.25%        1.00%        1.00%        1,099,841  
Class R1      0.75%        0.25%        1.00%        1.00%        31,933  
Class R2      0.25%        0.25%        0.50%        0.49%        72,583  
Class R3             0.25%        0.25%        0.25%        133,088  
Total Distribution and Service Fees

 

           $5,644,065  

 

(d)

In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2020 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2020, this rebate amounted to $81,316, $904, $505, and $1,825 for Class A, Class B, Class C, and Class R2, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C shares are subject to a CDSC in the event of a shareholder

 

39


Notes to Financial Statements – continued

 

redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2020, were as follows:

 

     Amount  
Class A      $25,747  
Class B      17,349  
Class C      12,784  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2020, the fee was $449,668, which equated to 0.0130% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $2,407,263.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.0135% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a net decrease in pension expense of $1,623 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2020. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $6,521 at August 31, 2020, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

 

40


Notes to Financial Statements – continued

 

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended August 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $4,048,841 and $3,517,214, respectively. The sales transactions resulted in net realized gains (losses) of $(165,822).

The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended August 31, 2020, this reimbursement amounted to $268,157, which is included in “Other” income in the Statement of Operations.

(4) Portfolio Securities

For the year ended August 31, 2020, purchases and sales of investments, other than short sales and short-term obligations, aggregated $2,228,963,590 and $1,555,819,872, respectively.

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     13,359,125        $444,546,994        9,634,178        $300,587,873  

Class B

     16,015        461,171        108,329        2,957,560  

Class C

     1,193,239        33,789,506        1,116,113        29,419,493  

Class I

     13,643,490        483,212,574        10,576,543        346,152,292  

Class R1

     30,228        886,683        19,278        514,159  

Class R2

     168,747        5,517,683        140,877        4,281,134  

Class R3

     676,288        22,617,465        558,827        17,349,962  

Class R4

     235,013        7,871,251        235,627        7,596,808  

Class R6

     13,853,751        492,297,297        8,080,095        268,741,520  
     43,175,896        $1,491,200,624        30,469,867        $977,600,801  

 

41


Notes to Financial Statements – continued

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Shares issued in connection with
acquisition of MFS Equity
Opportunities Fund

 

        

Class A

     3,575,449        $118,383,117        

Class B

     246,884        7,102,850        

Class C

     1,200,588        34,084,698        

Class I

     1,634,666        57,523,902        

Class R1

     3,682        104,467        

Class R2

     15,173        489,189        

Class R3

     23,823        786,385        

Class R4

     22,752        760,839        

Class R6

     229,660        8,100,125                    
     6,952,677        $227,335,572        
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     856,833        $28,952,375        3,617,902        $102,241,924  

Class B

     15,738        462,711        98,656        2,438,781  

Class C

     69,056        1,999,170        228,301        5,570,537  

Class I

     301,669        10,829,902        818,315        24,524,913  

Class R1

     1,854        53,754        13,385        326,330  

Class R2

     7,179        236,698        42,497        1,172,074  

Class R3

     28,695        966,738        121,888        3,436,027  

Class R4

     17,867        609,088        86,084        2,452,539  

Class R6

     467,693        16,822,916        1,640,473        49,246,989  
     1,766,584        $60,933,352        6,667,501        $191,410,114  
Shares reacquired

 

        

Class A

     (9,074,188      $(303,186,936      (5,585,845      $(172,873,286

Class B

     (332,169      (9,544,617      (294,676      (7,961,871

Class C

     (1,117,261      (31,515,132      (647,045      (17,059,886

Class I

     (8,568,077      (289,832,177      (4,654,776      (148,719,791

Class R1

     (33,748      (977,923      (33,857      (870,193

Class R2

     (152,091      (4,969,187      (215,066      (6,465,638

Class R3

     (378,685      (12,555,878      (400,269      (12,423,690

Class R4

     (245,862      (8,245,405      (233,321      (7,058,208

Class R6

     (5,407,667      (192,985,663      (3,009,716      (100,053,397
     (25,309,748      $(853,812,918      (15,074,571      $(473,485,960

 

42


Notes to Financial Statements – continued

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Net change

 

        

Class A

     8,717,219        $288,695,550        7,666,235        $229,956,511  

Class B

     (53,532      (1,517,885      (87,691      (2,565,530

Class C

     1,345,622        38,358,242        697,369        17,930,144  

Class I

     7,011,748        261,734,201        6,740,082        221,957,414  

Class R1

     2,016        66,981        (1,194      (29,704

Class R2

     39,008        1,274,383        (31,692      (1,012,430

Class R3

     350,121        11,814,710        280,446        8,362,299  

Class R4

     29,770        995,773        88,390        2,991,139  

Class R6

     9,143,437        324,234,675        6,710,852        217,935,112  
     26,585,409        $925,656,630        22,062,797        $695,524,955  

Class T shares were not publicly available for sale during the period. Please see the fund’s prospectus for details.

Effective June 1, 2019, purchases of the fund’s Class B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended August 31, 2020, the fund’s commitment fee and interest expense were $16,447 and $0, respectively, and are included in “Interest expense and fees” in the Statement of Operations.

 

43


Notes to Financial Statements – continued

 

(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $36,346,848       $830,019,970       $821,454,956       $(3,120     $(4,601     $44,904,141  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

          $560,562       $—  

(8) Acquisitions

At close of business on October 25, 2019, the MFS Core Equity Fund with net assets of approximately $2,981,074,655, acquired all of the assets and liabilities of MFS Equity Opportunities Fund. The purpose of the transaction was to provide shareholders of MFS Equity Opportunities Fund the opportunity to participate in a larger combined portfolio with a similar investment objective and similar investment policies and strategies. The acquisition was accomplished by a tax-free exchange of approximately 6,952,677 shares of the fund (valued at approximately $227,335,572) for all of the assets and liabilities of MFS Equity Opportunities Fund. MFS Equity Opportunities Fund then distributed the shares of the fund that MFS Equity Opportunities Fund received from the fund to its shareholders. MFS Equity Opportunities Fund’s investments on that date were valued at approximately $227,592,285 with a cost basis of approximately $222,463,162. For financial reporting purposes, assets received and shares issued by the fund were recorded at fair value; however, the cost basis of the investments received from MFS Equity Opportunities Fund were carried forward to align ongoing reporting of the fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of MFS Equity Opportunities Fund that have been included in the fund’s Statement of Operations since October 25, 2019. No pro forma information is provided as it is not material to the combined fund results.

(9) Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and 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. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

44


Notes to Financial Statements – continued

 

(10) Subsequent Event

On October 2, 2020, the fund announced that effective December 21, 2020, the time period will be shortened for the automatic conversion of Class C shares to Class A of the same fund, from approximately ten years to approximately eight years after purchase. On or about December 21, 2020 any Class C shares that have an original purchase date of December 31, 2012 or earlier will automatically convert to Class A shares of the same fund. Please see the fund’s prospectus for details.

 

45


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS Core Equity Fund and the Board of Trustees of MFS Series Trust I

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Core Equity Fund (the “Fund”) (one of the funds constituting MFS Series Trust I (the “Trust”)), including the portfolio of investments, as of August 31, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting MFS Series Trust I) at August 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included

 

46


Report of Independent Registered Public Accounting Firm – continued

 

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more MFS investment companies since 1993.

Boston, Massachusetts October 19, 2020

 

47


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 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.

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of

MFS Funds

overseen

by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k) (age 56)   Trustee   February 2004   133   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)   N/A

Robin A. Stelmach (k)

(age 59)

  Trustee   January 2014   133  

Massachusetts Financial

Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)

  N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 65)

  Trustee and Chair of Trustees   January 2009   133   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   133   Private investor; Financial Accounting Standards Advisory Council, Chairman (2014-2015)   N/A

 

48


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

John A. Caroselli

(age 66)

  Trustee   March 2017   133   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   133   Private investor   N/A

Peter D. Jones

(age 65)

  Trustee   January 2019   133   Private investor; Franklin Templeton Institutional, LLC (investment management), Chairman (since June 30, 2020); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

49


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

James W. Kilman, Jr.

(age 59)

  Trustee   January 2019   133   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.

(age 64)

  Trustee   March 2017   133   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   133   Private investor   N/A

Laurie J. Thomsen

(age 63)

  Trustee   March 2005   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

50


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

OFFICERS        

Christopher R. Bohane (k)

(age 46)

  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   133   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   133   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   133   Massachusetts Financial Services Company, Senior Vice President

 

51


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   133   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 (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel

Susan A. Pereira (k)

(age 49)

  Assistant
Secretary and Assistant Clerk
  July 2005   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 49)

  Assistant Treasurer   September 2012   133   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 45)

  Assistant Secretary and Assistant Clerk   October 2014   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

 

52


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015)

James O. Yost (k)

(age 60)

  Treasurer   September 1990   133   Massachusetts Financial Services Company, Senior Vice President

 

(h)

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.

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

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 Funds 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 Board’s 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).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

 

53


Trustees and Officers – continued

 

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser   Custodian

Massachusetts Financial Services Company
111 Huntington Avenue

Boston, MA 02199-7618

 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm

MFS Fund Distributors, Inc.
111 Huntington Avenue

Boston, MA 02199-7618

 

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Manager(s)  

Joseph MacDougall

 

 

54


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Core Equity Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as

 

55


Board Review of Investment Advisory Agreement – continued

 

compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the ten-, five-, three- and one-year periods ended December 31, 2019.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that, according to the data provided

 

56


Board Review of Investment Advisory Agreement – continued

 

by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was approximately at the Broadridge expense group median and the Fund’s total expense ratio was lower than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $500 million, $2.5 billion, $5 billion and $10 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

 

57


Board Review of Investment Advisory Agreement – continued

 

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

58


STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

The fund has adopted and implemented a liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The fund’s Board of Trustees (the “Board”) has designated MFS as the administrator of the Program. The Program is reasonably designed to assess and manage the liquidity risk of the fund. Liquidity risk is the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests.

MFS provided a written report to the Board for consideration at its April 2020 meeting that addressed the operation of the Program and provided an assessment of the adequacy and effectiveness of the Program during the period from the adoption of the Program on December 1, 2018 to December 31, 2019 (the “Covered Period”). The report concluded that during the Covered Period the Program had operated effectively and had adequately and effectively been implemented to assess and manage the fund’s liquidity risk. MFS also reported that there were no liquidity events that impacted the fund or its ability to timely meet redemptions without dilution to existing shareholders during the Covered Period.

There can be no assurance that the Program will achieve its objectives in the future. Further information on liquidity risk, and other principal risks to which an investment in the fund may be subject, can be found in the prospectus.

 

59


PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders 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.

Under the Trust’s 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.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2020 income tax forms in January 2021. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates the maximum amount allowable as qualified dividend income eligible to be taxed at the same rate as long-term capital gain.

The fund designates $57,708,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 100% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

The fund designates the maximum amount allowable as Section 199A dividends as defined in Proposed Treasury Regulation §1.199A-3(d).

 

60


rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

61


Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

62


LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 219341

Kansas City, MO 64121-9341

OVERNIGHT MAIL

MFS Service Center, Inc.

Suite 219341

430 W 7th Street

Kansas City, MO 64105-1407

 


Annual Report

August 31, 2020

 

LOGO

 

MFS® Low Volatility Global Equity Fund

 

LOGO

 

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 Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site 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.

 

LVO-ANN

 


MFS® Low Volatility Global Equity Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Expense table     10  
Portfolio of investments     12  
Statement of assets and liabilities     17  
Statement of operations     19  
Statements of changes in net assets     20  
Financial highlights     21  
Notes to financial statements     27  
Report of independent registered public accounting firm     38  
Trustees and officers     40  
Board review of investment advisory agreement     47  
Statement regarding liquidity risk management program     51  
Proxy voting policies and information     52  
Quarterly portfolio disclosure     52  
Further information     52  
Information about fund contracts and legal claims     52  
Federal tax information     52  
MFS® privacy notice     53  
Contact information     back cover  

 

The report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings in early 2020 as the coronavirus pandemic brought the global economy to a standstill for several months. Optimism over the

development of vaccines and therapeutics, along with a decline in cases in countries affected by the outbreak early on, brightened the economic and market outlook during the second quarter, as did the phased reopening of U.S. states. However, a great deal of uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when the risks are rising for a second wave of infection. Political uncertainty is heightened as well, as the pandemic has caused many jurisdictions in the United States to adopt mail-in voting for the first time, raising questions over whether ballots in the November elections will be counted as quickly as they have been in the past.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support, though in the United States some of those measures were allowed to lapse at the end of July as negotiators found themselves at an impasse over the scope of additional funding. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can also sow the seeds of instability. In the aftermath of the crisis, societal changes may be likely, as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to the responsible allocation of capital allow us to tune out the noise and uncover what we believe are the best, most durable investment opportunities in the market. Through our unique global investment platform, we combine collective expertise, thoughtful risk management, and long-term discipline to create sustainable value for investors.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

October 19, 2020

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

1


PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings

 

Adobe Systems, Inc.     3.6%  
Roche Holding AG     3.2%  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR     3.1%  
Johnson & Johnson     2.9%  
KDDI Corp.     2.6%  
Terumo Corp.     2.4%  
Franco-Nevada Corp.     2.1%  
PepsiCo, Inc.     2.1%  
Lockheed Martin Corp.     2.0%  
Nestle S.A.     2.0%  
GICS equity sectors (g)  
Information Technology     17.2%  
Health Care     16.5%  
Consumer Staples     13.9%  
Communication Services     10.9%  
Consumer Discretionary     10.0%  
Financials     8.9%  
Industrials     5.9%  
Utilities     5.9%  
Real Estate     5.4%  
Materials     4.2%  
Issuer country weightings (x)

 

United States     47.2%  
Japan     12.9%  
Canada     9.7%  
Switzerland     6.9%  
Hong Kong     4.7%  
Germany     3.4%  
Taiwan     3.1%  
India     1.9%  
France     1.7%  
Other Countries     8.5%  
Currency exposure weightings (y)

 

United States Dollar     53.7%  
Japanese Yen     12.9%  
Swiss Franc     6.9%  
Euro     5.1%  
Hong Kong Dollar     4.4%  
Canadian Dollar     3.4%  
Taiwan Dollar     3.1%  
Indian Rupee     1.9%  
Australian Dollar     1.7%  
Other Currencies     6.9%  
 

 

2


Portfolio Composition – continued

 

(g)

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS.

(x)

Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents.

(y)

Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of August 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

3


MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2020, Class A shares of the MFS Low Volatility Global Equity Fund (fund) provided a total return of 4.60%, at net asset value. This compares with a return of 16.52% for the fund’s benchmark, the MSCI All Country World Index (net div).

Market Environment

Markets experienced an extraordinarily sharp selloff and in many cases an unusually rapid recovery late in the period. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the deepest, steepest, and possibly shortest recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and when vaccines or medicines will become available to prevent or treat it.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in a price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the United States also decreasing production, which – along with the gradual reopening of some major economies and the resultant boost in demand – helped stabilize the price of crude oil.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible average-inflation-targeting framework, which is expected to result in policy rates remaining at low levels for longer. In developed countries, monetary easing measures were complemented by large fiscal stimulus initiatives, although late in the period there was uncertainty surrounding the timing and scope of additional US recovery funding. Due to relatively manageable external liabilities and balances of payments in many countries, along with persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

As has often been the case in a crisis, market vulnerabilities have been revealed. For example, companies that have added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks have in many cases halted share repurchases and cut dividends, and some firms have been forced to recapitalize.

Detractors from Performance

Stock selection and, to a lesser extent, an underweight position in the consumer discretionary sector detracted from performance relative to the MSCI All Country World

 

4


Management Review – continued

 

Index. Within this sector, not holding shares of internet retailer Amazon.com and electric vehicle manufacturer Tesla weakened relative returns. The stock price of Amazon.com advanced, benefiting from strong e-commerce volumes as consumers adjusted to lockdowns in response to the COVID-19 pandemic. As a result, the company reported revenues ahead of expectations, partially offset by additional COVID-related operating costs. Additionally, the fund’s overweight positions in apparel and footwear producer ABC-Mart (Japan), coffee and tea company Starbucks and commercial property operator Genting Bhd (h) (Malaysia) dampened relative returns.

Stock selection and, to a lesser extent, an underweight position in the information technology sector also hindered relative results. Within this sector, not owning shares of computer and personal electronics maker Apple detracted from relative results. Despite supply constraints for both the Apple Watch and Apple Airpods Pro, the share price of Apple was supported by stronger-than-anticipated revenues, driven by robust demand in its wearable technology and services segments paired with strong iPhone sales. Additionally, the timing of the fund’s ownership in shares of software giant Microsoft, and holding shares of electronic products manufacturer and supplier VTech Holdings (b) (Hong Kong), weighed on relative results.

Stock selection in the communication services sector also held back relative returns. However, there were no individual stocks within this sector that were among the fund’s top relative detractors during the reporting period.

An overweight position and stock selection in the real estate sector further weighed on relative returns. Within this sector, holding shares of real estate investment trust STORE Capital (b)(h), and an overweight position in real estate investment trust AvalonBay Communities, hindered relative returns.

Contributors to Performance

An underweight position in the energy sector contributed to relative results, led by not holding shares of oil and gas production giant Exxon Mobil. The stock price of Exxon Mobil fell as the company’s reported earnings missed expectations, driven by disappointing chemical and refining margins and higher costs. The stock price also suffered as oil and gas prices came under significant pressure during the period due to lower demand related to disruptions from the COVID-19 virus and the price war between Saudi Arabia and Russia.

Stock selection in the materials sector also benefited relative returns. Within this sector, the fund’s overweight positions in global flavors and fragrances supplier Symrise (Germany) and gold-focused royalty and stream company Franco-Nevada (Canada) boosted relative performance.

Other top relative contributors during the period included the fund’s overweight positions in semiconductor manufacturer Taiwan Semiconductor Manufacturing (Taiwan), software company Adobe Systems, diagnostics and pharmaceutical company Roche Holding (Switzerland), medical products and equipment manufacturer Terumo (Japan) and supermarket and department store operator Wesfarmers (Australia). The stock price of Taiwan Semiconductor Manufacturing appreciated as the company reported solid financial results, driven by strong revenue and smartphone-related demand in the US. The company also guided for strong revenue growth in 2020, which

 

5


Management Review – continued

 

further supported the stock. In addition, not holding shares of aerospace company Boeing and diversified financial services firm Wells Fargo benefited the fund’s relative returns.

Respectfully,

Portfolio Manager(s)

Jim Fallon, Matt Krummell, Jonathan Sage, and Jed Stocks

 

(b)

Security is not a benchmark constituent.

(h)

Security was not held in the portfolio at period end.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

6


PERFORMANCE SUMMARY THROUGH 8/31/20

The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of a Hypothetical $10,000 Investment (t)

 

LOGO

 

7


Performance Summary – continued

 

Total Returns through 8/31/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   Life (t)     
    A    12/05/13   4.60%   8.28%   7.55%    
    B    12/05/13   3.81%   7.43%   6.71%    
    C    12/05/13   3.77%   7.44%   6.70%    
    I    12/05/13   4.85%   8.51%   7.78%    
    R1    12/05/13   3.74%   7.44%   6.70%    
    R2    12/05/13   4.33%   7.98%   7.24%    
    R3    12/05/13   4.58%   8.25%   7.52%    
    R4    12/05/13   4.85%   8.51%   7.77%    
    R6    12/05/13   4.94%   8.58%   7.82%    
Comparative benchmark(s)                
     MSCI All Country World Index (net div) (f)   16.52%   10.21%   8.06%     
Average annual with sales charge                
    A
With Initial Sales Charge (5.75%)
  (1.42)%   7.00%   6.61%    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  (0.19)%   7.13%   6.71%    
    C
With CDSC (1% for 12 months) (v)
  2.77%   7.44%   6.70%    

CDSC – Contingent Deferred Sales Charge.

Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.

(f)

Source: FactSet Research Systems Inc.

(t)

For the period from the class inception date through the stated period end. (See Notes to Performance Summary.)

(v)

Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

MSCI All Country World Index (net div) – a market capitalization-weighted index that is designed to measure equity market performance in the global developed and emerging markets. 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.

It is not possible to invest directly in an index.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date.

 

8


Performance Summary – continued

 

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

9


EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2020 through August 31, 2020

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2020 through August 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

10


Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/20
    Ending
Account Value
8/31/20
    Expenses
Paid During
Period (p)
3/01/20-8/31/20
 
A   Actual     0.99%       $1,000.00       $1,064.15       $5.14  
  Hypothetical (h)     0.99%       $1,000.00       $1,020.16       $5.03  
B   Actual     1.74%       $1,000.00       $1,059.82       $9.01  
  Hypothetical (h)     1.74%       $1,000.00       $1,016.39       $8.82  
C   Actual     1.74%       $1,000.00       $1,059.22       $9.01  
  Hypothetical (h)     1.74%       $1,000.00       $1,016.39       $8.82  
I   Actual     0.74%       $1,000.00       $1,064.62       $3.84  
  Hypothetical (h)     0.74%       $1,000.00       $1,021.42       $3.76  
R1   Actual     1.74%       $1,000.00       $1,059.69       $9.01  
  Hypothetical (h)     1.74%       $1,000.00       $1,016.39       $8.82  
R2   Actual     1.24%       $1,000.00       $1,062.82       $6.43  
  Hypothetical (h)     1.24%       $1,000.00       $1,018.90       $6.29  
R3   Actual     0.99%       $1,000.00       $1,064.02       $5.14  
  Hypothetical (h)     0.99%       $1,000.00       $1,020.16       $5.03  
R4   Actual     0.74%       $1,000.00       $1,064.62       $3.84  
  Hypothetical (h)     0.74%       $1,000.00       $1,021.42       $3.76  
R6   Actual     0.67%       $1,000.00       $1,065.84       $3.48  
  Hypothetical (h)     0.67%       $1,000.00       $1,021.77       $3.40  

 

(h)

5% class return per year before expenses.

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

 

11


PORTFOLIO OF INVESTMENTS

8/31/20

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

 

Issuer    Shares/Par     Value ($)  
Common Stocks - 98.8%               
Aerospace - 2.5%               
Leidos Holdings, Inc.      10,372     $ 938,562  
Lockheed Martin Corp.      11,490       4,484,087  
    

 

 

 
             $ 5,422,649  
Automotive - 0.8%               
USS Co. Ltd.      98,800     $ 1,666,425  
Brokerage & Asset Managers - 0.5%               
Partners Group Holdings AG      1,095     $ 1,111,777  
Business Services - 3.6%               
CGI, Inc. (a)      19,604     $ 1,376,005  
Fiserv, Inc. (a)      22,232       2,213,863  
Infosys Technologies Ltd., ADR      335,828       4,231,433  
    

 

 

 
             $ 7,821,301  
Cable TV - 0.4%               
Comcast Corp., “A”      19,508     $ 874,153  
Computer Software - 4.1%               
Adobe Systems, Inc. (a)      15,501     $ 7,958,058  
Microsoft Corp.      4,637       1,045,783  
    

 

 

 
             $ 9,003,841  
Computer Software - Systems - 3.5%               
Constellation Software, Inc.      1,622     $ 1,877,720  
Fujitsu Ltd.      11,200       1,461,398  
Hitachi Ltd.      29,900       992,824  
NICE Systems Ltd., ADR (a)      9,694       2,228,166  
Venture Corp. Ltd.      73,400       1,066,366  
    

 

 

 
             $ 7,626,474  
Construction - 1.7%               
AvalonBay Communities, Inc., REIT      14,283     $ 2,257,571  
Rinnai Corp.      15,100       1,394,133  
    

 

 

 
             $ 3,651,704  
Consumer Products - 2.9%               
Kimberly-Clark Corp.      15,581     $ 2,458,059  
L’Oréal      2,082       687,973  

 

12


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Consumer Products - continued               
Procter & Gamble Co.      23,236     $ 3,214,236  
    

 

 

 
             $ 6,360,268  
Electronics - 4.8%               
Intel Corp.      15,822     $ 806,131  
Kyocera Corp.      49,100       2,806,835  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR      86,081       6,821,919  
    

 

 

 
             $ 10,434,885  
Food & Beverages - 7.6%               
General Mills, Inc.      54,585     $ 3,490,711  
Mondelez International, Inc.      35,304       2,062,460  
Mowi A.S.A.      59,395       1,161,628  
Nestle S.A.      36,921       4,434,033  
PepsiCo, Inc.      32,831       4,598,310  
Toyo Suisan Kaisha Ltd.      16,100       915,092  
    

 

 

 
             $ 16,662,234  
Food & Drug Stores - 4.5%               
Dairy Farm International Holdings Ltd.      140,700     $ 586,977  
Lawson, Inc.      16,400       809,819  
Seven & I Holdings Co. Ltd.      78,800       2,554,127  
Tesco PLC      272,825       797,596  
Wal-Mart Stores, Inc.      11,000       1,527,350  
Wesfarmers Ltd.      105,678       3,669,316  
    

 

 

 
             $ 9,945,185  
General Merchandise - 1.4%               
Dollar General Corp.      15,619     $ 3,153,164  
Health Maintenance Organizations - 0.7%               
Cigna Corp.      8,093     $ 1,435,455  
Insurance - 3.8%               
Everest Re Group Ltd.      15,811     $ 3,479,685  
MetLife, Inc.      93,195       3,584,280  
Zurich Insurance Group AG      3,539       1,307,623  
    

 

 

 
             $ 8,371,588  
Internet - 1.0%               
Alphabet, Inc., “A” (a)      1,417     $ 2,309,044  

 

13


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Leisure & Toys - 2.1%               
Activision Blizzard, Inc.      14,139     $ 1,180,889  
Electronic Arts, Inc. (a)      24,249       3,382,008  
    

 

 

 
             $ 4,562,897  
Machinery & Tools - 0.5%               
Sandvik AB (a)      54,467     $ 1,069,215  
Major Banks - 3.3%               
Bank of Nova Scotia      17,894     $ 773,379  
BOC Hong Kong Holdings Ltd.      732,500       2,060,916  
DBS Group Holdings Ltd.      90,000       1,377,875  
PNC Financial Services Group, Inc.      11,352       1,262,342  
Royal Bank of Canada      24,486       1,863,874  
    

 

 

 
             $ 7,338,386  
Medical & Health Technology & Services - 1.0%               
Eurofins Scientific SE (a)      1,505     $ 1,206,188  
McKesson Corp.      5,903       905,756  
    

 

 

 
             $ 2,111,944  
Medical Equipment - 4.0%               
EssilorLuxottica (a)      14,294     $ 1,912,173  
Medtronic PLC      14,854       1,596,359  
Terumo Corp.      129,200       5,242,942  
    

 

 

 
             $ 8,751,474  
Network & Telecom - 0.8%               
VTech Holdings Ltd.      317,800     $ 1,853,444  
Other Banks & Diversified Financials - 1.2%               
Komercni Banka A.S. (a)      35,621     $ 857,708  
U.S. Bancorp      50,194       1,827,062  
    

 

 

 
             $ 2,684,770  
Pharmaceuticals - 11.8%               
Eli Lilly & Co.      17,054     $ 2,530,643  
Johnson & Johnson      41,159       6,314,202  
Merck & Co., Inc.      38,848       3,312,569  
Novartis AG      12,978       1,120,419  
Novo Nordisk A.S., “B”      55,057       3,646,694  
Pfizer, Inc.      48,936       1,849,291  
Roche Holding AG      20,306       7,091,769  
    

 

 

 
             $ 25,865,587  

 

14


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Pollution Control - 1.9%               
Waste Connections, Inc.      41,465     $ 4,147,744  
Precious Metals & Minerals - 2.6%               
Barrick Gold Corp.      36,130     $ 1,070,313  
Franco-Nevada Corp.      30,664       4,611,766  
    

 

 

 
             $ 5,682,079  
Railroad & Shipping - 1.5%               
Canadian National Railway Co.      19,275     $ 2,015,780  
Kansas City Southern Co.      6,587       1,199,097  
    

 

 

 
             $ 3,214,877  
Real Estate - 4.4%               
Grand City Properties S.A.      150,618     $ 3,864,410  
Life Storage, Inc., REIT      15,299       1,612,974  
Public Storage, Inc., REIT      6,372       1,353,413  
Sun Communities, Inc., REIT      19,150       2,854,882  
    

 

 

 
             $ 9,685,679  
Restaurants - 2.9%               
McDonald’s Corp.      11,661     $ 2,489,857  
Starbucks Corp.      47,131       3,981,156  
    

 

 

 
             $ 6,471,013  
Specialty Chemicals - 1.6%               
Symrise AG      25,061     $ 3,455,702  
Specialty Stores - 1.7%               
ABC-MART, Inc.      69,600     $ 3,659,889  
Telecommunications - Wireless - 3.6%               
Advanced Info Service Public Co. Ltd.      187,300     $ 1,101,322  
KDDI Corp.      197,600       5,730,247  
Vodafone Group PLC      708,673       1,055,692  
    

 

 

 
             $ 7,887,261  
Telephone Services - 3.7%               
HKT Trust and HKT Ltd.      1,894,000     $ 2,704,271  
TELUS Corp.      188,828       3,476,323  
Verizon Communications, Inc.      34,051       2,018,203  
    

 

 

 
             $ 8,198,797  
Tobacco - 0.5%               
Japan Tobacco, Inc.      56,100     $ 1,048,157  

 

15


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Utilities - Electric Power - 5.9%               
American Electric Power Co., Inc.      25,889     $ 2,040,830  
Avangrid, Inc.      29,189       1,402,239  
CEZ A.S. (Czech Republic)      32,944       678,752  
CLP Holdings Ltd.      308,500       3,027,276  
Duke Energy Corp.      9,832       789,903  
Evergy, Inc.      36,038       1,917,942  
Xcel Energy, Inc.      43,473       3,020,287  
    

 

 

 
             $ 12,877,229  
Total Common Stocks (Identified Cost, $169,703,257)

 

  $ 216,416,291  
Investment Companies (h) - 0.1%               
Money Market Funds - 0.1%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $289,769)
     289,769     $ 289,769  
Other Assets, Less Liabilities - 1.1%           2,371,878  
Net Assets - 100.0%            $ 219,077,938  

 

(a)

Non-income producing security.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $289,769 and $216,416,291, respectively.

(v)

Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

ADR   American Depositary Receipt
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

16


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/20

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

Assets         

Investments in unaffiliated issuers, at value (identified cost, $169,703,257)

     $216,416,291  

Investments in affiliated issuers, at value (identified cost, $289,769)

     289,769  
Cash      2,209,548  
Receivables for   

Fund shares sold

     163,484  

Interest and dividends

     883,105  

Other assets

     655  

Total assets

     $219,962,852  
Liabilities         

Payables for

  

Fund shares reacquired

     $744,361  

Payable to affiliates

  

Investment adviser

     15,561  

Administrative services fee

     433  

Shareholder servicing costs

     35,379  

Distribution and service fees

     1,032  

Payable for independent Trustees’ compensation

     26  

Accrued expenses and other liabilities

     88,122  

Total liabilities

     $884,914  

Net assets

     $219,077,938  
Net assets consist of         

Paid-in capital

     $182,857,003  

Total distributable earnings (loss)

     36,220,935  

Net assets

     $219,077,938  

Shares of beneficial interest outstanding

     15,456,319  

 

17


Statement of Assets and Liabilities – continued

 

     Net assets      Shares
outstanding
     Net asset value
per share (a)
 

Class A

     $23,493,722        1,657,327        $14.18  

Class B

     409,838        29,117        14.08  

Class C

     3,260,565        231,996        14.05  

Class I

     106,849,002        7,534,032        14.18  

Class R1

     108,986        7,711        14.13  

Class R2

     169,656        11,968        14.18  

Class R3

     79,494        5,600        14.20  

Class R4

     75,243        5,305        14.18  

Class R6

     84,631,432        5,973,263        14.17  

 

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $15.05 [100 / 94.25 x $14.18]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

18


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/20

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Net investment income (loss)         

Income

  

Dividends

     $6,362,898  

Dividends from affiliated issuers

     17,099  

Other

     9,678  

Income on securities loaned

     1,636  

Foreign taxes withheld

     (368,113

Total investment income

     $6,023,198  

Expenses

  

Management fee

     $1,247,317  

Distribution and service fees

     93,129  

Shareholder servicing costs

     131,095  

Administrative services fee

     40,873  

Independent Trustees’ compensation

     8,766  

Custodian fee

     75,141  

Shareholder communications

     14,758  

Audit and tax fees

     57,081  

Legal fees

     2,105  

Registration fees

     133,545  

Miscellaneous

     47,656  

Total expenses

     $1,851,466  

Reduction of expenses by investment adviser and distributor

     (130,857

Net expenses

     $1,720,609  

Net investment income (loss)

     $4,302,589  
Realized and unrealized gain (loss)         
Realized gain (loss) (identified cost basis)   

Unaffiliated issuers (net of $1,558 country tax)

     $(7,786,409

Affiliated issuers

     (615

Foreign currency

     (9,317

Net realized gain (loss)

     $(7,796,341
Change in unrealized appreciation or depreciation   

Unaffiliated issuers (net of $36,628 decrease in deferred country tax)

     $11,711,812  

Affiliated issuers

     (45

Translation of assets and liabilities in foreign currencies

     26,305  

Net unrealized gain (loss)

     $11,738,072  

Net realized and unrealized gain (loss)

     $3,941,731  

Change in net assets from operations

     $8,244,320  

See Notes to Financial Statements

 

19


Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     8/31/20      8/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $4,302,589        $4,684,916  

Net realized gain (loss)

     (7,796,341      1,976,712  

Net unrealized gain (loss)

     11,738,072        10,762,414  

Change in net assets from operations

     $8,244,320        $17,424,042  

Total distributions to shareholders

     $(6,496,439      $(10,518,952

Change in net assets from fund share transactions

     $(2,060,144      $17,311,467  

Total change in net assets

     $(312,263      $24,216,557  
Net assets                  

At beginning of period

     219,390,201        195,173,644  

At end of period

     $219,077,938        $219,390,201  

See Notes to Financial Statements

 

20


Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Class A   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $13.92       $13.73       $12.82       $11.87       $10.75  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.23       $0.25       $0.23       $0.19       $0.18  

Net realized and unrealized gain (loss)

    0.39       0.56       0.92       0.91       1.11  

Total from investment operations

    $0.62       $0.81       $1.15       $1.10       $1.29  
Less distributions declared to shareholders

 

From net investment income

    $(0.27     $(0.23     $(0.24     $(0.15     $(0.17

From net realized gain

    (0.09     (0.39                  

Total distributions declared to shareholders

    $(0.36     $(0.62     $(0.24     $(0.15     $(0.17

Net asset value, end of period (x)

    $14.18       $13.92       $13.73       $12.82       $11.87  

Total return (%) (r)(s)(t)(x)

    4.60       6.38       9.09       9.36       12.12  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.05       1.05       1.06       1.23       1.51  

Expenses after expense reductions (f)

    0.99       0.98       0.97       1.17       1.19  

Net investment income (loss)

    1.68       1.86       1.75       1.55       1.56  

Portfolio turnover

    43       65       41       24       28  

Net assets at end of period (000 omitted)

    $23,494       $19,981       $9,102       $9,215       $7,473  

See Notes to Financial Statements

 

21


Financial Highlights – continued

 

Class B   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $13.82       $13.63       $12.73       $11.79       $10.70  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.12       $0.14       $0.13       $0.09       $0.07  

Net realized and unrealized gain (loss)

    0.40       0.57       0.91       0.91       1.12  

Total from investment operations

    $0.52       $0.71       $1.04       $1.00       $1.19  
Less distributions declared to shareholders

 

From net investment income

    $(0.17     $(0.13     $(0.14     $(0.06     $(0.10

From net realized gain

    (0.09     (0.39                  

Total distributions declared to shareholders

    $(0.26     $(0.52     $(0.14     $(0.06     $(0.10

Net asset value, end of period (x)

    $14.08       $13.82       $13.63       $12.73       $11.79  

Total return (%) (r)(s)(t)(x)

    3.81       5.60       8.25       8.48       11.16  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.80       1.79       1.81       1.98       2.33  

Expenses after expense reductions (f)

    1.75       1.74       1.74       1.96       1.98  

Net investment income (loss)

    0.88       1.03       1.02       0.73       0.65  

Portfolio turnover

    43       65       41       24       28  

Net assets at end of period (000 omitted)

    $410       $410       $380       $350       $341  
Class C   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $13.80       $13.62       $12.71       $11.78       $10.69  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.12       $0.14       $0.13       $0.09       $0.08  

Net realized and unrealized gain (loss)

    0.39       0.57       0.92       0.91       1.11  

Total from investment operations

    $0.51       $0.71       $1.05       $1.00       $1.19  
Less distributions declared to shareholders

 

From net investment income

    $(0.17     $(0.14     $(0.14     $(0.07     $(0.10

From net realized gain

    (0.09     (0.39                  

Total distributions declared to shareholders

    $(0.26     $(0.53     $(0.14     $(0.07     $(0.10

Net asset value, end of period (x)

    $14.05       $13.80       $13.62       $12.71       $11.78  

Total return (%) (r)(s)(t)(x)

    3.77       5.57       8.28       8.49       11.22  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.80       1.80       1.81       1.98       2.23  

Expenses after expense reductions (f)

    1.75       1.74       1.74       1.96       1.99  

Net investment income (loss)

    0.90       1.02       1.01       0.76       0.74  

Portfolio turnover

    43       65       41       24       28  

Net assets at end of period (000 omitted)

    $3,261       $2,876       $1,773       $1,924       $1,554  

See Notes to Financial Statements

 

22


Financial Highlights – continued

 

Class I   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $13.92       $13.73       $12.82       $11.87       $10.76  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.26       $0.28       $0.27       $0.23       $0.21  

Net realized and unrealized gain (loss)

    0.39       0.56       0.91       0.90       1.10  

Total from investment operations

    $0.65       $0.84       $1.18       $1.13       $1.31  
Less distributions declared to shareholders

 

From net investment income

    $(0.30     $(0.26     $(0.27     $(0.18     $(0.20

From net realized gain

    (0.09     (0.39                  

Total distributions declared to shareholders

    $(0.39     $(0.65     $(0.27     $(0.18     $(0.20

Net asset value, end of period (x)

    $14.18       $13.92       $13.73       $12.82       $11.87  

Total return (%) (r)(s)(t)(x)

    4.85       6.61       9.34       9.59       12.34  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    0.80       0.79       0.81       0.94       1.17  

Expenses after expense reductions (f)

    0.75       0.74       0.74       0.90       0.98  

Net investment income (loss)

    1.88       2.09       2.03       1.87       1.86  

Portfolio turnover

    43       65       41       24       28  

Net assets at end of period (000 omitted)

    $106,849       $118,907       $114,259       $97,952       $10,669  
Class R1   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $13.88       $13.69       $12.78       $11.84       $10.70  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.12       $0.14       $0.14       $0.09       $0.08  

Net realized and unrealized gain (loss)

    0.39       0.58       0.91       0.91       1.12  

Total from investment operations

    $0.51       $0.72       $1.05       $1.00       $1.20  
Less distributions declared to shareholders

 

From net investment income

    $(0.17     $(0.14     $(0.14     $(0.06     $(0.06

From net realized gain

    (0.09     (0.39                  

Total distributions declared to shareholders

    $(0.26     $(0.53     $(0.14     $(0.06     $(0.06

Net asset value, end of period (x)

    $14.13       $13.88       $13.69       $12.78       $11.84  

Total return (%) (r)(s)(t)(x)

    3.74       5.61       8.29       8.47       11.24  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.80       1.79       1.81       1.98       2.31  

Expenses after expense reductions (f)

    1.75       1.74       1.74       1.96       1.99  

Net investment income (loss)

    0.90       1.03       1.03       0.75       0.69  

Portfolio turnover

    43       65       41       24       28  

Net assets at end of period (000 omitted)

    $109       $96       $74       $68       $56  

See Notes to Financial Statements

 

23


Financial Highlights – continued

 

Class R2    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $13.92       $13.73       $12.81       $11.87       $10.74  
Income (loss) from investment operations

 

Net investment income (loss) (d)

     $0.19       $0.21       $0.20       $0.15       $0.13  

Net realized and unrealized gain (loss)

     0.40       0.57       0.92       0.90       1.13  

Total from investment operations

     $0.59       $0.78       $1.12       $1.05       $1.26  
Less distributions declared to shareholders

 

From net investment income

     $(0.24     $(0.20     $(0.20     $(0.11     $(0.13

From net realized gain

     (0.09     (0.39                  

Total distributions declared to shareholders

     $(0.33     $(0.59     $(0.20     $(0.11     $(0.13

Net asset value, end of period (x)

     $14.18       $13.92       $13.73       $12.81       $11.87  

Total return (%) (r)(s)(t)(x)

     4.33       6.09       8.87       8.94       11.83  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

     1.30       1.29       1.31       1.49       1.79  

Expenses after expense reductions (f)

     1.25       1.24       1.24       1.47       1.49  

Net investment income (loss)

     1.37       1.53       1.52       1.24       1.20  

Portfolio turnover

     43       65       41       24       28  

Net assets at end of period (000 omitted)

     $170       $75       $66       $61       $72  
Class R3    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $13.94       $13.74       $12.82       $11.88       $10.76  
Income (loss) from investment operations

 

Net investment income (loss) (d)

     $0.23       $0.24       $0.22       $0.19       $0.16  

Net realized and unrealized gain (loss)

     0.39       0.58       0.93       0.90       1.12  

Total from investment operations

     $0.62       $0.82       $1.15       $1.09       $1.28  
Less distributions declared to shareholders

 

From net investment income

     $(0.27     $(0.23     $(0.23     $(0.15     $(0.16

From net realized gain

     (0.09     (0.39                  

Total distributions declared to shareholders

     $(0.36     $(0.62     $(0.23     $(0.15     $(0.16

Net asset value, end of period (x)

     $14.20       $13.94       $13.74       $12.82       $11.88  

Total return (%) (r)(s)(t)(x)

     4.58       6.42       9.11       9.24       12.05  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

     1.05       1.04       1.05       1.21       1.56  

Expenses after expense reductions (f)

     1.00       0.99       0.99       1.18       1.24  

Net investment income (loss)

     1.65       1.78       1.69       1.55       1.44  

Portfolio turnover

     43       65       41       24       28  

Net assets at end of period (000 omitted)

     $79       $71       $67       $151       $56  

See Notes to Financial Statements

 

24


Financial Highlights – continued

 

Class R4    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $13.92       $13.73       $12.82       $11.87       $10.76  
Income (loss) from investment operations

 

Net investment income (loss) (d)

     $0.26       $0.27       $0.27       $0.21       $0.19  

Net realized and unrealized gain (loss)

     0.39       0.57       0.91       0.92       1.12  

Total from investment operations

     $0.65       $0.84       $1.18       $1.13       $1.31  
Less distributions declared to shareholders

 

From net investment income

     $(0.30     $(0.26     $(0.27     $(0.18     $(0.20

From net realized gain

     (0.09     (0.39                  

Total distributions declared to shareholders

     $(0.39     $(0.65     $(0.27     $(0.18     $(0.20

Net asset value, end of period (x)

     $14.18       $13.92       $13.73       $12.82       $11.87  

Total return (%) (r)(s)(t)(x)

     4.85       6.61       9.34       9.58       12.32  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

     0.81       0.79       0.81       0.98       1.31  

Expenses after expense reductions (f)

     0.75       0.74       0.74       0.96       0.99  

Net investment income (loss)

     1.89       2.03       2.02       1.74       1.69  

Portfolio turnover

     43       65       41       24       28  

Net assets at end of period (000 omitted)

     $75       $72       $67       $62       $56  
Class R6    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $13.91       $13.72       $12.81       $11.86       $10.76  
Income (loss) from investment operations

 

Net investment income (loss) (d)

     $0.27       $0.28       $0.27       $0.21       $0.20  

Net realized and unrealized gain (loss)

     0.40       0.57       0.92       0.92       1.11  

Total from investment operations

     $0.67       $0.85       $1.19       $1.13       $1.31  
Less distributions declared to shareholders

 

From net investment income

     $(0.32     $(0.27     $(0.28     $(0.18     $(0.21

From net realized gain

     (0.09     (0.39                  

Total distributions declared to shareholders

     $(0.41     $(0.66     $(0.28     $(0.18     $(0.21

Net asset value, end of period (x)

     $14.17       $13.91       $13.72       $12.81       $11.86  

Total return (%) (r)(s)(t)(x)

     4.94       6.68       9.42       9.63       12.37  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

     0.73       0.72       0.74       0.94       1.21  

Expenses after expense reductions (f)

     0.67       0.67       0.67       0.92       0.93  

Net investment income (loss)

     2.01       2.11       2.08       1.77       1.76  

Portfolio turnover

     43       65       41       24       28  

Net assets at end of period (000 omitted)

     $84,631       $76,901       $69,385       $68,569       $45,799  

See Notes to Financial Statements

 

25


Financial Highlights – continued

 

(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.

See Notes to Financial Statements

 

26


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Low Volatility Global Equity Fund (the fund) is a diversified series of MFS Series Trust I (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have

 

27


Notes to Financial Statements – continued

 

been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price 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. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. 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. In determining values, 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.

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 the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser 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 floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser 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 foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt 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. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser 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

 

28


Notes to Financial Statements – continued

 

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.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities:            

United States

     $100,732,866        $—        $—        $100,732,866  

Japan

     5,740,436        22,541,452               28,281,888  

Canada

     21,212,904                      21,212,904  

Switzerland

     15,065,621                      15,065,621  

Hong Kong

     1,853,444        8,379,440               10,232,884  

Germany

     7,320,112                      7,320,112  

Taiwan

     6,821,919                      6,821,919  

India

     4,231,433                      4,231,433  

France

     3,806,334                      3,806,334  

Other Countries

     11,495,451        7,214,879               18,710,330  
Mutual Funds      289,769                      289,769  
Total      $178,570,289        $38,135,771        $—        $216,706,060  

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the

 

29


Notes to Financial Statements – continued

 

related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2020, there were no securities on loan or collateral outstanding.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result,

 

30


Notes to Financial Statements – continued

 

no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to passive foreign investment companies and wash sale loss deferrals.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
Ordinary income (including any short-term capital gains)      $5,680,426        $4,465,803  
Long-term capital gains      816,013        6,053,149  
Total distributions      $6,496,439        $10,518,952  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 8/31/20       
Cost of investments      $172,870,785  
Gross appreciation      49,145,980  
Gross depreciation      (5,310,705
Net unrealized appreciation (depreciation)      $43,835,275  
Undistributed ordinary income      482,886  
Post-October capital loss deferral      (8,100,922
Other temporary differences      3,696  

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to

 

31


Notes to Financial Statements – continued

 

differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. Class C shares will convert to Class A shares approximately ten years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year
ended
8/31/20
     Year
ended
8/31/19
 
Class A      $588,994        $549,581  
Class B      7,651        14,039  
Class C      58,613        77,581  
Class I      3,250,779        6,406,191  
Class R1      1,913        2,931  
Class R2      3,488        2,854  
Class R3      1,965        3,033  
Class R4      2,062        3,226  
Class R6      2,580,974        3,459,516  
Total      $6,496,439        $10,518,952  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.55
In excess of $1 billion and up to $2.5 billion      0.525
In excess of $2.5 billion      0.50

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 year ended August 31, 2020, this management fee reduction amounted to $24,112, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.54% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total fund operating expenses do not exceed the following rates annually of each class’s average daily net assets:

 

Classes  
A   B     C     I     R1     R2     R3     R4     R6  
0.99%     1.74%       1.74%       0.74%       1.74%       1.24%       0.99%       0.74%       0.68%  

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2021. For the year ended August 31, 2020, this reduction amounted to $105,893, which is included in the reduction of total expenses in the Statement of Operations.

 

32


Notes to Financial Statements – continued

 

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $8,735 for the year ended August 31, 2020, as its portion of the initial sales charge on sales of Class A shares of the fund.

The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule 12b-1 of the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.25%        $56,530  
Class B      0.75%        0.25%        1.00%        1.00%        4,004  
Class C      0.75%        0.25%        1.00%        1.00%        30,639  
Class R1      0.75%        0.25%        1.00%        1.00%        1,004  
Class R2      0.25%        0.25%        0.50%        0.50%        766  
Class R3             0.25%        0.25%        0.25%        186  
Total Distribution and Service Fees

 

           $93,129  

 

(d)

In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2020 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2020, this rebate amounted to $852 for Class A and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2020, were as follows:

 

     Amount  
Class A      $143  
Class B      85  
Class C      615  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the

 

33


Notes to Financial Statements – continued

 

year ended August 31, 2020, the fee was $10,594, which equated to 0.0047% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $120,501.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.0180% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

At August 31, 2020, MFS held approximately 66% and 93% of the outstanding shares of Class R1 and Class R3, respectively, and 100% of the outstanding shares of Class R4.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended August 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $62,558 and $24,937, respectively. The sales transactions resulted in net realized gains (losses) of $(809).

The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended August 31, 2020, this reimbursement amounted to $9,473, which is included in “Other” income in the Statement of Operations.

(4) Portfolio Securities

For the year ended August 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $95,424,932 and $100,502,733, respectively.

 

34


Notes to Financial Statements – continued

 

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     930,481        $12,771,654        1,041,729        $13,809,908  

Class B

                   3,234        41,580  

Class C

     58,784        784,363        131,925        1,728,080  

Class I

     4,136,645        56,160,916        8,478,173        112,927,999  

Class R1

     640        8,848        1,336        18,304  

Class R2

     6,481        90,999        358        4,947  

Class R3

     360        5,139                

Class R6

     2,541,691        35,247,721        1,744,896        23,529,647  
     7,675,082        $105,069,640        11,401,651        $152,060,465  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     43,084        $588,562        42,848        $548,615  

Class B

     556        7,651        1,114        14,039  

Class C

     4,196        57,613        6,003        75,592  

Class I

     199,782        2,735,681        476,060        6,073,699  

Class R1

     139        1,913        231        2,931  

Class R2

     255        3,488        224        2,854  

Class R3

     143        1,965        238        3,033  

Class R4

     151        2,062        252        3,226  

Class R6

     178,952        2,438,265        261,566        3,338,647  
     427,258        $5,837,200        788,536        $10,062,636  
Shares reacquired

 

        

Class A

     (751,868      $(10,081,404      (311,945      $(4,142,094

Class B

     (1,112      (14,669      (2,521      (32,865

Class C

     (39,396      (512,171      (59,697      (780,451

Class I

     (5,342,595      (72,181,862      (8,734,942      (119,271,353

Class R1

     (15      (212      (43      (600

Class R2

     (181      (2,255              

Class R3

     (1      (14              

Class R6

     (2,275,250      (30,174,397      (1,535,830      (20,584,271
     (8,410,418      $(112,966,984      (10,644,978      $(144,811,634

 

35


Notes to Financial Statements – continued

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Net change

 

        

Class A

     221,697        $3,278,812        772,632        $10,216,429  

Class B

     (556      (7,018      1,827        22,754  

Class C

     23,584        329,805        78,231        1,023,221  

Class I

     (1,006,168      (13,285,265      219,291        (269,655

Class R1

     764        10,549        1,524        20,635  

Class R2

     6,555        92,232        582        7,801  

Class R3

     502        7,090        238        3,033  

Class R4

     151        2,062        252        3,226  

Class R6

     445,393        7,511,589        470,632        6,284,023  
     (308,078      $(2,060,144      1,545,209        $17,311,467  

Class T shares were not publicly available for sale during the period. Please see the fund’s prospectus for details.

Effective June 1, 2019, purchases of the fund’s Class B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended August 31, 2020, the fund’s commitment fee and interest expense were $1,186 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

36


Notes to Financial Statements – continued

 

(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $588,609       $65,931,214       $66,229,394       $(615     $(45     $289,769  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

          $17,099       $—  

(8) Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and 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. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

(9) Subsequent Event

On October 2, 2020, the fund announced that effective December 21, 2020, the time period will be shortened for the automatic conversion of Class C shares to Class A of the same fund, from approximately ten years to approximately eight years after purchase. On or about December 21, 2020 any Class C shares that have an original purchase date of December 31, 2012 or earlier will automatically convert to Class A shares of the same fund. Please see the fund’s prospectus for details.

 

37


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and the Shareholders of

MFS Low Volatility Global Equity Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Low Volatility Global Equity Fund (the “Fund”), including the portfolio of investments, as of August 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of August 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights.

 

38


Report of Independent Registered Public Accounting Firm – continued

 

Our procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 19, 2020

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

39


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 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.

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of

MFS Funds

overseen

by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k) (age 56)   Trustee   February 2004   133   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)   N/A

Robin A. Stelmach (k)

(age 59)

  Trustee   January 2014   133  

Massachusetts Financial

Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)

  N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 65)

  Trustee and Chair of Trustees   January 2009   133   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   133   Private investor; Financial Accounting Standards Advisory Council, Chairman (2014-2015)   N/A

 

40


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

John A. Caroselli

(age 66)

  Trustee   March 2017   133   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   133   Private investor   N/A

Peter D. Jones

(age 65)

  Trustee   January 2019   133   Private investor; Franklin Templeton Institutional, LLC (investment management), Chairman (since June 30, 2020); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

41


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

James W. Kilman, Jr.

(age 59)

  Trustee   January 2019   133   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.

(age 64)

  Trustee   March 2017   133   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   133   Private investor   N/A

Laurie J. Thomsen

(age 63)

  Trustee   March 2005   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

42


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

OFFICERS        

Christopher R. Bohane (k)

(age 46)

  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   133   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   133   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   133   Massachusetts Financial Services Company, Senior Vice President

 

43


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   133   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 (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel

Susan A. Pereira (k)

(age 49)

  Assistant
Secretary and Assistant Clerk
  July 2005   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 49)

  Assistant Treasurer   September 2012   133   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 45)

  Assistant Secretary and Assistant Clerk   October 2014   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

 

44


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer

Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015)

James O. Yost (k)

(age 60)

  Treasurer   September 1990   133   Massachusetts Financial Services Company, Senior Vice President

 

(h)

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.

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

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 Funds 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 Board’s 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).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

 

45


Trustees and Officers – continued

 

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser   Custodian

Massachusetts Financial Services Company
111 Huntington Avenue

Boston, MA 02199-7618

 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm

MFS Fund Distributors, Inc.
111 Huntington Avenue

Boston, MA 02199-7618

 

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)  

Jim Fallon

Matt Krummell

Jonathan Sage

Jed Stocks

 

 

46


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Low Volatility Global Equity Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the

 

47


Board Review of Investment Advisory Agreement – continued

 

Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 3rd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 5th quintile for the one-year period and the 3rd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the five-, three- and one-year periods ended December 31, 2019.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee

 

48


Board Review of Investment Advisory Agreement – continued

 

and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was lower than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel

 

49


Board Review of Investment Advisory Agreement – continued

 

and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

50


STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

The fund has adopted and implemented a liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The fund’s Board of Trustees (the “Board”) has designated MFS as the administrator of the Program. The Program is reasonably designed to assess and manage the liquidity risk of the fund. Liquidity risk is the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests.

MFS provided a written report to the Board for consideration at its April 2020 meeting that addressed the operation of the Program and provided an assessment of the adequacy and effectiveness of the Program during the period from the adoption of the Program on December 1, 2018 to December 31, 2019 (the “Covered Period”). The report concluded that during the Covered Period the Program had operated effectively and had adequately and effectively been implemented to assess and manage the fund’s liquidity risk. MFS also reported that there were no liquidity events that impacted the fund or its ability to timely meet redemptions without dilution to existing shareholders during the Covered Period.

There can be no assurance that the Program will achieve its objectives in the future. Further information on liquidity risk, and other principal risks to which an investment in the fund may be subject, can be found in the prospectus.

 

51


PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders 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.

Under the Trust’s 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.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2020 income tax forms in January 2021. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates the maximum amount allowable as qualified dividend income eligible to be taxed at the same rate as long-term capital gain.

The fund designates $898,000 as capital gain dividends paid during the fiscal year.

The fund designates the maximum amount allowable as Section 199A dividends as defined in Proposed Treasury Regulation §1.199A-3(d).

For corporate shareholders, 41.71% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

Income derived from foreign sources was $3,934,876. The fund intends to pass through foreign tax credits of $377,479 for the fiscal year.

 

52


rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

53


Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

54


LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 219341

Kansas City, MO 64121-9341

OVERNIGHT MAIL

MFS Service Center, Inc.

Suite 219341

430 W 7th Street

Kansas City, MO 64105-1407

 


Annual Report

August 31, 2020

 

LOGO

 

MFS® Low Volatility Equity Fund

 

LOGO

 

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 Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site 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.

 

LVU-ANN

 


MFS® Low Volatility Equity Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     11  
Statement of assets and liabilities     16  
Statement of operations     18  
Statements of changes in net assets     19  
Financial highlights     20  
Notes to financial statements     26  
Report of independent registered public accounting firm     36  
Trustees and officers     38  
Board review of investment advisory agreement     45  
Statement regarding liquidity risk management program     49  
Proxy voting policies and information     50  
Quarterly portfolio disclosure     50  
Further information     50  
Information about fund contracts and legal claims     50  
Federal tax information     50  
MFS® privacy notice     51  
Contact information     back cover  

 

The report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings in early 2020 as the coronavirus pandemic brought the global economy to a standstill for several months. Optimism over the

development of vaccines and therapeutics, along with a decline in cases in countries affected by the outbreak early on, brightened the economic and market outlook during the second quarter, as did the phased reopening of U.S. states. However, a great deal of uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when the risks are rising for a second wave of infection. Political uncertainty is heightened as well, as the pandemic has caused many jurisdictions in the United States to adopt mail-in voting for the first time, raising questions over whether ballots in the November elections will be counted as quickly as they have been in the past.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support, though in the United States some of those measures were allowed to lapse at the end of July as negotiators found themselves at an impasse over the scope of additional funding. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can also sow the seeds of instability. In the aftermath of the crisis, societal changes may be likely, as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to the responsible allocation of capital allow us to tune out the noise and uncover what we believe are the best, most durable investment opportunities in the market. Through our unique global investment platform, we combine collective expertise, thoughtful risk management, and long-term discipline to create sustainable value for investors.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

October 19, 2020

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

1


PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Microsoft Corp.     4.2%  
Eli Lilly & Co.     2.9%  
Costco Wholesale Corp.     2.9%  
Johnson & Johnson     2.8%  
Alphabet, Inc., “A”     2.7%  
Adobe Systems, Inc.     2.5%  
PepsiCo, Inc.     2.5%  
Mastercard, Inc., “A”     2.3%  
Starbucks Corp.     2.2%  
Danaher Corp.     2.2%  
GICS equity sectors (g)  
Information Technology     19.6%  
Health Care     16.9%  
Consumer Staples     12.3%  
Industrials     11.8%  
Communication Services     11.4%  
Financials     8.1%  
Utilities     6.7%  
Real Estate     6.2%  
Consumer Discretionary     5.8%  
Materials     0.6%  
 

 

 

(g)

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of August 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

2


MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2020, Class A shares of the MFS Low Volatility Equity Fund (fund) provided a total return of 7.64%, at net asset value. This compares with a return of 21.94% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index (S&P 500 Index).

Market Environment

Markets experienced an extraordinarily sharp selloff and in many cases an unusually rapid recovery late in the period. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the deepest, steepest, and possibly shortest recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and when vaccines or medicines will become available to prevent or treat it.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in a price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the United States also decreasing production, which – along with the gradual reopening of some major economies and the resultant boost in demand – helped stabilize the price of crude oil.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible average-inflation-targeting framework, which is expected to result in policy rates remaining at low levels for longer. In developed countries, monetary easing measures were complemented by large fiscal stimulus initiatives, although late in the period there was uncertainty surrounding the timing and scope of additional US recovery funding. Due to relatively manageable external liabilities and balances of payments in many countries, along with persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

As has often been the case in a crisis, market vulnerabilities have been revealed. For example, companies that have added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks have in many cases halted share repurchases and cut dividends, and some firms have been forced to recapitalize.

Detractors from Performance

Stock selection and an underweight position in the information technology sector detracted from performance relative to the S&P 500 Index. Within this sector, the

 

3


Management Review – continued

 

fund’s underweight positions in computer and personal electronics maker Apple and software giant Microsoft dampened relative results. Despite supply constraints for both the Apple Watch and Apple Airpods Pro, the share price of Apple was supported by stronger-than-anticipated revenues, driven by robust demand in its wearable technology and services segments paired with strong iPhone sales. In addition, not holding computer graphics processors maker NVIDIA, and holding shares of billing software company Amdocs (b), weakened relative returns.

Stock selection and an underweight position in the consumer discretionary sector also held back relative returns. Within this sector, an underweight position in internet retailer Amazon.com hindered relative results. The stock price of Amazon.com advanced, benefiting from strong e-commerce volumes as consumers adjusted to lockdowns in response to the COVID-19 pandemic. As a result, the company reported revenues ahead of expectations, partially offset by additional COVID-related operating costs. Additionally, the fund’s holdings of childcare and early education provider Bright Horizons (b)(h), and an overweight position in coffee and tea company Starbucks, held back relative returns.

Stock selection and an overweight position in the real estate sector weighed on relative results, led by holding shares of real estate investment trusts STORE Capital (b) and Spirit Realty Capital (b).

Elsewhere, an overweight position in insurance company MetLife detracted from relative returns.

Contributors to Performance

An underweight position in the energy sector contributed to relative results, led by an underweight position in shares of integrated energy company Chevron (h).

Stocks in other sectors that strengthened relative returns included not holding shares of aerospace company Boeing, global financial services firm JPMorgan, diversified entertainment company Walt Disney Company and global non-alcoholic beverage giant Coca-Cola, and the timing of the fund’s ownership in shares of diversified financial services firm Wells Fargo (h). The stock price of Boeing declined as the travel and airline industries came under intense pressure amidst the outbreak of the COVID-19 virus, which resulted in widespread travel restrictions across the globe and ultimately led the company to suspend production. In addition, the fund’s overweight positions in pharmaceutical company Eli Lilly, software company Adobe Systems and healthcare equipment manufacturer Danaher, and holding shares of real estate information, analytics and marketing services provider CoStar Group (b), further aided relative returns. The stock price of Eli Lilly appreciated after its management reported strong financial results and raised its forward guidance on accelerating sales of new products. As the COVID-19 virus spread worldwide, the company reaffirmed its financial guidance, which further supported the stock.

Respectfully,

Portfolio Manager(s)

Jim Fallon, Matt Krummell, Jonathan Sage, and Jed Stocks

 

(b)

Security is not a benchmark constituent.

(h)

Security was not held in the portfolio at period end.

 

4


Management Review – continued

 

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

5


PERFORMANCE SUMMARY THROUGH 8/31/20

The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of a Hypothetical $10,000 Investment (t)

 

LOGO

 

6


Performance Summary – continued

 

Total Returns through 8/31/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   Life (t)     
    A    12/05/13   7.64%   11.79%   10.63%    
    B    12/05/13   6.77%   10.94%   9.79%    
    C    12/05/13   6.75%   10.93%   9.80%    
    I    12/05/13   7.82%   12.04%   10.89%    
    R1    12/05/13   6.79%   10.94%   9.80%    
    R2    12/05/13   7.29%   11.51%   10.36%    
    R3    12/05/13   7.65%   11.77%   10.63%    
    R4    12/05/13   7.87%   12.05%   10.90%    
    R6    12/05/13   7.95%   12.17%   10.99%    
Comparative benchmark(s)                
     Standard & Poor’s 500 Stock Index (f)   21.94%   14.46%   12.70%     
Average annual with sales charge                
    A
With Initial Sales Charge (5.75%)
  1.45%   10.47%   9.66%    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  2.77%   10.67%   9.79%    
    C
With CDSC (1% for 12 months) (v)
  5.75%   10.93%   9.80%    

CDSC – Contingent Deferred Sales Charge.

Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.

(f)

Source: FactSet Research Systems Inc.

(t)

For the period from the class inception date through the stated period end. (See Notes to Performance Summary.)

(v)

Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

Standard & Poor’s 500 Stock Index – a market capitalization-weighted index of 500 widely held equity securities, designed to measure broad U.S. equity performance. “Standard & Poor’s®” and “S&P®” are registered trademarks of Standard & Poor’s 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 MFS. The S&P 500® is a product of S&P Dow Jones Indices LLC, and has been licensed for use by MFS. MFS’s 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).

It is not possible to invest directly in an index.

 

7


Performance Summary – continued

 

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

8


EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2020 through August 31, 2020

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2020 through August 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

9


Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/20
    Ending
Account Value
8/31/20
    Expenses
Paid During
Period (p)
3/01/20-8/31/20
 
A   Actual     0.89%       $1,000.00       $1,096.68       $4.69  
  Hypothetical (h)     0.89%       $1,000.00       $1,020.66       $4.52  
B   Actual     1.64%       $1,000.00       $1,092.72       $8.63  
  Hypothetical (h)     1.64%       $1,000.00       $1,016.89       $8.31  
C   Actual     1.64%       $1,000.00       $1,092.72       $8.63  
  Hypothetical (h)     1.64%       $1,000.00       $1,016.89       $8.31  
I   Actual     0.64%       $1,000.00       $1,097.96       $3.38  
  Hypothetical (h)     0.64%       $1,000.00       $1,021.92       $3.25  
R1   Actual     1.64%       $1,000.00       $1,092.81       $8.63  
  Hypothetical (h)     1.64%       $1,000.00       $1,016.89       $8.31  
R2   Actual     1.14%       $1,000.00       $1,095.59       $6.01  
  Hypothetical (h)     1.14%       $1,000.00       $1,019.41       $5.79  
R3   Actual     0.89%       $1,000.00       $1,097.12       $4.69  
  Hypothetical (h)     0.89%       $1,000.00       $1,020.66       $4.52  
R4   Actual     0.64%       $1,000.00       $1,098.52       $3.38  
  Hypothetical (h)     0.64%       $1,000.00       $1,021.92       $3.25  
R6   Actual     0.56%       $1,000.00       $1,098.95       $2.95  
  Hypothetical (h)     0.56%       $1,000.00       $1,022.32       $2.85  

 

(h)

5% class return per year before expenses.

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

 

10


PORTFOLIO OF INVESTMENTS

8/31/20

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

 

Issuer    Shares/Par     Value ($)  
Common Stocks - 99.4%               
Aerospace - 2.2%               
CACI International, Inc., “A” (a)      21,476     $ 5,029,464  
Honeywell International, Inc.      16,694       2,763,692  
Lockheed Martin Corp.      9,916       3,869,818  
Northrop Grumman Corp.      10,847       3,716,291  
    

 

 

 
             $ 15,379,265  
Business Services - 6.9%               
Accenture PLC, “A”      15,925     $ 3,820,885  
Amdocs Ltd.      235,731       14,433,809  
CoStar Group, Inc. (a)      13,630       11,566,418  
Fidelity National Information Services, Inc.      20,365       3,072,060  
Fiserv, Inc. (a)      26,609       2,649,724  
FleetCor Technologies, Inc. (a)      11,208       2,818,252  
Global Payments, Inc.      37,679       6,654,865  
Verisk Analytics, Inc., “A”      20,377       3,803,775  
    

 

 

 
             $ 48,819,788  
Cable TV - 3.8%               
Cable One, Inc.      5,993     $ 11,029,098  
Charter Communications, Inc., “A” (a)      16,738       10,304,080  
Comcast Corp., “A”      134,179       6,012,561  
    

 

 

 
             $ 27,345,739  
Computer Software - 7.2%               
Adobe Systems, Inc. (a)      34,644     $ 17,785,883  
Microsoft Corp.      133,792       30,174,110  
Oracle Corp.      62,156       3,556,566  
    

 

 

 
             $ 51,516,559  
Computer Software - Systems - 1.0%               
Apple, Inc.      56,132     $ 7,243,273  
Construction - 1.4%               
AvalonBay Communities, Inc., REIT      34,214     $ 5,407,865  
Mid-America Apartment Communities, Inc., REIT      37,276       4,365,765  
    

 

 

 
             $ 9,773,630  
Consumer Products - 1.9%               
Procter & Gamble Co.      100,106     $ 13,847,663  

 

11


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Electrical Equipment - 2.3%               
AMETEK, Inc.      32,953     $ 3,318,367  
Johnson Controls International PLC      115,065       4,686,597  
TE Connectivity Ltd.      87,941       8,495,101  
    

 

 

 
             $ 16,500,065  
Electronics - 1.3%               
Texas Instruments, Inc.      65,101     $ 9,254,107  
Food & Beverages - 6.5%               
General Mills, Inc.      149,646     $ 9,569,862  
Ingredion, Inc.      126,843       10,203,251  
J.M. Smucker Co.      30,242       3,634,484  
Mondelez International, Inc.      85,405       4,989,360  
PepsiCo, Inc.      125,921       17,636,495  
    

 

 

 
             $ 46,033,452  
Food & Drug Stores - 1.0%               
Wal-Mart Stores, Inc.      51,548     $ 7,157,440  
Insurance - 6.4%               
Allstate Corp.      64,171     $ 5,967,903  
AON PLC      39,517       7,903,005  
Chubb Ltd.      48,369       6,046,125  
Everest Re Group Ltd.      46,666       10,270,253  
Hartford Financial Services Group, Inc.      126,031       5,097,954  
MetLife, Inc.      265,555       10,213,245  
    

 

 

 
             $ 45,498,485  
Internet - 5.0%               
Alphabet, Inc., “A” (a)      11,876     $ 19,352,298  
Alphabet, Inc., “C” (a)      7,055       11,529,140  
Facebook, Inc., “A” (a)      16,624       4,874,157  
    

 

 

 
             $ 35,755,595  
Leisure & Toys - 0.5%               
Electronic Arts, Inc. (a)      25,444     $ 3,548,675  
Machinery & Tools - 3.6%               
AGCO Corp.      110,861     $ 7,882,217  
Eaton Corp. PLC      101,356       10,348,448  
Illinois Tool Works, Inc.      16,981       3,354,597  
Roper Technologies, Inc.      8,608       3,677,251  
    

 

 

 
             $ 25,262,513  

 

12


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Major Banks - 0.6%               
PNC Financial Services Group, Inc.      35,857     $ 3,987,298  
Medical & Health Technology & Services - 0.7%               
McKesson Corp.      32,984     $ 5,061,065  
Medical Equipment - 6.0%               
Danaher Corp.      76,007     $ 15,693,165  
Medtronic PLC      98,785       10,616,424  
STERIS PLC      77,386       12,353,901  
Thermo Fisher Scientific, Inc.      9,054       3,883,985  
    

 

 

 
             $ 42,547,475  
Natural Gas - Distribution - 0.5%               
Sempra Energy      28,497     $ 3,523,654  
Network & Telecom - 0.4%               
Motorola Solutions, Inc.      19,156     $ 2,964,391  
Other Banks & Diversified Financials - 3.5%               
Mastercard, Inc., “A”      45,279     $ 16,218,485  
U.S. Bancorp      93,332       3,397,285  
Visa, Inc., “A”      26,539       5,626,002  
    

 

 

 
             $ 25,241,772  
Pharmaceuticals - 10.2%               
AbbVie, Inc.      32,245     $ 3,088,104  
Eli Lilly & Co.      141,265       20,962,314  
Johnson & Johnson      127,832       19,610,707  
Merck & Co., Inc.      129,427       11,036,240  
Pfizer, Inc.      297,014       11,224,159  
Zoetis, Inc.      43,193       6,915,199  
    

 

 

 
             $ 72,836,723  
Pollution Control - 3.5%               
Republic Services, Inc.      30,627     $ 2,839,735  
Waste Connections, Inc.      155,095       15,514,153  
Waste Management, Inc.      55,711       6,351,054  
    

 

 

 
             $ 24,704,942  
Printing & Publishing - 0.6%               
S&P Global, Inc.      12,614     $ 4,622,022  
Real Estate - 4.9%               
Extra Space Storage, Inc., REIT      27,821     $ 2,964,328  
Public Storage, Inc., REIT      26,578       5,645,167  

 

13


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Real Estate - continued               
Spirit Realty Capital, Inc., REIT      203,711     $ 7,233,778  
STAG Industrial, Inc., REIT      83,105       2,684,292  
STORE Capital Corp., REIT      129,434       3,499,895  
Sun Communities, Inc., REIT      19,477       2,903,631  
W.P. Carey, Inc., REIT      138,871       9,633,481  
    

 

 

 
             $ 34,564,572  
Restaurants - 2.7%               
McDonald’s Corp.      16,346     $ 3,490,198  
Starbucks Corp.      187,441       15,833,141  
    

 

 

 
             $ 19,323,339  
Specialty Chemicals - 0.6%               
Ecolab, Inc.      21,294     $ 4,196,622  
Specialty Stores - 6.0%               
Amazon.com, Inc. (a)      3,790     $ 13,079,138  
Costco Wholesale Corp.      59,229       20,591,554  
Target Corp.      57,674       8,720,886  
    

 

 

 
             $ 42,391,578  
Telecommunications - Wireless - 0.9%               
T-Mobile USA, Inc. (a)      54,056     $ 6,307,254  
Telephone Services - 1.1%               
AT&T, Inc.      89,902     $ 2,679,979  
Verizon Communications, Inc.      92,604       5,488,639  
    

 

 

 
             $ 8,168,618  
Utilities - Electric Power - 6.2%               
American Electric Power Co., Inc.      42,835     $ 3,376,683  
Avangrid, Inc.      50,303       2,416,556  
DTE Energy Co.      29,235       3,469,317  
Duke Energy Corp.      74,029       5,947,490  
Evergy, Inc.      77,310       4,114,438  
Exelon Corp.      65,427       2,414,911  
NextEra Energy, Inc.      44,803       12,507,653  
Xcel Energy, Inc.      141,218       9,811,121  
    

 

 

 
             $ 44,058,169  
Total Common Stocks (Identified Cost, $597,020,734)            $ 707,435,743  

 

14


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Investment Companies (h) - 0.4%               
Money Market Funds - 0.4%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $3,082,282)
     3,082,282     $ 3,082,282  
Other Assets, Less Liabilities - 0.2%           1,190,267  
Net Assets - 100.0%            $ 711,708,292  

 

(a)

Non-income producing security.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $3,082,282 and $707,435,743, respectively.

(v)

Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

15


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/20

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

Assets         

Investments in unaffiliated issuers, at value (identified cost, $597,020,734)

     $707,435,743  

Investments in affiliated issuers, at value (identified cost, $3,082,282)

     3,082,282  
Receivables for   

Fund shares sold

     1,387,935  

Dividends

     1,162,471  

Other assets

     538  

Total assets

     $713,068,969  
Liabilities         

Payables for

  

Fund shares reacquired

     $1,034,944  

Payable to affiliates

  

Investment adviser

     39,785  

Administrative services fee

     1,130  

Shareholder servicing costs

     157,702  

Distribution and service fees

     7,189  

Payable for independent Trustees’ compensation

     12  

Accrued expenses and other liabilities

     119,915  

Total liabilities

     $1,360,677  

Net assets

     $711,708,292  
Net assets consist of         

Paid-in capital

     $628,478,688  

Total distributable earnings (loss)

     83,229,604  

Net assets

     $711,708,292  

Shares of beneficial interest outstanding

     41,053,555  

 

16


Statement of Assets and Liabilities – continued

 

     Net assets      Shares
outstanding
     Net asset value
per share (a)
 

Class A

     $135,199,315        7,806,211        $17.32  

Class B

     2,197,687        127,081        17.29  

Class C

     29,428,879        1,708,520        17.22  

Class I

     464,427,768        26,778,958        17.34  

Class R1

     339,900        19,611        17.33  

Class R2

     531,238        30,544        17.39  

Class R3

     573,436        32,997        17.38  

Class R4

     81,014        4,667        17.36  

Class R6

     78,929,055        4,544,966        17.37  

 

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $18.38 [100 / 94.25 x $17.32]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

17


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/20

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Net investment income (loss)         

Income

  

Dividends

     $11,314,851  

Dividends from affiliated issuers

     55,473  

Other

     11,984  

Foreign taxes withheld

     (17,123

Total investment income

     $11,365,185  

Expenses

  

Management fee

     $2,841,761  

Distribution and service fees

     581,137  

Shareholder servicing costs

     466,689  

Administrative services fee

     86,203  

Independent Trustees’ compensation

     11,759  

Custodian fee

     33,832  

Shareholder communications

     51,299  

Audit and tax fees

     52,578  

Legal fees

     5,309  

Registration fees

     195,539  

Miscellaneous

     36,864  

Total expenses

     $4,362,970  

Reduction of expenses by investment adviser and distributor

     (184,514

Net expenses

     $4,178,456  

Net investment income (loss)

     $7,186,729  
Realized and unrealized gain (loss)         
Realized gain (loss) (identified cost basis)   

Unaffiliated issuers

     $(27,666,559

Affiliated issuers

     (4,911

Foreign currency

     24  

Net realized gain (loss)

     $(27,671,446
Change in unrealized appreciation or depreciation   

Unaffiliated issuers

     $71,118,959  

Affiliated issuers

     (264

Net unrealized gain (loss)

     $71,118,695  

Net realized and unrealized gain (loss)

     $43,447,249  

Change in net assets from operations

     $50,633,978  

See Notes to Financial Statements

 

18


Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     8/31/20      8/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $7,186,729        $2,128,879  

Net realized gain (loss)

     (27,671,446      567,571  

Net unrealized gain (loss)

     71,118,695        22,926,394  

Change in net assets from operations

     $50,633,978        $25,622,844  

Total distributions to shareholders

     $(7,089,150      $(4,818,533

Change in net assets from fund share transactions

     $280,489,527        $269,731,498  

Total change in net assets

     $324,034,355        $290,535,809  
Net assets                  

At beginning of period

     387,673,937        97,138,128  

At end of period

     $711,708,292        $387,673,937  

See Notes to Financial Statements

 

19


Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Class A    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.28       $15.05       $13.77       $12.56       $11.12  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.18       $0.18       $0.18       $0.16       $0.15  

Net realized and unrealized gain (loss)

     1.04       1.68       1.47       1.23       1.49  

Total from investment operations

     $1.22       $1.86       $1.65       $1.39       $1.64  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.16     $(0.17     $(0.18     $(0.15     $(0.11

From net realized gain

     (0.02     (0.46     (0.19     (0.03     (0.09

Total distributions declared to shareholders

     $(0.18     $(0.63     $(0.37     $(0.18     $(0.20

Net asset value, end of period (x)

     $17.32       $16.28       $15.05       $13.77       $12.56  

Total return (%) (r)(s)(t)(x)

     7.64       13.23       12.14       11.18       14.87  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.92       1.05       1.16       1.33       1.65  

Expenses after expense reductions (f)

     0.89       0.89       0.88       1.16       1.19  

Net investment income (loss)

     1.11       1.22       1.25       1.19       1.25  

Portfolio turnover

     34       28       30       36       38  

Net assets at end of period (000 omitted)

     $135,199       $85,022       $41,177       $39,568       $29,508  

See Notes to Financial Statements

 

20


Financial Highlights – continued

 

Class B    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.25       $15.02       $13.74       $12.53       $11.10  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.06       $0.07       $0.07       $0.06       $0.06  

Net realized and unrealized gain (loss)

     1.03       1.68       1.47       1.23       1.48  

Total from investment operations

     $1.09       $1.75       $1.54       $1.29       $1.54  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.03     $(0.06     $(0.07     $(0.05     $(0.02

From net realized gain

     (0.02     (0.46     (0.19     (0.03     (0.09

Total distributions declared to shareholders

     $(0.05     $(0.52     $(0.26     $(0.08     $(0.11

Net asset value, end of period (x)

     $17.29       $16.25       $15.02       $13.74       $12.53  

Total return (%) (r)(s)(t)(x)

     6.77       12.41       11.32       10.36       13.96  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.67       1.81       1.91       2.08       2.42  

Expenses after expense reductions (f)

     1.64       1.64       1.64       1.92       1.95  

Net investment income (loss)

     0.35       0.48       0.50       0.43       0.49  

Portfolio turnover

     34       28       30       36       38  

Net assets at end of period (000 omitted)

     $2,198       $2,558       $2,211       $2,081       $1,885  
Class C    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.20       $14.98       $13.70       $12.50       $11.09  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.06       $0.07       $0.07       $0.06       $0.06  

Net realized and unrealized gain (loss)

     1.03       1.67       1.48       1.23       1.48  

Total from investment operations

     $1.09       $1.74       $1.55       $1.29       $1.54  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.05     $(0.06     $(0.08     $(0.06     $(0.04

From net realized gain

     (0.02     (0.46     (0.19     (0.03     (0.09

Total distributions declared to shareholders

     $(0.07     $(0.52     $(0.27     $(0.09     $(0.13

Net asset value, end of period (x)

     $17.22       $16.20       $14.98       $13.70       $12.50  

Total return (%) (r)(s)(t)(x)

     6.75       12.40       11.36       10.36       13.91  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.67       1.81       1.91       2.08       2.31  

Expenses after expense reductions (f)

     1.64       1.64       1.64       1.92       1.95  

Net investment income (loss)

     0.35       0.47       0.50       0.43       0.48  

Portfolio turnover

     34       28       30       36       38  

Net assets at end of period (000 omitted)

     $29,429       $21,859       $13,942       $12,422       $9,977  

See Notes to Financial Statements

 

21


Financial Highlights – continued

 

Class I    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.31       $15.07       $13.78       $12.57       $11.14  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.22       $0.23       $0.21       $0.19       $0.18  

Net realized and unrealized gain (loss)

     1.03       1.68       1.49       1.23       1.48  

Total from investment operations

     $1.25       $1.91       $1.70       $1.42       $1.66  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.20     $(0.21     $(0.22     $(0.18     $(0.14

From net realized gain

     (0.02     (0.46     (0.19     (0.03     (0.09

Total distributions declared to shareholders

     $(0.22     $(0.67     $(0.41     $(0.21     $(0.23

Net asset value, end of period (x)

     $17.34       $16.31       $15.07       $13.78       $12.57  

Total return (%) (r)(s)(t)(x)

     7.82       13.55       12.49       11.44       15.05  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.67       0.78       0.91       1.07       1.20  

Expenses after expense reductions (f)

     0.64       0.64       0.64       0.92       0.95  

Net investment income (loss)

     1.35       1.46       1.50       1.47       1.51  

Portfolio turnover

     34       28       30       36       38  

Net assets at end of period (000 omitted)

     $464,428       $246,245       $30,751       $21,814       $16,123  
Class R1    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.29       $15.06       $13.77       $12.57       $11.12  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.05       $0.07       $0.07       $0.05       $0.06  

Net realized and unrealized gain (loss)

     1.05       1.68       1.48       1.24       1.49  

Total from investment operations

     $1.10       $1.75       $1.55       $1.29       $1.55  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.04     $(0.06     $(0.07     $(0.06     $(0.01

From net realized gain

     (0.02     (0.46     (0.19     (0.03     (0.09

Total distributions declared to shareholders

     $(0.06     $(0.52     $(0.26     $(0.09     $(0.10

Net asset value, end of period (x)

     $17.33       $16.29       $15.06       $13.77       $12.57  

Total return (%) (r)(s)(t)(x)

     6.79       12.37       11.36       10.33       13.96  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.67       1.81       1.91       2.07       2.56  

Expenses after expense reductions (f)

     1.64       1.64       1.64       1.91       1.95  

Net investment income (loss)

     0.34       0.48       0.49       0.41       0.48  

Portfolio turnover

     34       28       30       36       38  

Net assets at end of period (000 omitted)

     $340       $164       $136       $108       $57  

See Notes to Financial Statements

 

22


Financial Highlights – continued

 

Class R2    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.36       $15.12       $13.83       $12.61       $11.13  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.14       $0.15       $0.14       $0.12       $0.12  

Net realized and unrealized gain (loss)

     1.04       1.68       1.49       1.25       1.49  

Total from investment operations

     $1.18       $1.83       $1.63       $1.37       $1.61  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.13     $(0.13     $(0.15     $(0.12     $(0.04

From net realized gain

     (0.02     (0.46     (0.19     (0.03     (0.09

Total distributions declared to shareholders

     $(0.15     $(0.59     $(0.34     $(0.15     $(0.13

Net asset value, end of period (x)

     $17.39       $16.36       $15.12       $13.83       $12.61  

Total return (%) (r)(s)(t)(x)

     7.29       12.94       11.93       10.93       14.57  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.17       1.30       1.42       1.58       2.07  

Expenses after expense reductions (f)

     1.14       1.14       1.14       1.42       1.45  

Net investment income (loss)

     0.86       0.98       1.01       0.91       0.98  

Portfolio turnover

     34       28       30       36       38  

Net assets at end of period (000 omitted)

     $531       $368       $156       $74       $53  
Class R3    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.34       $15.10       $13.81       $12.59       $11.14  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.18       $0.19       $0.18       $0.15       $0.15  

Net realized and unrealized gain (loss)

     1.05       1.68       1.48       1.25       1.48  

Total from investment operations

     $1.23       $1.87       $1.66       $1.40       $1.63  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.17     $(0.17     $(0.18     $(0.15     $(0.09

From net realized gain

     (0.02     (0.46     (0.19     (0.03     (0.09

Total distributions declared to shareholders

     $(0.19     $(0.63     $(0.37     $(0.18     $(0.18

Net asset value, end of period (x)

     $17.38       $16.34       $15.10       $13.81       $12.59  

Total return (%) (r)(s)(t)(x)

     7.65       13.24       12.18       11.22       14.72  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.93       1.05       1.16       1.33       1.82  

Expenses after expense reductions (f)

     0.89       0.89       0.89       1.17       1.20  

Net investment income (loss)

     1.15       1.22       1.25       1.18       1.23  

Portfolio turnover

     34       28       30       36       38  

Net assets at end of period (000 omitted)

     $573       $100       $67       $59       $53  

See Notes to Financial Statements

 

23


Financial Highlights – continued

 

Class R4    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.32       $15.08       $13.79       $12.58       $11.14  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.22       $0.22       $0.21       $0.19       $0.17  

Net realized and unrealized gain (loss)

     1.04       1.69       1.49       1.23       1.49  

Total from investment operations

     $1.26       $1.91       $1.70       $1.42       $1.66  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.20     $(0.21     $(0.22     $(0.18     $(0.13

From net realized gain

     (0.02     (0.46     (0.19     (0.03     (0.09

Total distributions declared to shareholders

     $(0.22     $(0.67     $(0.41     $(0.21     $(0.22

Net asset value, end of period (x)

     $17.36       $16.32       $15.08       $13.79       $12.58  

Total return (%) (r)(s)(t)(x)

     7.87       13.53       12.48       11.42       15.08  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.67       0.81       0.91       1.08       1.57  

Expenses after expense reductions (f)

     0.64       0.64       0.64       0.92       0.95  

Net investment income (loss)

     1.35       1.48       1.50       1.42       1.48  

Portfolio turnover

     34       28       30       36       38  

Net assets at end of period (000 omitted)

     $81       $75       $66       $59       $53  
Class R6    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.32       $15.09       $13.80       $12.58       $11.14  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.23       $0.23       $0.23       $0.18       $0.18  

Net realized and unrealized gain (loss)

     1.05       1.68       1.48       1.27       1.50  

Total from investment operations

     $1.28       $1.91       $1.71       $1.45       $1.68  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.21     $(0.22     $(0.23     $(0.20     $(0.15

From net realized gain

     (0.02     (0.46     (0.19     (0.03     (0.09

Total distributions declared to shareholders

     $(0.23     $(0.68     $(0.42     $(0.23     $(0.24

Net asset value, end of period (x)

     $17.37       $16.32       $15.09       $13.80       $12.58  

Total return (%) (r)(s)(t)(x)

     8.02       13.56       12.57       11.61       15.21  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.59       0.71       0.82       0.97       1.36  

Expenses after expense reductions (f)

     0.56       0.56       0.54       0.78       0.88  

Net investment income (loss)

     1.45       1.53       1.60       1.38       1.53  

Portfolio turnover

     34       28       30       36       38  

Net assets at end of period (000 omitted)

     $78,929       $31,283       $8,632       $6,515       $1,693  

See Notes to Financial Statements

 

24


Financial Highlights – continued

 

(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.

See Notes to Financial Statements

 

25


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Low Volatility Equity Fund (the fund) is a diversified series of MFS Series Trust I (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or

 

26


Notes to Financial Statements – continued

 

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. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. 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. In determining values, 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 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 the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser 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 floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser 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 foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt 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. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser 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.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the

 

27


Notes to Financial Statements – continued

 

significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities      $707,435,743        $—        $—        $707,435,743  
Mutual Funds      3,082,282                      3,082,282  
Total      $710,518,025        $—        $—        $710,518,025  

For further information regarding security characteristics, see the Portfolio of Investments.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries

 

28


Notes to Financial Statements – continued

 

in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to wash sale loss deferrals.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
Ordinary income (including any
short-term capital gains)
     $6,410,990        $2,003,416  
Long-term capital gains      678,160        2,815,117  
Total distributions      $7,089,150        $4,818,533  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 8/31/20       
Cost of investments      $606,423,746  
Gross appreciation      117,587,939  
Gross depreciation      (13,493,660
Net unrealized appreciation (depreciation)      $104,094,279  
Undistributed ordinary income      1,448,103  
Capital loss carryforwards      (22,312,778

As of August 31, 2020, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(22,312,778

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. Class C shares will convert to Class A shares

 

29


Notes to Financial Statements – continued

 

approximately ten years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year
ended
8/31/20
     Year
ended
8/31/19
 
Class A      $1,259,540        $1,941,936  
Class B      8,076        78,678  
Class C      114,106        519,468  
Class I      4,857,764        1,788,527  
Class R1      898        4,789  
Class R2      3,903        6,328  
Class R3      4,643        2,871  
Class R4      1,014        2,945  
Class R6      839,206        472,991  
Total      $7,089,150        $4,818,533  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.50
In excess of $1 billion and up to $2.5 billion      0.475
In excess of $2.5 billion      0.45

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 year ended August 31, 2020, this management fee reduction amounted to $60,818, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.49% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total fund operating expenses do not exceed the following rates annually of each class’s average daily net assets:

 

Classes  
A   B     C     I     R1     R2     R3     R4     R6  
0.89%     1.64%       1.64%       0.64%       1.64%       1.14%       0.89%       0.64%       0.57%  

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2021. For the year ended August 31, 2020, this reduction amounted to $122,744, which is included in the reduction of total expenses in the Statement of Operations.

 

30


Notes to Financial Statements – continued

 

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $114,175 for the year ended August 31, 2020, as its portion of the initial sales charge on sales of Class A shares of the fund.

The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule 12b-1 of the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.25%        $282,211  
Class B      0.75%        0.25%        1.00%        1.00%        23,545  
Class C      0.75%        0.25%        1.00%        1.00%        269,798  
Class R1      0.75%        0.25%        1.00%        1.00%        2,415  
Class R2      0.25%        0.25%        0.50%        0.50%        2,171  
Class R3             0.25%        0.25%        0.25%        997  
Total Distribution and Service Fees

 

           $581,137  

 

(d)

In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2020 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2020, this rebate amounted to $940, $8, and $4 for Class A, Class B, and Class C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2020, were as follows:

 

     Amount  
Class A      $3,620  
Class B      4,312  
Class C      10,200  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as

 

31


Notes to Financial Statements – continued

 

determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2020, the fee was $24,808, which equated to 0.0044% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $441,881.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.0152% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

On September 16, 2019, MFS purchased 867 shares of Class I for an aggregate amount of $14,162.

At August 31, 2020, MFS held approximately 100% of the outstanding shares of Class R4.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended August 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $512,489 and $144,661, respectively. The sales transactions resulted in net realized gains (losses) of $(16,136).

The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended August 31, 2020, this reimbursement amounted to $11,984, which is included in “Other” income in the Statement of Operations.

 

32


Notes to Financial Statements – continued

 

(4) Portfolio Securities

For the year ended August 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $484,567,495 and $188,339,031, respectively.

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     4,468,100        $71,643,199        3,235,271        $48,902,099  

Class B

     3,641        59,763        23,122        339,299  

Class C

     728,406        11,722,623        647,279        9,609,566  

Class I

     21,568,779        344,288,587        15,531,431        243,089,354  

Class R1

     10,062        164,912        1,739        27,454  

Class R2

     11,025        176,500        11,703        189,116  

Class R3

     31,934        539,974        1,477        22,634  

Class R4

     1        12                

Class R6

     3,871,893        61,898,410        1,485,520        22,946,373  
     30,693,841        $490,493,980        20,937,542        $325,125,895  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     80,918        $1,257,661        141,448        $1,933,913  

Class B

     504        8,040        5,642        75,618  

Class C

     7,205        114,052        38,814        519,165  

Class I

     311,665        4,854,910        127,726        1,787,923  

Class R1

     57        898        356        4,789  

Class R2

     249        3,903        464        6,328  

Class R3

     303        4,643        210        2,871  

Class R4

     65        1,014        214        2,944  

Class R6

     51,280        790,978        28,277        392,678  
     452,246        $7,036,099        343,151        $4,726,229  
Shares reacquired

 

        

Class A

     (1,963,811      $(30,771,313      (890,885      $(13,424,228

Class B

     (34,460      (530,783      (18,557      (280,249

Class C

     (376,716      (5,835,567      (267,226      (4,024,024

Class I

     (10,203,475      (159,682,355      (2,597,814      (39,783,835

Class R1

     (567      (7,918      (1,095      (17,588

Class R2

     (3,224      (51,662      (15      (235

Class R3

     (5,364      (80,611      (1      (10

Class R6

     (1,294,460      (20,080,343      (169,611      (2,590,457
     (13,882,077      $(217,040,552      (3,945,204      $(60,120,626

 

33


Notes to Financial Statements – continued

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Net change

 

        

Class A

     2,585,207        $42,129,547        2,485,834        $37,411,784  

Class B

     (30,315      (462,980      10,207        134,668  

Class C

     358,895        6,001,108        418,867        6,104,707  

Class I

     11,676,969        189,461,142        13,061,343        205,093,442  

Class R1

     9,552        157,892        1,000        14,655  

Class R2

     8,050        128,741        12,152        195,209  

Class R3

     26,873        464,006        1,686        25,495  

Class R4

     66        1,026        214        2,944  

Class R6

     2,628,713        42,609,045        1,344,186        20,748,594  
     17,264,010        $280,489,527        17,335,489        $269,731,498  

Class T shares were not publicly available for sale during the period. Please see the fund’s prospectus for details.

Effective June 1, 2019, purchases of the fund’s Class B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended August 31, 2020, the fund’s commitment fee and interest expense were $2,706 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

34


Notes to Financial Statements – continued

 

(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $2,645,173       $229,602,443       $229,160,159       $(4,911     $(264     $3,082,282  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

          $55,473       $—  

(8) Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and 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. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

(9) Subsequent Event

On October 2, 2020, the fund announced that effective December 21, 2020, the time period will be shortened for the automatic conversion of Class C shares to Class A of the same fund, from approximately ten years to approximately eight years after purchase. On or about December 21, 2020 any Class C shares that have an original purchase date of December 31, 2012 or earlier will automatically convert to Class A shares of the same fund. Please see the fund’s prospectus for details.

 

35


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS Low Volatility Equity Fund and the Board of Trustees of MFS Series Trust I

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Low Volatility Equity Fund (the “Fund”) (one of the funds constituting MFS Series Trust I (the “Trust”)), including the portfolio of investments, as of August 31, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting MFS Series Trust I) at August 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian and others. Our audits also included evaluating the

 

36


Report of Independent Registered Public Accounting Firm – continued

 

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more MFS investment companies since 1993.

Boston, Massachusetts

October 19, 2020

 

37


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 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.

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of

MFS Funds

overseen

by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k) (age 56)   Trustee   February 2004   133   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)   N/A

Robin A. Stelmach (k)

(age 59)

  Trustee   January 2014   133  

Massachusetts Financial

Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)

  N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 65)

  Trustee and Chair of Trustees   January 2009   133   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   133   Private investor; Financial Accounting Standards Advisory Council, Chairman (2014-2015)   N/A

 

38


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

John A. Caroselli

(age 66)

  Trustee   March 2017   133   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   133   Private investor   N/A

Peter D. Jones

(age 65)

  Trustee   January 2019   133   Private investor; Franklin Templeton Institutional, LLC (investment management), Chairman (since June 30, 2020); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

39


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

James W. Kilman, Jr.

(age 59)

  Trustee   January 2019   133   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.

(age 64)

  Trustee   March 2017   133   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   133   Private investor   N/A

Laurie J. Thomsen

(age 63)

  Trustee   March 2005   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

40


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

OFFICERS        

Christopher R. Bohane (k)

(age 46)

  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   133   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   133   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   133   Massachusetts Financial Services Company, Senior Vice President

 

41


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   133   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 (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel

Susan A. Pereira (k)

(age 49)

  Assistant
Secretary and Assistant Clerk
  July 2005   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 49)

  Assistant Treasurer   September 2012   133   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 45)

  Assistant Secretary and Assistant Clerk   October 2014   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

 

42


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015)

James O. Yost (k)

(age 60)

  Treasurer   September 1990   133   Massachusetts Financial Services Company, Senior Vice President

 

(h)

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.

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

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 Funds 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 Board’s 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).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

 

43


Trustees and Officers – continued

 

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser   Custodian

Massachusetts Financial Services Company
111 Huntington Avenue

Boston, MA 02199-7618

 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm

MFS Fund Distributors, Inc.
111 Huntington Avenue

Boston, MA 02199-7618

 

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Manager(s)  

Jim Fallon

Matt Krummell

Jonathan Sage

Jed Stocks

 

 

44


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Low Volatility Equity Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the

 

45


Board Review of Investment Advisory Agreement – continued

 

Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 4th quintile for the one-year period and the 3rd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the five-, three- and one-year periods ended December 31, 2019.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information

 

46


Board Review of Investment Advisory Agreement – continued

 

provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was lower than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the

 

47


Board Review of Investment Advisory Agreement – continued

 

Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

48


STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

The fund has adopted and implemented a liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The fund’s Board of Trustees (the “Board”) has designated MFS as the administrator of the Program. The Program is reasonably designed to assess and manage the liquidity risk of the fund. Liquidity risk is the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests.

MFS provided a written report to the Board for consideration at its April 2020 meeting that addressed the operation of the Program and provided an assessment of the adequacy and effectiveness of the Program during the period from the adoption of the Program on December 1, 2018 to December 31, 2019 (the “Covered Period”). The report concluded that during the Covered Period the Program had operated effectively and had adequately and effectively been implemented to assess and manage the fund’s liquidity risk. MFS also reported that there were no liquidity events that impacted the fund or its ability to timely meet redemptions without dilution to existing shareholders during the Covered Period.

There can be no assurance that the Program will achieve its objectives in the future. Further information on liquidity risk, and other principal risks to which an investment in the fund may be subject, can be found in the prospectus.

 

49


PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders 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.

Under the Trust’s 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.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2020 income tax forms in January 2021. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates the maximum amount allowable as qualified dividend income eligible to be taxed at the same rate as long-term capital gain.

The fund designates $746,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 100% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

The fund designates the maximum amount allowable as Section 199A dividends as defined in Proposed Treasury Regulation §1.199A-3(d).

 

50


rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

51


Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

52


LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 219341

Kansas City, MO 64121-9341

OVERNIGHT MAIL

MFS Service Center, Inc.

Suite 219341

430 W 7th Street

Kansas City, MO 64105-1407

 


Annual Report

August 31, 2020

 

LOGO

 

MFS® New Discovery Fund

 

LOGO

 

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 Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site 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.

 

NDF-ANN

 


MFS® New Discovery Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     11  
Statement of assets and liabilities     17  
Statement of operations     19  
Statements of changes in net assets     20  
Financial highlights     21  
Notes to financial statements     27  
Report of independent registered public accounting firm     39  
Trustees and officers     41  
Board review of investment advisory agreement     48  
Statement regarding liquidity risk management program     52  
Proxy voting policies and information     53  
Quarterly portfolio disclosure     53  
Further information     53  
Information about fund contracts and legal claims     53  
Federal tax information     53  
MFS® privacy notice     54  
Contact information     back cover  

 

The report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings in early 2020 as the coronavirus pandemic brought the global economy to a standstill for several months. Optimism over the

development of vaccines and therapeutics, along with a decline in cases in countries affected by the outbreak early on, brightened the economic and market outlook during the second quarter, as did the phased reopening of U.S. states. However, a great deal of uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when the risks are rising for a second wave of infection. Political uncertainty is heightened as well, as the pandemic has caused many jurisdictions in the United States to adopt mail-in voting for the first time, raising questions over whether ballots in the November elections will be counted as quickly as they have been in the past.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support, though in the United States some of those measures were allowed to lapse at the end of July as negotiators found themselves at an impasse over the scope of additional funding. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can also sow the seeds of instability. In the aftermath of the crisis, societal changes may be likely, as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to the responsible allocation of capital allow us to tune out the noise and uncover what we believe are the best, most durable investment opportunities in the market. Through our unique global investment platform, we combine collective expertise, thoughtful risk management, and long-term discipline to create sustainable value for investors.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

October 19, 2020

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

1


PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings

 

Rapid7, Inc.     2.3%  
PRA Health Sciences, Inc.     2.1%  
QTS Realty Trust, Inc., REIT, “A”     2.1%  
CACI International, Inc., “A”     1.9%  
Q2 Holdings, Inc.     1.7%  
Ping Identity Holding Corp.     1.7%  
WNS (Holdings) Ltd., ADR     1.7%  
Pagerduty, Inc.     1.7%  
Everbridge, Inc.     1.6%  
STAG Industrial, Inc., REIT     1.6%  
GICS equity sectors (g)

 

Health Care     28.1%  
Information Technology     25.8%  
Industrials     12.0%  
Financials     7.6%  
Consumer Discretionary     7.3%  
Real Estate     7.0%  
Materials     4.7%  
Consumer Staples     1.5%  
Communication Services     1.1%  
Energy     0.2%  
 

 

 

(g)

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of August 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

2


MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2020, Class A shares of the MFS New Discovery Fund (fund) provided a total return of 27.51%, at net asset value. This compares with a return of 17.28% for the fund’s benchmark, the Russell 2000® Growth Index.

Market Environment

Markets experienced an extraordinarily sharp selloff and in many cases an unusually rapid recovery late in the period. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the deepest, steepest, and possibly shortest recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and when vaccines or medicines will become available to prevent or treat it.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in a price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the United States also decreasing production, which – along with the gradual reopening of some major economies and the resultant boost in demand – helped stabilize the price of crude oil.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible average-inflation-targeting framework, which is expected to result in policy rates remaining at low levels for longer. In developed countries, monetary easing measures were complemented by large fiscal stimulus initiatives, although late in the period there was uncertainty surrounding the timing and scope of additional US recovery funding. Due to relatively manageable external liabilities and balances of payments in many countries, along with persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

As has often been the case in a crisis, market vulnerabilities have been revealed. For example, companies that have added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks have in many cases halted share repurchases and cut dividends, and some firms have been forced to recapitalize.

Contributors to Performance

Stock selection in both the health care and information technology sectors contributed to performance relative to the Russell 2000® Growth Index. Within the health care

 

3


Management Review – continued

 

sector, the fund’s overweight positions in digital health care platform provider Livongo Health, clinical-stage immuno-oncology company Forty Seven (h), diagnostic healthcare products manufacturer Quidel, life science logistics solutions provider CryoPort and cardiac arrhythmias diagnostic solutions provider iRhythm Technologies boosted relative performance. The share price of Livongo Health appreciated after the company announced better-than-expected sales results, a record number of client acquisitions and a strong new-business pipeline. Additionally, telehealthcare services provider Teladoc announced it had entered into a definitive agreement to merge with Livongo Health, which has been well received by the markets, as Teladoc expects to drive sales by referring primary care patients to the Livongo Health platform. Within the information technology sector, an overweight position in event management and enterprise safety software developer Everbridge, and the fund’s holdings of cloud-based electronic signature solutions provider DocuSign (b)(h), aided relative returns. The share price of Everbridge benefited from strong revenues and billings, driven by new business wins. Additionally, management announced the acquisition of competitor one2many – a move that better positions the company as a leader in global public warnings.

Stock selection and, to a lesser extent, an underweight position in the industrials sector helped relative results, led by the timing of the fund’s ownership in shares of power generation equipment manufacturer Generac Holdings. The share price of Generac Holdings rose, towards the end of the reporting period, owing to a ramp up in demand for portable generators following an extremely active hurricane season.

Elsewhere, holding shares of digital sports entertainment and gaming company DraftKings (b) and discount retailer Ollie’s Bargain Outlet Holdings (b) further bolstered relative performance.

Detractors from Performance

Compared to the benchmark, the combination of security selection and an underweight position in the consumer discretionary sector held back the fund’s relative performance. Within this sector, an overweight position in licensed pop culture products distributor Funko (h), and holdings of cruise ship health and wellness services provider OneSpaWorld (b)(h) detracted from relative results. The share price of Funko fell amidst the ongoing market turbulence caused by the COVID-19 virus. The company reported a decline in adjusted earnings and lower-than-expected revenue due to weak holiday sales and underperformance of properties tied to Frozen 2 and Star Wars: The Rise of Skywalker.

Security selection within both the financials and materials sectors weakened relative results. Within the financials sector, holdings of commercial banking services firm Texas Capital Bancshares (b)(h), banking and financial services provider Wintrust Financial (b) and insurance services provider SelectQuote (b) weakened relative performance. The share price of Texas Capital Bancshares declined, along with many other financial services stocks, as bond yields collapsed, notably the US 10-year Treasury bonds, and concerns about increased potential loan losses arose as global economic activity ground to a halt in efforts to stem the spread of the COVID-19 virus. Within the materials sector, an overweight position in construction materials company Summit Materials dampened relative returns. The share price of Summit Materials suffered from a decline in spending in both the public and private sectors following the COVID-19 lockdown.

 

4


Management Review – continued

 

Stocks in other sectors that further hindered relative performance included the fund’s holdings of oilfield and natural gas reservoir service firm Core Laboratories (b)(h) (Netherlands) and real estate investment trust CoreSite Realty (b). The share price of Core Laboratories weakened as oil prices fell sharply following the Saudi Arabia-Russia dispute over supply levels and a decline in oil demand related to the COVID-19 virus. The company’s management cut its future dividends and reduced its capital expenditure, which further weighed on the stock price. Additionally, not owning shares of residential solar energy systems provider SunRun further weakened relative results.

The fund’s cash and/or cash equivalents position during the period was also a detractor from relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash held back performance versus the benchmark, which has no cash position.

Respectfully,

Portfolio Manager(s)

Michael Grossman

 

(b)

Security is not a benchmark constituent.

(h)

Security was not held in the portfolio at period end.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

5


PERFORMANCE SUMMARY THROUGH 8/31/20

The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

6


Performance Summary – continued

 

Total Returns through 8/31/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    1/02/97   27.51%   16.00%   15.01%   N/A    
    B    11/03/97   26.58%   15.13%   14.15%   N/A    
    C    11/03/97   26.55%   15.12%   14.15%   N/A    
    I    1/02/97   27.83%   16.28%   15.30%   N/A    
    R1    4/01/05   26.61%   15.13%   14.15%   N/A    
    R2    10/31/03   27.25%   15.71%   14.72%   N/A    
    R3    4/01/05   27.56%   15.99%   15.01%   N/A    
    R4    4/01/05   27.84%   16.30%   15.30%   N/A    
    R6    6/01/12   27.97%   16.40%   N/A   15.46%    
Comparative benchmark(s)                    
     Russell 2000® Growth Index (f)   17.28%   10.45%   14.08%   N/A     
Average annual with sales charge                    
    A
With Initial Sales Charge (5.75%)
  20.18%   14.63%   14.33%   N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  22.58%   14.90%   14.15%   N/A    
    C
With CDSC (1% for 12 months) (v)
  25.55%   15.12%   14.15%   N/A    

CDSC – Contingent Deferred Sales Charge.

Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.

(f)

Source: FactSet Research Systems Inc.

(t)

For the period from the class inception date through the stated period end (for those share classes with less than 10 years of performance history). No comparative benchmark performance information is provided for “life” periods. (See Notes to Performance Summary.)

(v)

Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

Russell 2000® Growth Index – constructed to provide a comprehensive barometer for growth securities in the small-cap segment of the U.S. equity universe. Companies in this index generally have higher price-to-book ratios and higher forecasted growth values. 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 Russell’s express written consent. Russell does not promote, sponsor, or endorse the content of this document.

It is not possible to invest directly in an index.

 

7


Performance Summary – continued

 

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date. As the fund’s share classes may have different inception dates, the life returns may represent different time periods and may not be comparable. As a result, no comparative benchmark performance information is provided for life periods.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

8


EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2020 through August 31, 2020

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2020 through August 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

9


Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/20
    Ending
Account Value
8/31/20
    Expenses
Paid During
Period (p)
3/01/20-8/31/20
 
A   Actual     1.28%       $1,000.00       $1,242.34       $7.21  
  Hypothetical (h)     1.28%       $1,000.00       $1,018.70       $6.50  
B   Actual     2.03%       $1,000.00       $1,238.17       $11.42  
  Hypothetical (h)     2.03%       $1,000.00       $1,014.93       $10.28  
C   Actual     2.04%       $1,000.00       $1,237.95       $11.48  
  Hypothetical (h)     2.04%       $1,000.00       $1,014.88       $10.33  
I   Actual     1.04%       $1,000.00       $1,244.16       $5.87  
  Hypothetical (h)     1.04%       $1,000.00       $1,019.91       $5.28  
R1   Actual     2.04%       $1,000.00       $1,238.17       $11.48  
  Hypothetical (h)     2.04%       $1,000.00       $1,014.88       $10.33  
R2   Actual     1.54%       $1,000.00       $1,241.00       $8.67  
  Hypothetical (h)     1.54%       $1,000.00       $1,017.39       $7.81  
R3   Actual     1.29%       $1,000.00       $1,242.81       $7.27  
  Hypothetical (h)     1.29%       $1,000.00       $1,018.65       $6.55  
R4   Actual     1.04%       $1,000.00       $1,243.86       $5.87  
  Hypothetical (h)     1.04%       $1,000.00       $1,019.91       $5.28  
R6   Actual     0.93%       $1,000.00       $1,244.73       $5.25  
  Hypothetical (h)     0.93%       $1,000.00       $1,020.46       $4.72  

 

(h)

5% class return per year before expenses.

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

 

10


PORTFOLIO OF INVESTMENTS

8/31/20

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

 

Issuer    Shares/Par     Value ($)  
Common Stocks - 95.3%               
Aerospace - 3.2%               
CACI International, Inc., “A” (a)      167,111     $ 39,135,725  
Kratos Defense & Security Solutions, Inc. (a)      1,445,975       28,268,811  
    

 

 

 
             $ 67,404,536  
Apparel Manufacturers - 1.1%               
Skechers USA, Inc., “A” (a)      789,391     $ 23,563,321  
Automotive - 0.5%               
Visteon Corp. (a)      137,771     $ 10,392,067  
Biotechnology - 6.6%               
10x Genomics, Inc., “A” (a)      83,508     $ 9,571,687  
Adaptive Biotechnologies Corp. (a)      404,134       16,816,016  
AlloVir, Inc. (a)      394,360       12,773,320  
Amicus Therapeutics, Inc. (a)      1,114,404       16,270,298  
BioXcel Therapeutics, Inc. (a)      184,955       7,536,916  
bluebird bio, Inc. (a)      219,316       13,005,439  
BridgeBio Pharma, Inc. (a)      264,649       7,902,419  
Immunomedics, Inc. (a)      298,015       13,279,548  
Morphosys AG, ADR (a)      349,278       10,939,387  
Neurocrine Biosciences, Inc. (a)      72,901       8,487,135  
Tricida, Inc. (a)      235,207       2,486,138  
Twist Bioscience Corp. (a)      255,104       17,839,423  
    

 

 

 
             $ 136,907,726  
Brokerage & Asset Managers - 3.1%               
Focus Financial Partners, “A” (a)      412,047     $ 14,582,343  
Hamilton Lane, Inc., “A”      214,300       15,667,473  
TMX Group Ltd.      197,732       20,786,608  
WisdomTree Investments, Inc.      3,342,606       12,501,347  
    

 

 

 
             $ 63,537,771  
Business Services - 7.1%               
Clarivate PLC (a)      516,760     $ 15,213,415  
EVO Payments, Inc., “A” (a)      588,897       16,919,011  
ExlService Holdings, Inc. (a)      354,861       22,601,097  
Proofpoint, Inc. (a)      187,513       20,564,551  
Stamps.com, Inc. (a)      52,980       13,210,033  
TriNet Group, Inc. (a)      348,648       23,652,280  
WNS (Holdings) Ltd., ADR (a)      525,423       34,861,816  
    

 

 

 
             $ 147,022,203  

 

11


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Chemicals - 1.2%               
Ingevity Corp. (a)      428,534     $ 24,070,755  
Computer Software - 11.2%               
8x8, Inc. (a)      1,544,987     $ 26,079,380  
Altair Engineering, Inc., “A” (a)      123,472       5,188,293  
Avalara, Inc. (a)      140,209       18,565,074  
Berkeley Lights, Inc. (a)      94,546       6,183,308  
Duck Creek Technologies, Inc. (a)      90,738       3,537,875  
Everbridge, Inc. (a)      229,234       34,066,465  
Open Lending Corp., “A” (a)      662,130       14,474,162  
Pagerduty, Inc. (a)      1,063,649       34,749,413  
Paylocity Holding Corp. (a)      105,188       15,488,933  
Ping Identity Holding Corp. (a)      1,014,664       34,975,468  
VERTEX, Inc. (a)      818,906       20,972,183  
Zendesk, Inc. (a)      198,669       19,147,718  
    

 

 

 
             $ 233,428,272  
Computer Software - Systems - 7.6%               
Accolade, Inc. (a)      228,499     $ 7,679,851  
Box, Inc., “A” (a)      1,492,503       29,297,834  
Five9, Inc. (a)      138,209       17,613,355  
Q2 Holdings, Inc. (a)      360,354       35,058,841  
Rapid7, Inc. (a)      741,621       47,886,468  
RealPage, Inc. (a)      329,987       20,663,786  
    

 

 

 
             $ 158,200,135  
Construction - 3.2%               
AZEK Co. LLC (a)      611,586     $ 24,145,415  
Summit Materials, Inc., “A” (a)      1,655,894       24,656,262  
Trex Co., Inc. (a)      119,856       17,917,273  
    

 

 

 
             $ 66,718,950  
Consumer Services - 2.6%               
Boyd Group Services, Inc.      99,070     $ 15,776,310  
Bright Horizons Family Solutions, Inc. (a)      106,256       14,133,111  
MakeMyTrip Ltd. (a)      665,343       11,230,990  
Planet Fitness, Inc. (a)      215,936       13,126,749  
    

 

 

 
             $ 54,267,160  
Containers - 1.5%               
Gerresheimer AG      272,057     $ 32,092,569  
Electrical Equipment - 3.1%               
Generac Holdings, Inc. (a)      164,615     $ 31,273,558  
Littlefuse, Inc.      85,658       15,490,393  

 

12


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Electrical Equipment - continued               
Sensata Technologies Holding PLC (a)      417,822     $ 17,398,108  
    

 

 

 
             $ 64,162,059  
Electronics - 1.2%               
Monolithic Power Systems, Inc.      38,365     $ 10,248,442  
Silicon Laboratories, Inc. (a)      135,936       13,921,206  
    

 

 

 
             $ 24,169,648  
Entertainment - 1.1%               
Manchester United PLC, “A”      1,532,361     $ 23,567,712  
Food & Drug Stores - 1.5%               
Grocery Outlet Holding Corp. (a)      769,599     $ 31,653,607  
General Merchandise - 0.8%               
Ollie’s Bargain Outlet Holdings, Inc. (a)      174,854     $ 16,705,551  
Insurance - 1.3%               
GoHealth, Inc. (a)      1,028,771     $ 14,310,205  
SelectQuote, Inc. (a)      660,685       12,057,501  
    

 

 

 
             $ 26,367,706  
Internet - 0.6%               
DraftKings, Inc. (a)      331,091     $ 11,707,378  
Leisure & Toys - 1.3%               
Malibu Boats, Inc., “A” (a)      306,579     $ 15,896,121  
Thule Group AB      351,249       11,094,040  
    

 

 

 
             $ 26,990,161  
Machinery & Tools - 0.7%               
Ritchie Bros. Auctioneers, Inc.      246,841     $ 14,427,856  
Medical & Health Technology & Services - 6.9%               
Charles River Laboratories International, Inc. (a)      111,493     $ 24,411,392  
Guardant Health, Inc. (a)      157,261       15,018,426  
Health Catalyst, Inc. (a)      441,944       13,779,814  
HealthEquity, Inc. (a)      126,182       7,252,941  
ICON PLC (a)      93,456       17,421,133  
Livongo Health, Inc. (a)      117,011       16,065,610  
PRA Health Sciences, Inc. (a)      416,759       44,555,705  
Schrodinger, Inc. (a)      89,383       5,404,096  
    

 

 

 
             $ 143,909,117  

 

13


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Medical Equipment - 8.6%               
Acutus Medical, Inc. (a)      300,502     $ 10,541,610  
Bio-Techne Corp.      49,760       12,711,690  
Inspire Medical Systems, Inc. (a)      78,843       9,417,796  
iRhythm Technologies, Inc. (a)      78,104       17,196,939  
Masimo Corp. (a)      40,782       9,135,168  
Merit Medical Systems, Inc. (a)      397,633       19,523,780  
Nano X Imaging Ltd. (a)      318,582       8,780,120  
Nevro Corp. (a)      87,225       11,996,926  
OptiNose, Inc. (a)(l)      1,141,438       5,193,543  
OrthoPediatrics Corp. (a)      353,051       17,793,770  
PerkinElmer, Inc.      88,717       10,443,765  
Quidel Corp. (a)      92,030       16,193,599  
Silk Road Medical, Inc. (a)      286,122       17,447,720  
STERIS PLC      73,881       11,794,363  
    

 

 

 
             $ 178,170,789  
Network & Telecom - 3.6%               
CoreSite Realty Corp., REIT      250,482     $ 30,671,521  
QTS Realty Trust, Inc., REIT, “A”      646,657       43,856,278  
    

 

 

 
             $ 74,527,799  
Other Banks & Diversified Financials - 2.6%               
Bank OZK      321,301     $ 7,402,775  
CF Finance Acquisition Corp. (a)(u)(w)(z)      1,262,527       11,970,842  
Prosperity Bancshares, Inc.      263,078       14,343,012  
Tortoise Acquisition Corp. (a)      218,354       8,611,882  
Wintrust Financial Corp.      262,424       11,420,692  
    

 

 

 
             $ 53,749,203  
Pharmaceuticals - 2.8%               
Annexon, Inc. (a)      545,327     $ 13,453,217  
Collegium Pharmaceutical, Inc. (a)      363,594       6,930,102  
GW Pharmaceuticals PLC, ADR (a)(l)      138,091       14,354,559  
Harmony Biosciences Holdings (a)      211,351       7,486,052  
Orchard RX Ltd., ADR (a)      321,588       1,907,017  
SpringWorks Therapeutics, Inc. (a)      309,148       13,729,263  
    

 

 

 
             $ 57,860,210  
Pollution Control - 0.9%               
Casella Waste Systems, Inc., “A” (a)      322,821     $ 18,126,399  
Railroad & Shipping - 0.1%               
StealthGas, Inc. (a)      1,008,631     $ 2,935,116  

 

14


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Real Estate - 3.4%               
Big Yellow Group PLC, REIT      1,253,544     $ 17,963,237  
Industrial Logistics Properties Trust, REIT      906,939       19,562,674  
STAG Industrial, Inc., REIT      1,027,080       33,174,684  
    

 

 

 
             $ 70,700,595  
Specialty Chemicals - 2.3%               
Axalta Coating Systems Ltd. (a)      970,121     $ 23,137,386  
Ferro Corp. (a)      1,214,289       15,142,184  
RPM International, Inc.      122,784       10,408,399  
    

 

 

 
             $ 48,687,969  
Specialty Stores - 0.5%               
Vroom, Inc. (a)      155,374     $ 10,663,318  
Trucking - 3.1%               
CryoPort, Inc. (a)      373,759     $ 20,736,149  
Knight-Swift Transportation Holdings, Inc.      438,248       19,922,754  
Schneider National, Inc.      885,333       23,957,111  
    

 

 

 
             $ 64,616,014  
Total Common Stocks (Identified Cost, $1,420,371,298)

 

  $ 1,981,303,672  
Investment Companies (h) - 4.5%               
Money Market Funds - 4.5%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $94,202,167)
     94,206,717     $ 94,206,717  
Collateral for Securities Loaned - 0.0%               
State Street Navigator Securities Lending Government Money Market Portfolio, 0.1% (j) (Identified Cost, $2,180)      2,180     $ 2,180  
Other Assets, Less Liabilities - 0.2%           4,131,882  
Net Assets - 100.0%            $ 2,079,644,451  

 

(a)

Non-income producing security.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $94,206,717 and $1,981,305,852, respectively.

(j)

The rate quoted is the annualized seven-day yield of the fund at period end.

(l)

A portion of this security is on loan. See Note 2 for additional information.

(u)

The security was valued using significant unobservable inputs and is considered level 3 under the fair value hierarchy. For further information about the fund’s level 3 holdings, please see Note 2 in the Notes to Financial Statements.

 

15


Portfolio of Investments – continued

 

(v)

Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

(w)

When-issued security.

(z)

Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:

 

Restricted Securities    Acquisition
Date
   Cost      Value  
CF Finance Acquisition Corp.    7/31/2020      $12,625,270        $11,970,842  
% of Net assets            0.6

The following abbreviations are used in this report and are defined:

 

ADR   American Depositary Receipt
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

16


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/20

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

Assets         

Investments in unaffiliated issuers, at value, including $1,801,698 of securities on loan (identified cost, $1,420,373,478)

     $1,981,305,852  

Investments in affiliated issuers, at value (identified cost, $94,202,167)

     94,206,717  
Receivables for   

Investments sold

     20,832,860  

Fund shares sold

     5,079,414  

Interest and dividends

     527,822  

Other assets

     1,936  

Total assets

     $2,101,954,601  
Liabilities         

Payables for

  

Investments purchased

     $6,296,192  

Fund shares reacquired

     2,543,353  

When-issued investments purchased

     12,625,270  

Collateral for securities loaned, at value (c)

     2,180  

Payable to affiliates

  

Investment adviser

     189,068  

Administrative services fee

     3,050  

Shareholder servicing costs

     434,028  

Distribution and service fees

     31,169  

Payable for independent Trustees’ compensation

     10  

Accrued expenses and other liabilities

     185,830  

Total liabilities

     $22,310,150  

Net assets

     $2,079,644,451  
Net assets consist of         

Paid-in capital

     $1,414,308,908  

Total distributable earnings (loss)

     665,335,543  

Net assets

     $2,079,644,451  

Shares of beneficial interest outstanding

     60,269,611  

 

(c)

Non-cash collateral is not included.

 

17


Statement of Assets and Liabilities – continued

 

     Net assets      Shares
outstanding
     Net asset value
per share (a)
 

Class A

     $755,202,357        23,271,702        $32.45  

Class B

     16,501,918        700,713        23.55  

Class C

     58,057,170        2,457,858        23.62  

Class I

     331,176,677        8,878,564        37.30  

Class R1

     4,946,472        212,405        23.29  

Class R2

     30,149,148        1,016,697        29.65  

Class R3

     71,488,695        2,206,827        32.39  

Class R4

     16,509,154        472,475        34.94  

Class R6

     795,612,860        21,052,370        37.79  

 

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $34.43 [100 / 94.25 x $32.45]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

18


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/20

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Net investment income (loss)         

Income

  

Dividends

     $8,858,570  

Dividends from affiliated issuers

     665,664  

Income on securities loaned

     576,327  

Other

     121,706  

Foreign taxes withheld

     (349,368

Total investment income

     $9,872,899  

Expenses

  

Management fee

     $13,958,792  

Distribution and service fees

     2,574,237  

Shareholder servicing costs

     1,383,117  

Administrative services fee

     225,342  

Independent Trustees’ compensation

     27,602  

Custodian fee

     96,247  

Shareholder communications

     140,363  

Audit and tax fees

     59,901  

Legal fees

     14,523  

Miscellaneous

     298,084  

Total expenses

     $18,778,208  

Reduction of expenses by investment adviser and distributor

     (202,966

Net expenses

     $18,575,242  

Net investment income (loss)

     $(8,702,343
Realized and unrealized gain (loss)         
Realized gain (loss) (identified cost basis)   

Unaffiliated issuers

     $131,349,681  

Affiliated issuers

     2,325  

Foreign currency

     16,203  

Net realized gain (loss)

     $131,368,209  
Change in unrealized appreciation or depreciation   

Unaffiliated issuers

     $321,841,771  

Affiliated issuers

     (4,841

Translation of assets and liabilities in foreign currencies

     16,841  

Net unrealized gain (loss)

     $321,853,771  

Net realized and unrealized gain (loss)

     $453,221,980  

Change in net assets from operations

     $444,519,637  

See Notes to Financial Statements

 

19


Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     8/31/20      8/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $(8,702,343      $(7,785,281

Net realized gain (loss)

     131,368,209        164,304,985  

Net unrealized gain (loss)

     321,853,771        (111,646,966

Change in net assets from operations

     $444,519,637        $44,872,738  

Total distributions to shareholders

     $(114,138,919      $(230,450,032

Change in net assets from fund share transactions

     $317,806,445        $236,885,028  

Total change in net assets

     $648,187,163        $51,307,734  
Net assets                  

At beginning of period

     1,431,457,288        1,380,149,554  

At end of period

     $2,079,644,451        $1,431,457,288  

See Notes to Financial Statements

 

20


Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Class A    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $27.56       $33.30       $27.27       $24.11       $23.69  
Income (loss) from investment operations

 

Net investment income (loss) (d)

     $(0.18     $(0.19     $(0.23     $(0.18 )(c)      $(0.11

Net realized and unrealized gain (loss)

     7.31       0.06 (g)      9.07       3.92       0.53  

Total from investment operations

     $7.13       $(0.13     $8.84       $3.74       $0.42  
Less distributions declared to shareholders

 

From net realized gain

     $(2.24     $(5.61     $(2.81     $(0.58     $—  

Net asset value, end of period (x)

     $32.45       $27.56       $33.30       $27.27       $24.11  

Total return (%) (r)(s)(t)(x)

     27.51       3.49       34.98       15.83 (c)      1.77  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

     1.29       1.30       1.33       1.35 (c)      1.36  

Expenses after expense reductions (f)

     1.27       1.29       1.31       1.33 (c)      1.34  

Net investment income (loss)

     (0.66     (0.70     (0.80     (0.70 )(c)      (0.50

Portfolio turnover

     64       69       67       53       49  

Net assets at end of period (000 omitted)

     $755,202       $549,660       $525,698       $394,878       $400,997  

See Notes to Financial Statements

 

21


Financial Highlights – continued

 

Class B    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $20.72       $26.86       $22.65       $20.27       $20.07  
Income (loss) from investment operations

 

Net investment income (loss) (d)

     $(0.28     $(0.30     $(0.37     $(0.30 )(c)      $(0.24

Net realized and unrealized gain (loss)

     5.35       (0.23 )(g)      7.39       3.26       0.44  

Total from investment operations

     $5.07       $(0.53     $7.02       $2.96       $0.20  
Less distributions declared to shareholders

 

From net realized gain

     $(2.24     $(5.61     $(2.81     $(0.58     $—  

Net asset value, end of period (x)

     $23.55       $20.72       $26.86       $22.65       $20.27  

Total return (%) (r)(s)(t)(x)

     26.58       2.69       34.00       14.97 (c)      1.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

     2.04       2.06       2.08       2.10 (c)      2.11  

Expenses after expense reductions (f)

     2.02       2.04       2.06       2.08 (c)      2.09  

Net investment income (loss)

     (1.40     (1.45     (1.55     (1.45 )(c)      (1.26

Portfolio turnover

     64       69       67       53       49  

Net assets at end of period (000 omitted)

     $16,502       $18,708       $23,424       $20,143       $22,906  
Class C    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $20.78       $26.91       $22.70       $20.31       $20.11  
Income (loss) from investment operations

 

Net investment income (loss) (d)

     $(0.28     $(0.30     $(0.37     $(0.31 )(c)      $(0.24

Net realized and unrealized gain (loss)

     5.36       (0.22 )(g)      7.39       3.28       0.44  

Total from investment operations

     $5.08       $(0.52     $7.02       $2.97       $0.20  
Less distributions declared to shareholders

 

From net realized gain

     $(2.24     $(5.61     $(2.81     $(0.58     $—  

Net asset value, end of period (x)

     $23.62       $20.78       $26.91       $22.70       $20.31  

Total return (%) (r)(s)(t)(x)

     26.55       2.72       33.92       14.99 (c)      0.99  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

     2.04       2.05       2.08       2.10 (c)      2.11  

Expenses after expense reductions (f)

     2.03       2.04       2.07       2.09 (c)      2.09  

Net investment income (loss)

     (1.41     (1.45     (1.55     (1.45 )(c)      (1.27

Portfolio turnover

     64       69       67       53       49  

Net assets at end of period (000 omitted)

     $58,057       $59,253       $69,498       $76,724       $85,370  

See Notes to Financial Statements

 

22


Financial Highlights – continued

 

Class I    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $31.29       $36.82       $29.81       $26.24       $25.72  
Income (loss) from investment operations

 

Net investment income (loss) (d)

     $(0.14     $(0.14     $(0.18     $(0.12 )(c)      $(0.07

Net realized and unrealized gain (loss)

     8.39       0.22 (g)      10.00       4.27       0.59  

Total from investment operations

     $8.25       $0.08       $9.82       $4.15       $0.52  
Less distributions declared to shareholders

 

From net realized gain

     $(2.24     $(5.61     $(2.81     $(0.58     $—  

Net asset value, end of period (x)

     $37.30       $31.29       $36.82       $29.81       $26.24  

Total return (%) (r)(s)(t)(x)

     27.83       3.76       35.31       16.12 (c)      2.02  
Ratios (%) (to average net assets)
and Supplemental data:

 

       

Expenses before expense reductions (f)

     1.04       1.05       1.08       1.10 (c)      1.12  

Expenses after expense reductions (f)

     1.03       1.05       1.07       1.09 (c)      1.09  

Net investment income (loss)

     (0.43     (0.45     (0.55     (0.45 )(c)      (0.30

Portfolio turnover

     64       69       67       53       49  

Net assets at end of period (000 omitted)

     $331,177       $164,593       $180,591       $106,459       $101,635  
Class R1    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $20.51       $26.66       $22.50       $20.15       $19.94  
Income (loss) from investment operations

 

Net investment income (loss) (d)

     $(0.28     $(0.30     $(0.37     $(0.30 )(c)      $(0.23

Net realized and unrealized gain (loss)

     5.30       (0.24 )(g)      7.34       3.23       0.44  

Total from investment operations

     $5.02       $(0.54     $6.97       $2.93       $0.21  
Less distributions declared to shareholders

 

From net realized gain

     $(2.24     $(5.61     $(2.81     $(0.58     $—  

Net asset value, end of period (x)

     $23.29       $20.51       $26.66       $22.50       $20.15  

Total return (%) (r)(s)(t)(x)

     26.61       2.67       34.01       14.91 (c)      1.05  
Ratios (%) (to average net assets)
and Supplemental data:

 

       

Expenses before expense reductions (f)

     2.04       2.05       2.08       2.10 (c)      2.11  

Expenses after expense reductions (f)

     2.03       2.05       2.07       2.09 (c)      2.09  

Net investment income (loss)

     (1.41     (1.45     (1.55     (1.45 )(c)      (1.26

Portfolio turnover

     64       69       67       53       49  

Net assets at end of period (000 omitted)

     $4,946       $4,652       $5,342       $4,377       $5,647  

See Notes to Financial Statements

 

23


Financial Highlights – continued

 

Class R2    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $25.42       $31.31       $25.85       $22.95       $22.60  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $(0.23     $(0.24     $(0.29     $(0.23 )(c)      $(0.17

Net realized and unrealized gain (loss)

     6.70       (0.04 )(g)      8.56       3.71       0.52  

Total from investment operations

     $6.47       $(0.28     $8.27       $3.48       $0.35  
Less distributions declared to shareholders

 

                               

From net realized gain

     $(2.24     $(5.61     $(2.81     $(0.58     $—  

Net asset value, end of period (x)

     $29.65       $25.42       $31.31       $25.85       $22.95  

Total return (%) (r)(s)(t)(x)

     27.21       3.19       34.68       15.50 (c)      1.55  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.54       1.56       1.58       1.60 (c)      1.62  

Expenses after expense reductions (f)

     1.53       1.54       1.57       1.59 (c)      1.59  

Net investment income (loss)

     (0.90     (0.95     (1.05     (0.95 )(c)      (0.82

Portfolio turnover

     64       69       67       53       49  

Net assets at end of period (000 omitted)

     $30,149       $32,381       $36,272       $29,130       $35,890  
Class R3    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $27.51       $33.26       $27.24       $24.09       $23.67  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $(0.18     $(0.19     $(0.24     $(0.17 )(c)      $(0.12

Net realized and unrealized gain (loss)

     7.30       0.05 (g)      9.07       3.90       0.54  

Total from investment operations

     $7.12       $(0.14     $8.83       $3.73       $0.42  
Less distributions declared to shareholders

 

                               

From net realized gain

     $(2.24     $(5.61     $(2.81     $(0.58     $—  

Net asset value, end of period (x)

     $32.39       $27.51       $33.26       $27.24       $24.09  

Total return (%) (r)(s)(t)(x)

     27.52       3.45       34.98       15.81 (c)      1.77  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.29       1.30       1.33       1.35 (c)      1.37  

Expenses after expense reductions (f)

     1.28       1.30       1.32       1.34 (c)      1.34  

Net investment income (loss)

     (0.67     (0.70     (0.80     (0.70 )(c)      (0.55

Portfolio turnover

     64       69       67       53       49  

Net assets at end of period (000 omitted)

     $71,489       $52,559       $50,895       $42,346       $57,593  

See Notes to Financial Statements

 

24


Financial Highlights – continued

 

Class R4    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $29.44       $35.05       $28.48       $25.09       $24.60  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $(0.13     $(0.13     $(0.15     $(0.12 )(c)      $(0.07

Net realized and unrealized gain (loss)

     7.87       0.13 (g)      9.53       4.09       0.56  

Total from investment operations

     $7.74       $0.00 (w)      $9.38       $3.97       $0.49  
Less distributions declared to shareholders

 

                               

From net realized gain

     $(2.24     $(5.61     $(2.81     $(0.58     $—  

Net asset value, end of period (x)

     $34.94       $29.44       $35.05       $28.48       $25.09  

Total return (%) (r)(s)(t)(x)

     27.84       3.72       35.42       16.14 (c)      1.99  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.04       1.05       1.08       1.10 (c)      1.12  

Expenses after expense reductions (f)

     1.03       1.05       1.07       1.09 (c)      1.09  

Net investment income (loss)

     (0.43     (0.45     (0.51     (0.45 )(c)      (0.32

Portfolio turnover

     64       69       67       53       49  

Net assets at end of period (000 omitted)

     $16,509       $8,384       $10,612       $83,186       $91,974  
Class R6    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $31.64       $37.13       $30.01       $26.38       $25.83  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $(0.10     $(0.11     $(0.14     $(0.09 )(c)      $(0.03

Net realized and unrealized gain (loss)

     8.49       0.23 (g)      10.07       4.30       0.58  

Total from investment operations

     $8.39       $0.12       $9.93       $4.21       $0.55  
Less distributions declared to shareholders

 

                               

From net realized gain

     $(2.24     $(5.61     $(2.81     $(0.58     $—  

Net asset value, end of period (x)

     $37.79       $31.64       $37.13       $30.01       $26.38  

Total return (%) (r)(s)(t)(x)

     27.97       3.85       35.45       16.26 (c)      2.13  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.94       0.96       0.97       0.98 (c)      0.99  

Expenses after expense reductions (f)

     0.92       0.95       0.96       0.97 (c)      0.97  

Net investment income (loss)

     (0.32     (0.35     (0.44     (0.34 )(c)      (0.11

Portfolio turnover

     64       69       67       53       49  

Net assets at end of period (000 omitted)

     $795,613       $541,266       $477,818       $385,440       $320,645  

See Notes to Financial Statements

 

25


Financial Highlights – continued

 

(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.

(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.

See Notes to Financial Statements

 

26


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS New Discovery Fund (the fund) is a diversified series of MFS Series Trust I (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund will generally focus on securities of small size companies which may be more volatile than those of larger companies. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is

 

27


Notes to Financial Statements – continued

 

subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price 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. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. 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. In determining values, 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.

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 the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser 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 floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser 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 foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt 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. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser 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

 

28


Notes to Financial Statements – continued

 

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.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities:            

United States

     $1,715,980,945        $—        $11,970,842        $1,727,951,787  

United Kingdom

     73,005,940                      73,005,940  

Canada

     50,990,774                      50,990,774  

India

     46,092,806                      46,092,806  

Germany

     43,031,956                      43,031,956  

Ireland

     17,421,133                      17,421,133  

Sweden

     11,094,040                      11,094,040  

Israel

     8,780,120                      8,780,120  

Greece

     2,935,116                      2,935,116  
Mutual Funds      94,208,897                      94,208,897  
Total      $2,063,541,727        $—        $11,970,842        $2,075,512,569  

For further information regarding security characteristics, see the Portfolio of Investments.

The following is a reconciliation of level 3 assets for which significant unobservable inputs were used to determine fair value. The table presents the activity of level 3 securities held at the beginning and the end of the period.

 

     Equity Securities  
Balance as of 8/31/19      $—  

Change in unrealized appreciation or depreciation

     (654,428

Purchases

     12,625,270  
Balance as of 8/31/20      $11,970,842  

The net change in unrealized appreciation or depreciation from investments held as level 3 at August 31, 2020 is $(654,428). At August 31, 2020, the fund held one level 3 security.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates

 

29


Notes to Financial Statements – continued

 

prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. At period end, the fund had equity investment securities on loan with a fair value of $5,841,350, a portion of which were sold but not settled prior to period end such that $4,039,652 is included in Receivable for Investments sold in the Statement of Assets and Liabilities. The fair value of the fund’s remaining investment securities on loan and a related liability of $2,180 for cash collateral received on securities loaned are presented gross in the Statement of Assets and Liabilities. Additionally, these loans were collateralized by U.S. Treasury Obligations of $3,360,890 held by the lending agent. The value of the fund’s securities on loan net of the related collateral is $2,478,280 at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business,

 

30


Notes to Financial Statements – continued

 

the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Some securities may be purchased or sold on an extended settlement basis, which means that the receipt or delivery of the securities by the fund and related payments occur at a future date, usually beyond the customary settlement period. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

The fund may purchase or sell securities on a when-issued or delayed delivery basis. In these extended settlement transactions, the receipt or delivery of the securities by the fund and related payments occur at a future date, usually beyond the normal settlement period. The price of such security and the date that the security will be settled are fixed at the time the transaction is negotiated. The value of the security varies with market fluctuations until settlement takes place. When the fund sells securities on a when-issued or delayed delivery basis, the fund typically owns or has the right to acquire securities equivalent in kind and amount to the securities sold. Purchase and sale commitments for when-issued or delayed delivery securities are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy, and included in When-issued investments purchased in the Statement of Assets and Liabilities. Losses may arise due to changes in the value of the underlying securities prior to settlement date or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors. At the time that it enters into a when-issued or delayed delivery transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the

 

31


Notes to Financial Statements – continued

 

applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to passive foreign investment companies, wash sale loss deferrals, and treating a portion of the proceeds from redemptions as a distribution for tax purposes.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
Ordinary income (including any short-term capital gains)      $38,500,065        $77,700,077  
Long-term capital gains      75,638,854        152,749,955  
Total distributions      $114,138,919        $230,450,032  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 8/31/20       
Cost of investments      $1,532,796,039  
Gross appreciation      616,682,577  
Gross depreciation      (73,966,047
Net unrealized appreciation (depreciation)      $542,716,530  
Undistributed ordinary income      38,865,327  
Undistributed long-term capital gain      83,739,633  
Other temporary differences      14,053  

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. Class C shares will convert to Class A shares approximately ten years after purchase. The fund’s distributions declared to

 

32


Notes to Financial Statements – continued

 

shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year
ended
8/31/20
     Year
ended
8/31/19
 
Class A      $45,480,404        $88,854,670  
Class B      1,857,992        4,829,407  
Class C      5,934,396        13,810,640  
Class I      12,867,161        26,484,311  
Class R1      463,207        1,085,473  
Class R2      2,558,233        6,518,565  
Class R3      4,552,802        8,385,161  
Class R4      737,611        1,643,025  
Class R6      39,687,113        78,838,780  
Total      $114,138,919        $230,450,032  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.90
In excess of $1 billion and up to $2.5 billion      0.80
In excess of $2.5 billion and up to $5 billion      0.75
In excess of $5 billion      0.70

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 year ended August 31, 2020, this management fee reduction amounted to $173,108, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.85% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $311,041 for the year ended August 31, 2020, as its portion of the initial sales charge on sales of Class A shares of the fund.

The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule 12b-1 of the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

 

33


Notes to Financial Statements – continued

 

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.25%        $1,511,742  
Class B      0.75%        0.25%        1.00%        1.00%        165,756  
Class C      0.75%        0.25%        1.00%        1.00%        563,332  
Class R1      0.75%        0.25%        1.00%        1.00%        44,248  
Class R2      0.25%        0.25%        0.50%        0.50%        142,449  
Class R3             0.25%        0.25%        0.25%        146,710  
Total Distribution and Service Fees

 

           $2,574,237  

 

(d)

In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2020 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2020, this rebate amounted to $28,671, $606, $194, and $387 for Class A, Class B, Class C, and Class R2, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2020, were as follows:

 

     Amount  
Class A      $16,796  
Class B      12,834  
Class C      4,946  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2020, the fee was $213,447, which equated to 0.0132% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,169,670.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended

 

34


Notes to Financial Statements – continued

 

August 31, 2020 was equivalent to an annual effective rate of 0.0139% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended August 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $499,240 and $460,164, respectively. The sales transactions resulted in net realized gains (losses) of $(178,021).

The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended August 31, 2020, this reimbursement amounted to $121,706, which is included in “Other” income in the Statement of Operations.

(4) Portfolio Securities

For the year ended August 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $1,155,114,025 and $1,005,026,213, respectively.

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     6,608,833        $180,870,690        4,174,526        $111,128,979  

Class B

     15,794        323,361        119,514        2,451,739  

Class C

     602,585        12,002,849        582,894        11,635,600  

Class I

     6,561,643        205,619,621        2,246,267        67,695,575  

Class R1

     39,779        798,139        48,692        1,012,673  

Class R2

     254,722        6,382,302        283,452        6,968,591  

Class R3

     944,202        25,980,926        470,712        12,582,867  

Class R4

     353,555        10,570,840        85,788        2,403,986  

Class R6

     7,791,109        235,058,472        4,412,506        134,149,812  
     23,172,222        $677,607,200        12,424,351        $350,029,822  

 

35


Notes to Financial Statements – continued

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     1,649,802        $44,577,654        3,869,394        $86,751,808  

Class B

     91,737        1,809,047        272,245        4,614,555  

Class C

     262,614        5,194,497        703,090        11,952,526  

Class I

     370,322        11,483,689        930,538        23,644,963  

Class R1

     23,754        463,207        64,689        1,085,473  

Class R2

     96,986        2,399,424        284,154        5,887,667  

Class R3

     168,747        4,552,802        374,505        8,385,161  

Class R4

     25,391        737,611        68,717        1,643,025  

Class R6

     1,195,889        37,538,966        2,885,648        74,103,434  
     3,885,242        $108,756,897        9,452,980        $218,068,612  
Shares reacquired

 

        

Class A

     (4,932,374      $(133,082,279      (3,885,501      $(100,360,171

Class B

     (309,654      (6,133,415      (361,062      (7,129,308

Class C

     (1,259,077      (25,521,156      (1,016,652      (20,620,050

Class I

     (3,314,100      (100,520,470      (2,820,194      (80,345,484

Class R1

     (77,881      (1,593,358      (87,036      (1,774,307

Class R2

     (608,642      (15,267,315      (452,605      (10,891,533

Class R3

     (816,398      (22,076,452      (465,291      (12,527,864

Class R4

     (191,235      (5,574,222      (172,526      (5,073,303

Class R6

     (5,041,146      (158,788,985      (3,059,304      (92,491,386
     (16,550,507      $(468,557,652      (12,320,171      $(331,213,406
Net change

 

        

Class A

     3,326,261        $92,366,065        4,158,419        $97,520,616  

Class B

     (202,123      (4,001,007      30,697        (63,014

Class C

     (393,878      (8,323,810      269,332        2,968,076  

Class I

     3,617,865        116,582,840        356,611        10,995,054  

Class R1

     (14,348      (332,012      26,345        323,839  

Class R2

     (256,934      (6,485,589      115,001        1,964,725  

Class R3

     296,551        8,457,276        379,926        8,440,164  

Class R4

     187,711        5,734,229        (18,021      (1,026,292

Class R6

     3,945,852        113,808,453        4,238,850        115,761,860  
     10,506,957        $317,806,445        9,557,160        $236,885,028  

Class T shares were not publicly available for sale during the period. Please see the fund’s prospectus for details.

Effective June 1, 2019, purchases of the fund’s Class B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising

 

36


Notes to Financial Statements – continued

 

management or control. At the end of the period, the MFS Growth Allocation Fund, the MFS Moderate Allocation Fund, the MFS Aggressive Growth Allocation Fund, and the MFS Conservative Allocation Fund were the owners of record of approximately 5%, 4%, 3%, and 2%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, the MFS Lifetime 2055 Fund, the MFS Lifetime 2060 Fund, and the MFS Lifetime Income Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended August 31, 2020, the fund’s commitment fee and interest expense were $7,577 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $48,505,120       $470,120,713       $424,416,600       $2,325       $(4,841     $94,206,717  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

          $665,664       $—  

(8) Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and 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. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely

 

37


Notes to Financial Statements – continued

 

impacted the prices and liquidity of the fund’s investments and the fund’s performance.

(9) Subsequent Event

On October 2, 2020, the fund announced that effective December 21, 2020, the time period will be shortened for the automatic conversion of Class C shares to Class A of the same fund, from approximately ten years to approximately eight years after purchase. On or about December 21, 2020 any Class C shares that have an original purchase date of December 31, 2012 or earlier will automatically convert to Class A shares of the same fund. Please see the fund’s prospectus for details.

 

38


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS New Discovery Fund and the Board of Trustees of MFS Series Trust I

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS New Discovery Fund (the “Fund”) (one of the funds constituting MFS Series Trust I (the “Trust”)), including the portfolio of investments, as of August 31, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting MFS Series Trust I) at August 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included

 

39


Report of Independent Registered Public Accounting Firm – continued

 

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more MFS investment companies since 1993.

Boston, Massachusetts

October 19, 2020

 

40


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 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.

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of

MFS Funds

overseen

by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k) (age 56)   Trustee   February 2004   133   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)   N/A

Robin A. Stelmach (k)

(age 59)

  Trustee   January 2014   133  

Massachusetts Financial

Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)

  N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 65)

  Trustee and Chair of Trustees   January 2009   133   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   133   Private investor; Financial Accounting Standards Advisory Council, Chairman (2014-2015)   N/A

 

41


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

John A. Caroselli

(age 66)

  Trustee   March 2017   133   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   133   Private investor   N/A

Peter D. Jones

(age 65)

  Trustee   January 2019   133   Private investor; Franklin Templeton Institutional, LLC (investment management), Chairman (since June 30, 2020); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

42


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

James W. Kilman, Jr.

(age 59)

  Trustee   January 2019   133   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.

(age 64)

  Trustee   March 2017   133   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   133   Private investor   N/A

Laurie J. Thomsen

(age 63)

  Trustee   March 2005   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

43


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

OFFICERS        

Christopher R. Bohane (k)

(age 46)

  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   133   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   133   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   133   Massachusetts Financial Services Company, Senior Vice President

 

44


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   133   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 (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel

Susan A. Pereira (k)

(age 49)

  Assistant
Secretary and Assistant Clerk
  July 2005   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 49)

  Assistant Treasurer   September 2012   133   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 45)

  Assistant Secretary and Assistant Clerk   October 2014   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

 

45


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015)

James O. Yost (k)

(age 60)

  Treasurer   September 1990   133   Massachusetts Financial Services Company, Senior Vice President

 

(h)

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.

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

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 Funds 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 Board’s 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).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

 

46


Trustees and Officers – continued

 

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser   Custodian

Massachusetts Financial Services Company
111 Huntington Avenue

Boston, MA 02199-7618

 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm

MFS Fund Distributors, Inc.
111 Huntington Avenue

Boston, MA 02199-7618

 

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Manager(s)  

Michael Grossman

 

 

47


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS New Discovery Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the

 

48


Board Review of Investment Advisory Agreement – continued

 

Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the ten-, five-, three- and one-year periods ended December 31, 2019.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that, according to the data provided

 

49


Board Review of Investment Advisory Agreement – continued

 

by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion, $2.5 billion, and $5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life

 

50


Board Review of Investment Advisory Agreement – continued

 

Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

51


STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

The fund has adopted and implemented a liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The fund’s Board of Trustees (the “Board”) has designated MFS as the administrator of the Program. The Program is reasonably designed to assess and manage the liquidity risk of the fund. Liquidity risk is the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests.

MFS provided a written report to the Board for consideration at its April 2020 meeting that addressed the operation of the Program and provided an assessment of the adequacy and effectiveness of the Program during the period from the adoption of the Program on December 1, 2018 to December 31, 2019 (the “Covered Period”). The report concluded that during the Covered Period the Program had operated effectively and had adequately and effectively been implemented to assess and manage the fund’s liquidity risk. MFS also reported that there were no liquidity events that impacted the fund or its ability to timely meet redemptions without dilution to existing shareholders during the Covered Period.

There can be no assurance that the Program will achieve its objectives in the future. Further information on liquidity risk, and other principal risks to which an investment in the fund may be subject, can be found in the prospectus.

 

52


PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders 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.

Under the Trust’s 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.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2020 income tax forms in January 2021. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates the maximum amount allowable as qualified dividend income eligible to be taxed at the same rate as long-term capital gain.

The fund designates $86,654,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 7.68% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

The fund designates the maximum amount allowable as Section 199A dividends as defined in Proposed Treasury Regulation §1.199A-3(d).

 

53


rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

54


Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

55


LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 219341

Kansas City, MO 64121-9341

OVERNIGHT MAIL

MFS Service Center, Inc.

Suite 219341

430 W 7th Street

Kansas City, MO 64105-1407

 


Annual Report

August 31, 2020

 

LOGO

 

MFS® Research International Fund

 

LOGO

 

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 Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site 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.

 

RIF-ANN

 


MFS® Research International Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Expense table     10  
Portfolio of investments     12  
Statement of assets and liabilities     18  
Statement of operations     20  
Statements of changes in net assets     21  
Financial highlights     22  
Notes to financial statements     29  
Report of independent registered public accounting firm     41  
Trustees and officers     43  
Board review of investment advisory agreement     50  
Statement regarding liquidity risk management program     54  
Proxy voting policies and information     55  
Quarterly portfolio disclosure     55  
Further information     55  
Information about fund contracts and legal claims     55  
Federal tax information     55  
MFS® privacy notice     56  
Contact information     back cover  

 

The report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings in early 2020 as the coronavirus pandemic brought the global economy to a standstill for several months. Optimism over the

development of vaccines and therapeutics, along with a decline in cases in countries affected by the outbreak early on, brightened the economic and market outlook during the second quarter, as did the phased reopening of U.S. states. However, a great deal of uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when the risks are rising for a second wave of infection. Political uncertainty is heightened as well, as the pandemic has caused many jurisdictions in the United States to adopt mail-in voting for the first time, raising questions over whether ballots in the November elections will be counted as quickly as they have been in the past.

 

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support, though in the United States some of those measures were allowed to lapse at the end of July as negotiators found themselves at an impasse over the scope of additional funding. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can also sow the seeds of instability. In the aftermath of the crisis, societal changes may be likely, as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to the responsible allocation of capital allow us to tune out the noise and uncover what we believe are the best, most durable investment opportunities in the market. Through our unique global investment platform, we combine collective expertise, thoughtful risk management, and long-term discipline to create sustainable value for investors.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

October 19, 2020

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

1


PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings

 

Roche Holding AG     3.5%  
Nestle S.A.     3.3%  
Linde PLC     2.6%  
Schneider Electric S.A.     2.5%  
Novo Nordisk A.S., “B”     2.4%  
Euronext N.V.     1.9%  
AIA Group Ltd.     1.8%  
LVMH Moet Hennessy Louis Vuitton SE     1.8%  
Daikin Industries Ltd.     1.8%  
Santen Pharmaceutical Co. Ltd.     1.5%  
Global equity sectors (k)

 

Capital Goods     23.2%  
Financial Services     19.0%  
Health Care     13.4%  
Technology     12.1%  
Consumer Cyclicals     10.2%  
Consumer Staples     10.0%  
Energy     6.9%  
Telecommunications/Cable Television     3.8%  
Issuer country weightings (x)  
Japan     21.0%  
Switzerland     12.8%  
France     11.2%  
Germany     8.5%  
United States     7.5%  
United Kingdom     7.4%  
Netherlands     5.3%  
Hong Kong     4.7%  
China     3.4%  
Other Countries     18.2%  
Currency exposure weightings (y)

 

Euro     32.2%  
Japanese Yen     21.0%  
Swiss Franc     12.8%  
British Pound Sterling     7.8%  
United States Dollar     6.5%  
Hong Kong Dollar     5.9%  
Danish Krone     3.0%  
Australian Dollar     2.7%  
Canadian Dollar     1.9%  
Other Currencies     6.2%  
 
(k)

The sectors set forth above and the associated portfolio composition are based on MFS’ own custom sector classification methodology.

(x)

Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents.

 

2


Portfolio Composition – continued

 

(y)

Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of August 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

3


MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2020, Class A shares of the MFS Research International Fund (fund) provided a total return of 14.19%, at net asset value. This compares with a return of 6.13% for the fund’s benchmark, the MSCI EAFE Index (net div).

Market Environment

Markets experienced an extraordinarily sharp selloff and in many cases an unusually rapid recovery late in the period. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the deepest, steepest, and possibly shortest recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and when vaccines or medicines will become available to prevent or treat it.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in a price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the United States also decreasing production, which – along with the gradual reopening of some major economies and the resultant boost in demand – helped stabilize the price of crude oil.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible average-inflation-targeting framework, which is expected to result in policy rates remaining at low levels for longer. In developed countries, monetary easing measures were complemented by large fiscal stimulus initiatives, although late in the period there was uncertainty surrounding the timing and scope of additional US recovery funding. Due to relatively manageable external liabilities and balances of payments in many countries, along with persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

As has often been the case in a crisis, market vulnerabilities have been revealed. For example, companies that have added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks have in many cases halted share repurchases and cut dividends, and some firms have been forced to recapitalize.

Contributors to Performance

Stock selection in the capital goods, financial services and technology sectors contributed to performance relative to the MSCI EAFE Index. Within the capital goods

 

4


Management Review – continued

 

sector, the fund’s overweight positions in electrical distribution equipment manufacturer Schneider Electric (France), electronic power tools manufacturer Techtronic Industries (Hong Kong), air conditioning system manufacturer Daikin Industries (Japan) and specialty chemical company Sika (Switzerland), as well as holding shares of industrial gas supplier Linde (b) (Switzerland), lifted relative returns. The stock price of Schneider Electric advanced on the back of better-than-expected earnings results that benefited from strength in both the company’s international and energy management divisions. Within the financial services sector, holding shares of stock exchange Euronext (b) (Netherlands), and not holding shares of banking and financial services company HSBC (United Kingdom), benefited relative results. The stock price of Euronext climbed, notably in the latter half of the reporting period, as strong trading volumes and cost controls supported the firm’s profitability, despite market turbulence. Within the technology sector, the fund’s holdings of semiconductor manufacturer Taiwan Semiconductor Manufacturing (b) (Taiwan) and internet search engine and online computer games provider NAVER (b) (South Korea) aided relative performance. Taiwan Semiconductor’s stock price rose, reacting to strong sales of smartphone and CPU/GPU related chips, particularly in the latter part of the reporting period, as much of the world shifted to working and schooling remotely, resulting in a surge of demand for computers and other equipment.

Elsewhere, not holding shares of poor-performing global energy and petrochemicals company Royal Dutch Shell (United Kingdom) supported relative returns.

Detractors from Performance

Both stock selection and a modestly underweight position in the health care sector were factors that weakened relative performance over the reporting period. However, there were no individual securities within this sector that were among the fund’s top relative detractors.

Stocks in other sectors that weighed on relative results included holding shares of insurance company Hiscox (b) (United Kingdom), and not holding shares of lithography systems manufacturer ASML (Netherlands), enterprise applications company SAP (Germany) and electronics and electrical engineering company Siemens (Germany). The share price of Hiscox came under pressure over the reporting period as larger-than-expected claims related to catastrophic storms and, more recently, COVID-19 business interruptions, led the company to raise capital to cover its potential exposures. Additionally, overweight positions in financial services provider AIB Group (Ireland), food processing company Danone (France), tourism and travel IT solutions provider Amadeus IT Group (Spain), integrated oil company BP (United Kingdom), Italian diversified energy company Eni and oil and gas exploration company Oil Search (Australia) held back relative returns. AIB Group’s stock price fell, notably upon the onset of COVID-19, as global central banks reacted by lowering interest rates and providing record amounts of economic stimulus, which has historically pressured margins of firms in the financial services industry.

Respectfully,

Portfolio Manager(s)

Victoria Higley and Camille Humphries Lee

 

(b)

Security is not a benchmark constituent.

 

5


Management Review – continued

 

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

6


PERFORMANCE SUMMARY THROUGH 8/31/20

The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of a Hypothetical $10,000 Investment

LOGO

 

7


Performance Summary – continued

 

Total Returns through 8/31/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr     
    A    1/02/97   14.19%   6.59%   6.59%    
    B    1/02/98   13.38%   5.79%   5.79%    
    C    1/02/98   13.36%   5.80%   5.79%    
    I    1/02/97   14.48%   6.85%   6.85%    
    R1    4/01/05   13.40%   5.80%   5.79%    
    R2    10/31/03   13.95%   6.32%   6.31%    
    R3    4/01/05   14.21%   6.59%   6.59%    
    R4    4/01/05   14.49%   6.85%   6.84%    
    R6    5/01/06   14.61%   6.96%   6.92%    
    529A    7/31/02   14.23%   6.55%   6.54%    
    529B    7/31/02   13.33%   5.74%   5.73%    
    529C    7/31/02   13.39%   5.75%   5.73%    
Comparative benchmark(s)                
     MSCI EAFE Index (net div) (f)   6.13%   4.72%   5.88%     
Average annual with sales charge                
    A
With Initial Sales Charge (5.75%)
  7.63%   5.33%   5.96%    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  9.38%   5.47%   5.79%    
    C
With CDSC (1% for 12 months) (v)
  12.36%   5.80%   5.79%    
    529A
With Initial Sales Charge (5.75%)
  7.66%   5.30%   5.92%    
    529B
With CDSC (Declining over six years from 4% to 0%) (v)
  9.33%   5.42%   5.73%    
    529C
With CDSC (1% for 12 months) (v)
  12.39%   5.75%   5.73%    

CDSC – Contingent Deferred Sales Charge.

Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.

On May 30, 2012, Class W shares were redesignated Class R5 shares. Total returns for Class R5 shares prior to May 30, 2012 reflect the performance history of Class W shares which had different fees and expenses than Class R5 shares. Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.

(f)

Source: FactSet Research Systems Inc.

(v)

Assuming redemption at the end of the applicable period.

 

8


Performance Summary – continued

 

Benchmark Definition(s)

MSCI EAFE (Europe, Australasia, Far East) Index (net div) – a market capitalization-weighted index that is designed to measure equity market performance in the developed markets, excluding the U.S. and Canada. 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.

It is not possible to invest directly in an index.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

Average annual total return represents the average annual change in value for each share class for the periods presented.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

9


EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2020 through August 31, 2020

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2020 through August 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

10


Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/20
    Ending
Account Value
8/31/20
    Expenses
Paid During
Period (p)
3/01/20-8/31/20
 
A   Actual     1.06%       $1,000.00       $1,111.79       $5.63  
  Hypothetical (h)     1.06%       $1,000.00       $1,019.81       $5.38  
B   Actual     1.81%       $1,000.00       $1,107.55       $9.59  
  Hypothetical (h)     1.81%       $1,000.00       $1,016.04       $9.17  
C   Actual     1.81%       $1,000.00       $1,108.17       $9.59  
  Hypothetical (h)     1.81%       $1,000.00       $1,016.04       $9.17  
I   Actual     0.81%       $1,000.00       $1,113.19       $4.30  
  Hypothetical (h)     0.81%       $1,000.00       $1,021.06       $4.12  
R1   Actual     1.81%       $1,000.00       $1,108.11       $9.59  
  Hypothetical (h)     1.81%       $1,000.00       $1,016.04       $9.17  
R2   Actual     1.31%       $1,000.00       $1,110.67       $6.95  
  Hypothetical (h)     1.31%       $1,000.00       $1,018.55       $6.65  
R3   Actual     1.06%       $1,000.00       $1,111.86       $5.63  
  Hypothetical (h)     1.06%       $1,000.00       $1,019.81       $5.38  
R4   Actual     0.81%       $1,000.00       $1,113.26       $4.30  
  Hypothetical (h)     0.81%       $1,000.00       $1,021.06       $4.12  
R6   Actual     0.70%       $1,000.00       $1,113.65       $3.72  
  Hypothetical (h)     0.70%       $1,000.00       $1,021.62       $3.56  
529A   Actual     1.09%       $1,000.00       $1,111.86       $5.79  
  Hypothetical (h)     1.09%       $1,000.00       $1,019.66       $5.53  
529B   Actual     1.86%       $1,000.00       $1,107.25       $9.85  
  Hypothetical (h)     1.86%       $1,000.00       $1,015.79       $9.42  
529C   Actual     1.85%       $1,000.00       $1,107.71       $9.80  
  Hypothetical (h)     1.85%       $1,000.00       $1,015.84       $9.37  

 

(h)

5% class return per year before expenses.

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class 529A and Class 529C shares, this rebate reduced the expense ratios above by 0.02% and 0.01%, respectively. See Note 3 in the Notes to Financial Statements for additional information.

 

11


PORTFOLIO OF INVESTMENTS

8/31/20

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

 

Issuer    Shares/Par     Value ($)  
Common Stocks - 98.6%               
Airlines - 0.9%               
Aena S.A. (a)      335,990     $ 50,159,311  
Ryanair Holdings PLC, ADR (a)      611,098       49,437,828  
    

 

 

 
             $ 99,597,139  
Alcoholic Beverages - 1.4%               
Diageo PLC      4,933,611     $ 165,501,646  
Apparel Manufacturers - 3.8%               
Adidas AG (a)      471,649     $ 143,299,679  
Burberry Group PLC      1,673,810       32,320,191  
Compagnie Financiere Richemont S.A.      985,072       65,122,963  
LVMH Moet Hennessy Louis Vuitton SE      442,262       207,309,406  
    

 

 

 
             $ 448,052,239  
Automotive - 1.6%               
Koito Manufacturing Co. Ltd.      1,862,400     $ 90,066,779  
USS Co. Ltd.      5,907,300       99,636,357  
    

 

 

 
             $ 189,703,136  
Brokerage & Asset Managers - 2.8%               
Euronext N.V.      1,831,166     $ 222,455,627  
Hong Kong Exchanges & Clearing Ltd.      2,117,500       106,448,056  
    

 

 

 
             $ 328,903,683  
Business Services - 0.7%               
Nomura Research Institute Ltd.      3,230,700     $ 85,987,285  
Computer Software - 0.5%               
Cadence Design Systems, Inc. (a)      550,609     $ 61,068,044  
Computer Software - Systems - 3.9%               
Amadeus IT Group S.A.      1,567,874     $ 87,769,675  
Constellation Software, Inc.      61,925       71,687,914  
EPAM Systems, Inc. (a)      307,976       100,738,950  
Fujitsu Ltd.      533,100       69,559,949  
Hitachi Ltd.      3,819,000       126,809,246  
    

 

 

 
             $ 456,565,734  
Conglomerates - 0.2%               
Melrose Industries PLC      20,773,027     $ 28,268,175  

 

12


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Construction - 2.0%               
Techtronic Industries Co. Ltd.      12,116,000     $ 153,111,452  
Toto Ltd.      1,835,200       80,128,464  
    

 

 

 
             $ 233,239,916  
Consumer Products - 2.3%               
Kao Corp.      1,541,300     $ 117,421,987  
Reckitt Benckiser Group PLC      1,490,319       149,613,020  
    

 

 

 
             $ 267,035,007  
Consumer Services - 1.2%               
51job, Inc., ADR (a)      614,744     $ 40,290,322  
Carsales.com Ltd.      1,482,121       22,426,841  
Persol Holdings Co. Ltd.      3,136,200       48,763,890  
SEEK Ltd.      1,861,619       27,975,208  
    

 

 

 
             $ 139,456,261  
Containers - 0.9%               
Brambles Ltd.      12,628,879     $ 102,540,501  
Electrical Equipment - 3.7%               
Legrand S.A.      1,629,433     $ 135,919,443  
Schneider Electric SE      2,349,218       290,856,870  
    

 

 

 
             $ 426,776,313  
Electronics - 3.6%               
Kyocera Corp.      1,602,000     $ 91,579,410  
NXP Semiconductors N.V.      798,944       100,475,197  
Samsung Electronics Co. Ltd.      1,804,143       82,013,403  
Silicon Motion Technology Corp., ADR      338,961       12,850,012  
Taiwan Semiconductor Manufacturing Co. Ltd.      8,823,326       128,253,448  
    

 

 

 
             $ 415,171,470  
Energy - Independent - 0.3%               
Oil Search Ltd.      15,088,137     $ 35,611,293  
Energy - Integrated - 2.6%               
BP PLC      25,002,029     $ 88,299,508  
Cairn Energy PLC (a)      23,296,235       43,909,154  
Eni S.p.A.      5,915,984       55,066,756  
Galp Energia SGPS S.A., “B”      6,078,566       65,081,612  
Idemitsu Kosan Co. Ltd.      2,304,600       50,715,881  
    

 

 

 
             $ 303,072,911  

 

13


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Food & Beverages - 4.5%               
Danone S.A.      2,129,806     $ 140,042,400  
Nestle S.A.      3,218,564       386,533,888  
    

 

 

 
             $ 526,576,288  
Food & Drug Stores - 0.2%               
Sugi Holdings Co. Ltd.      336,300     $ 24,290,186  
Gaming & Lodging - 0.5%               
Flutter Entertainment PLC      324,219     $ 53,654,892  
Insurance - 5.1%               
AIA Group Ltd.      20,973,600     $ 213,388,227  
AON PLC      892,417       178,474,476  
Hiscox Ltd. (a)      7,503,944       79,585,142  
Zurich Insurance Group AG      333,017       123,046,272  
    

 

 

 
             $ 594,494,117  
Internet - 3.4%               
NAVER Corp.      317,788     $ 85,847,974  
NetEase.com, Inc., ADR      261,696       127,500,908  
Scout24 AG      913,014       84,930,065  
Tencent Holdings Ltd.      1,384,600       94,357,034  
    

 

 

 
             $ 392,635,981  
Leisure & Toys - 1.6%               
Nintendo Co. Ltd.      166,600     $ 89,249,719  
Prosus N.V. (a)      576,381       57,667,195  
Yamaha Corp.      703,900       34,240,774  
    

 

 

 
             $ 181,157,688  
Machinery & Tools - 6.1%               
Daikin Industries Ltd.      1,101,400     $ 207,107,348  
GEA Group AG      2,533,116       92,379,654  
Kubota Corp.      8,080,700       145,817,779  
Ritchie Bros. Auctioneers, Inc.      1,623,814       95,012,446  
Schindler Holding AG      468,231       124,885,773  
SMC Corp.      95,400       52,097,809  
    

 

 

 
             $ 717,300,809  
Major Banks - 3.7%               
BNP Paribas (a)      3,937,262     $ 171,801,833  
Mitsubishi UFJ Financial Group, Inc.      24,986,600       104,029,682  
UBS Group AG      12,474,366       151,591,250  
    

 

 

 
             $ 427,422,765  

 

14


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Medical Equipment - 3.5%               
EssilorLuxottica (a)      1,089,241     $ 145,712,730  
Koninklijke Philips N.V. (a)      3,084,077       145,872,013  
Terumo Corp.      3,039,700       123,351,162  
    

 

 

 
             $ 414,935,905  
Natural Gas - Distribution - 0.4%               
China Resources Gas Group Ltd.      11,144,000     $ 52,095,599  
Natural Gas - Pipeline - 0.9%               
APA Group      6,564,235     $ 50,044,812  
TC Energy Corp.      1,065,455       49,819,527  
    

 

 

 
             $ 99,864,339  
Other Banks & Diversified Financials - 4.5%               
AIB Group PLC (a)      27,952,379     $ 34,457,757  
HDFC Bank Ltd. (a)      6,218,136       93,851,939  
Julius Baer Group Ltd.      2,500,994       119,799,812  
KBC Group N.V.      1,591,743       91,366,277  
Macquarie Group Ltd.      828,562       76,785,648  
PT Bank Central Asia Tbk      21,663,700       46,674,581  
Visa, Inc., “A”      321,589       68,173,652  
    

 

 

 
             $ 531,109,666  
Pharmaceuticals - 9.8%               
Bayer AG      2,083,655     $ 138,101,879  
Kyowa Kirin Co. Ltd.      5,230,300       135,170,928  
Novo Nordisk A.S., “B”      4,313,368       285,695,412  
Roche Holding AG      1,161,200       405,543,271  
Santen Pharmaceutical Co. Ltd.      9,450,600       180,330,101  
    

 

 

 
             $ 1,144,841,591  
Printing & Publishing - 1.4%               
Wolters Kluwer N.V.      2,043,889     $ 167,808,380  
Real Estate - 2.9%               
Grand City Properties S.A.      6,379,328     $ 163,674,602  
LEG Immobilien AG      1,167,499       171,730,163  
    

 

 

 
             $ 335,404,765  
Restaurants - 0.7%               
Yum China Holdings, Inc.      1,411,388     $ 81,451,201  

 

15


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Specialty Chemicals - 8.7%               
Akzo Nobel N.V.      1,541,832     $ 152,605,079  
Croda International PLC      1,811,279       142,852,412  
Kansai Paint Co. Ltd.      2,295,500       54,667,457  
Linde PLC      1,189,320       299,183,219  
Nitto Denko Corp.      1,493,500       90,583,509  
Sika AG      532,440       127,580,623  
Symrise AG      1,089,882       150,285,587  
    

 

 

 
             $ 1,017,757,886  
Telecommunications - Wireless - 2.8%               
Advanced Info Service Public Co. Ltd.      8,407,600     $ 49,436,607  
KDDI Corp.      4,467,800       129,562,745  
SoftBank Corp.      2,383,400       148,006,476  
    

 

 

 
             $ 327,005,828  
Telephone Services - 1.0%               
Hellenic Telecommunications Organization S.A.      3,849,801     $ 62,940,001  
Tele2 AB, “B”      4,012,754       56,852,529  
    

 

 

 
             $ 119,792,530  
Tobacco - 1.8%               
British American Tobacco PLC      3,881,496     $ 131,401,043  
Japan Tobacco, Inc.      4,083,600       76,296,827  
    

 

 

 
             $ 207,697,870  
Utilities - Electric Power - 2.7%               
CLP Holdings Ltd.      7,385,000     $ 72,468,176  
E.ON SE      3,874,460       45,819,752  
Iberdrola S.A.      10,805,984       136,045,657  
Orsted A.S.      467,025       66,081,981  
    

 

 

 
             $ 320,415,566  
Total Common Stocks (Identified Cost, $9,534,266,260)

 

  $ 11,524,264,605  
Investment Companies (h) - 1.0%               
Money Market Funds - 1.0%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $117,227,808)
     117,231,063     $ 117,231,063  
Other Assets, Less Liabilities - 0.4%           51,134,469  
Net Assets - 100.0%            $ 11,692,630,137  

 

16


Portfolio of Investments – continued

 

(a)

Non-income producing security.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $117,231,063 and $11,524,264,605, respectively.

(v)

Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

ADR   American Depositary Receipt

See Notes to Financial Statements

 

17


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/20

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

Assets         

Investments in unaffiliated issuers, at value (identified cost, $9,534,266,260)

     $11,524,264,605  

Investments in affiliated issuers, at value (identified cost, $117,227,808)

     117,231,063  

Receivables for

  

Investments sold

     1,139,144  

Fund shares sold

     16,223,614  

Dividends

     50,170,260  

Other assets

     6,553  

Total assets

     $11,709,035,239  
Liabilities         

Payables for

  

Investments purchased

     $8,840,447  

Fund shares reacquired

     4,345,897  

Payable to affiliates

  

Investment adviser

     832,270  

Administrative services fee

     6,144  

Shareholder servicing costs

     540,175  

Distribution and service fees

     30,138  

Program manager fees

     88  

Payable for independent Trustees’ compensation

     13  

Deferred country tax expense payable

     968,228  

Accrued expenses and other liabilities

     841,702  

Total liabilities

     $16,405,102  

Net assets

     $11,692,630,137  
Net assets consist of         

Paid-in capital

     $9,818,371,435  

Total distributable earnings (loss)

     1,874,258,702  

Net assets

     $11,692,630,137  

Shares of beneficial interest outstanding

     583,082,172  

 

18


Statement of Assets and Liabilities – continued

 

     Net assets      Shares
outstanding
     Net asset value
per share (a)
 

Class A

     $772,695,365        38,460,436        $20.09  

Class B

     2,630,779        135,899        19.36  

Class C

     17,619,633        934,857        18.85  

Class I

     898,820,831        43,107,025        20.85  

Class R1

     1,627,916        88,237        18.45  

Class R2

     89,943,054        4,642,619        19.37  

Class R3

     63,919,537        3,215,574        19.88  

Class R4

     41,618,815        2,065,343        20.15  

Class R6

     9,787,763,026        489,606,775        19.99  

Class 529A

     13,072,326        664,366        19.68  

Class 529B

     230,469        12,472        18.48  

Class 529C

     2,688,386        148,569        18.10  

 

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Classes A and 529A, for which the maximum offering prices per share were $21.32 [100 / 94.25 x $20.09] and $20.88 [100 / 94.25 x $19.68], respectively. On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R6, and 529A.

See Notes to Financial Statements

 

19


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/20

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Net investment income (loss)         

Income

  

Dividends

     $226,821,652  

Dividends from affiliated issuers

     1,210,448  

Other

     53,589  

Income on securities loaned

     52,474  

Interest

     191  

Foreign taxes withheld

     (21,047,473

Total investment income

     $207,090,881  

Expenses

  

Management fee

     $67,943,584  

Distribution and service fees

     2,621,776  

Shareholder servicing costs

     1,948,827  

Program manager fees

     7,626  

Administrative services fee

     573,208  

Independent Trustees’ compensation

     96,818  

Custodian fee

     1,496,400  

Shareholder communications

     88,983  

Audit and tax fees

     77,195  

Legal fees

     87,547  

Miscellaneous

     602,824  

Total expenses

     $75,544,788  

Reduction of expenses by investment adviser and distributor

     (1,077,716

Net expenses

     $74,467,072  

Net investment income (loss)

     $132,623,809  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers (net of $293,785 country tax)

     $12,914,384  

Affiliated issuers

     (12,998

Foreign currency

     504,939  

Net realized gain (loss)

     $13,406,325  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers (net of $1,670,030 decrease in deferred country tax)

     $1,276,596,312  

Affiliated issuers

     (8,266

Translation of assets and liabilities in foreign currencies

     2,869,721  

Net unrealized gain (loss)

     $1,279,457,767  

Net realized and unrealized gain (loss)

     $1,292,864,092  

Change in net assets from operations

     $1,425,487,901  

See Notes to Financial Statements

 

20


Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

    Year ended  
    8/31/20      8/31/19  
Change in net assets             
From operations                 

Net investment income (loss)

    $132,623,809        $173,044,547  

Net realized gain (loss)

    13,406,325        (159,620,089

Net unrealized gain (loss)

    1,279,457,767        (109,450,837

Change in net assets from operations

    $1,425,487,901        $(96,026,379

Total distributions to shareholders

    $(195,001,415      $(399,506,930

Change in net assets from fund share transactions

    $1,638,301,261        $904,797,447  

Total change in net assets

    $2,868,787,747        $409,264,138  
Net assets                 

At beginning of period

    8,823,842,390        8,414,578,252  

At end of period

    $11,692,630,137        $8,823,842,390  

See Notes to Financial Statements

 

21


Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Class A    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $17.89       $19.19       $18.16       $15.83       $16.34  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.19       $0.32       $0.26       $0.20 (c)      $0.25  

Net realized and unrealized gain (loss)

     2.33       (0.77     0.97       2.39       (0.50

Total from investment operations

     $2.52       $(0.45     $1.23       $2.59       $(0.25
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.32     $(0.72     $(0.20     $(0.26     $(0.26

From net realized gain

           (0.13                  

Total distributions declared to shareholders

     $(0.32     $(0.85     $(0.20     $(0.26     $(0.26

Net asset value, end of period (x)

     $20.09       $17.89       $19.19       $18.16       $15.83  

Total return (%) (r)(s)(t)(x)

     14.19       (1.82     6.79       16.66 (c)      (1.50
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.07       1.10       1.09       1.12 (c)      1.14  

Expenses after expense reductions (f)

     1.06       1.09       1.08       1.10 (c)      1.11  

Net investment income (loss)

     1.02       1.79       1.37       1.25 (c)      1.62  

Portfolio turnover

     22       22       25       33       40  

Net assets at end of period (000 omitted)

     $772,695       $622,639       $686,128       $693,538       $971,630  

See Notes to Financial Statements

 

22


Financial Highlights – continued

 

Class B    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $17.23       $18.48       $17.48       $15.21       $15.65  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.04       $0.16       $0.10       $0.10 (c)      $0.12  

Net realized and unrealized gain (loss)

     2.26       (0.72     0.95       2.28       (0.47

Total from investment operations

     $2.30       $(0.56     $1.05       $2.38       $(0.35
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.17     $(0.56     $(0.05     $(0.11     $(0.09

From net realized gain

           (0.13                  

Total distributions declared to shareholders

     $(0.17     $(0.69     $(0.05     $(0.11     $(0.09

Net asset value, end of period (x)

     $19.36       $17.23       $18.48       $17.48       $15.21  

Total return (%) (r)(s)(t)(x)

     13.38       (2.63     6.01       15.77 (c)      (2.20
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.82       1.85       1.84       1.87 (c)      1.89  

Expenses after expense reductions (f)

     1.81       1.84       1.82       1.85 (c)      1.86  

Net investment income (loss)

     0.21       0.97       0.55       0.61 (c)      0.82  

Portfolio turnover

     22       22       25       33       40  

Net assets at end of period (000 omitted)

     $2,631       $3,347       $4,922       $6,228       $7,967  
Class C    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.79       $17.99       $17.03       $14.85       $15.31  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.04       $0.17       $0.08       $0.10 (c)      $0.12  

Net realized and unrealized gain (loss)

     2.19       (0.70     0.94       2.21       (0.45

Total from investment operations

     $2.23       $(0.53     $1.02       $2.31       $(0.33
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.17     $(0.54     $(0.06     $(0.13     $(0.13

From net realized gain

           (0.13                  

Total distributions declared to shareholders

     $(0.17     $(0.67     $(0.06     $(0.13     $(0.13

Net asset value, end of period (x)

     $18.85       $16.79       $17.99       $17.03       $14.85  

Total return (%) (r)(s)(t)(x)

     13.36       (2.56     5.97       15.74 (c)      (2.16
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.82       1.85       1.84       1.87 (c)      1.89  

Expenses after expense reductions (f)

     1.81       1.84       1.83       1.85 (c)      1.86  

Net investment income (loss)

     0.23       1.05       0.44       0.64 (c)      0.85  

Portfolio turnover

     22       22       25       33       40  

Net assets at end of period (000 omitted)

     $17,620       $22,825       $27,800       $48,570       $62,124  

See Notes to Financial Statements

 

23


Financial Highlights – continued

 

Class I   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $18.55       $19.87       $18.79       $16.38       $16.90  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.24       $0.37       $0.26       $0.30 (c)      $0.30  

Net realized and unrealized gain (loss)

    2.43       (0.80     1.06       2.42       (0.51

Total from investment operations

    $2.67       $(0.43     $1.32       $2.72       $(0.21
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.37     $(0.76     $(0.24     $(0.31     $(0.31

From net realized gain

          (0.13                  

Total distributions declared to shareholders

    $(0.37     $(0.89     $(0.24     $(0.31     $(0.31

Net asset value, end of period (x)

    $20.85       $18.55       $19.87       $18.79       $16.38  

Total return (%) (r)(s)(t)(x)

    14.48       (1.61     7.05       16.95 (c)      (1.24
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.82       0.85       0.84       0.87 (c)      0.89  

Expenses after expense reductions (f)

    0.81       0.84       0.83       0.86 (c)      0.86  

Net investment income (loss)

    1.25       2.03       1.31       1.79 (c)      1.86  

Portfolio turnover

    22       22       25       33       40  

Net assets at end of period (000 omitted)

    $898,821       $593,064       $658,193       $1,099,134       $2,187,011  
Class R1   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $16.46       $17.72       $16.80       $14.63       $15.08  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.03       $0.15       $0.11       $0.09 (c)      $0.11  

Net realized and unrealized gain (loss)

    2.17       (0.69     0.90       2.20       (0.44

Total from investment operations

    $2.20       $(0.54     $1.01       $2.29       $(0.33
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.21     $(0.59     $(0.09     $(0.12     $(0.12

From net realized gain

          (0.13                  

Total distributions declared to shareholders

    $(0.21     $(0.72     $(0.09     $(0.12     $(0.12

Net asset value, end of period (x)

    $18.45       $16.46       $17.72       $16.80       $14.63  

Total return (%) (r)(s)(t)(x)

    13.40       (2.62     5.99       15.79 (c)      (2.19
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.82       1.85       1.84       1.87 (c)      1.89  

Expenses after expense reductions (f)

    1.81       1.84       1.83       1.85 (c)      1.86  

Net investment income (loss)

    0.19       0.95       0.60       0.61 (c)      0.78  

Portfolio turnover

    22       22       25       33       40  

Net assets at end of period (000 omitted)

    $1,628       $1,751       $2,153       $2,089       $2,418  

See Notes to Financial Statements

 

24


Financial Highlights – continued

 

Class R2    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $17.25       $18.53       $17.55       $15.31       $15.80  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.13       $0.26       $0.19       $0.17 (c)      $0.21  

Net realized and unrealized gain (loss)

     2.26       (0.75     0.95       2.30       (0.48

Total from investment operations

     $2.39       $(0.49     $1.14       $2.47       $(0.27
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.27     $(0.66     $(0.16     $(0.23     $(0.22

From net realized gain

           (0.13                  

Total distributions declared to shareholders

     $(0.27     $(0.79     $(0.16     $(0.23     $(0.22

Net asset value, end of period (x)

     $19.37       $17.25       $18.53       $17.55       $15.31  

Total return (%) (r)(s)(t)(x)

     13.95       (2.14     6.49       16.37 (c)      (1.69
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.32       1.35       1.34       1.37 (c)      1.39  

Expenses after expense reductions (f)

     1.31       1.34       1.33       1.35 (c)      1.36  

Net investment income (loss)

     0.73       1.51       1.04       1.10 (c)      1.38  

Portfolio turnover

     22       22       25       33       40  

Net assets at end of period (000 omitted)

     $89,943       $98,935       $121,197       $132,988       $152,133  
Class R3    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $17.70       $18.99       $17.98       $15.67       $16.16  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.18       $0.30       $0.25       $0.22 (c)      $0.24  

Net realized and unrealized gain (loss)

     2.32       (0.75     0.96       2.35       (0.48

Total from investment operations

     $2.50       $(0.45     $1.21       $2.57       $(0.24
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.32     $(0.71     $(0.20     $(0.26     $(0.25

From net realized gain

           (0.13                  

Total distributions declared to shareholders

     $(0.32     $(0.84     $(0.20     $(0.26     $(0.25

Net asset value, end of period (x)

     $19.88       $17.70       $18.99       $17.98       $15.67  

Total return (%) (r)(s)(t)(x)

     14.21       (1.83     6.75       16.67 (c)      (1.47
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.07       1.10       1.09       1.12 (c)      1.14  

Expenses after expense reductions (f)

     1.06       1.09       1.08       1.10 (c)      1.11  

Net investment income (loss)

     0.99       1.73       1.31       1.37 (c)      1.59  

Portfolio turnover

     22       22       25       33       40  

Net assets at end of period (000 omitted)

     $63,920       $61,214       $82,289       $91,653       $126,980  

See Notes to Financial Statements

 

25


Financial Highlights – continued

 

Class R4   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $17.93       $19.25       $18.21       $15.86       $16.36  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.23       $0.36       $0.30       $0.28 (c)      $0.30  

Net realized and unrealized gain (loss)

    2.35       (0.78     0.98       2.35       (0.50

Total from investment operations

    $2.58       $(0.42     $1.28       $2.63       $(0.20
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.36     $(0.77     $(0.24     $(0.28     $(0.30

From net realized gain

          (0.13                  

Total distributions declared to shareholders

    $(0.36     $(0.90     $(0.24     $(0.28     $(0.30

Net asset value, end of period (x)

    $20.15       $17.93       $19.25       $18.21       $15.86  

Total return (%) (r)(s)(t)(x)

    14.49       (1.65     7.07       16.92 (c)      (1.20
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.82       0.85       0.84       0.87 (c)      0.89  

Expenses after expense reductions (f)

    0.81       0.84       0.83       0.86 (c)      0.86  

Net investment income (loss)

    1.24       2.04       1.57       1.73 (c)      1.93  

Portfolio turnover

    22       22       25       33       40  

Net assets at end of period (000 omitted)

    $41,619       $54,352       $58,578       $63,884       $148,243  
Class R6   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $17.80       $19.11       $18.10       $15.79       $16.30  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.25       $0.38       $0.34       $0.28 (c)      $0.31  

Net realized and unrealized gain (loss)

    2.33       (0.77     0.95       2.36       (0.50

Total from investment operations

    $2.58       $(0.39     $1.29       $2.64       $(0.19
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.39     $(0.79     $(0.28     $(0.33     $(0.32

From net realized gain

          (0.13                  

Total distributions declared to shareholders

    $(0.39     $(0.92     $(0.28     $(0.33     $(0.32

Net asset value, end of period (x)

    $19.99       $17.80       $19.11       $18.10       $15.79  

Total return (%) (r)(s)(t)(x)

    14.61       (1.48     7.12       17.07 (c)      (1.13
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.71       0.74       0.74       0.77 (c)      0.79  

Expenses after expense reductions (f)

    0.70       0.73       0.73       0.76 (c)      0.76  

Net investment income (loss)

    1.37       2.18       1.80       1.72 (c)      2.02  

Portfolio turnover

    22       22       25       33       40  

Net assets at end of period (000 omitted)

    $9,787,763       $7,350,641       $6,756,773       $5,228,377       $2,766,544  

See Notes to Financial Statements

 

26


Financial Highlights – continued

 

Class 529A    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $17.52       $18.83       $17.84       $15.61       $16.12  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.17       $0.31       $0.26       $0.23 (c)      $0.19  

Net realized and unrealized gain (loss)

     2.31       (0.77     0.95       2.31       (0.44

Total from investment operations

     $2.48       $(0.46     $1.21       $2.54       $(0.25
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.32     $(0.72     $(0.22     $(0.31     $(0.26

From net realized gain

           (0.13                  

Total distributions declared to shareholders

     $(0.32     $(0.85     $(0.22     $(0.31     $(0.26

Net asset value, end of period (x)

     $19.68       $17.52       $18.83       $17.84       $15.61  

Total return (%) (r)(s)(t)(x)

     14.23       (1.94     6.78       16.60 (c)      (1.52
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.12       1.15       1.15       1.22 (c)      1.23  

Expenses after expense reductions (f)

     1.09       1.13       1.11       1.13 (c)      1.13  

Net investment income (loss)

     0.96       1.77       1.37       1.39 (c)      1.22  

Portfolio turnover

     22       22       25       33       40  

Net assets at end of period (000 omitted)

     $13,072       $11,805       $12,615       $10,464       $9,101  
Class 529B    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.47       $17.72       $16.79       $14.78       $15.19  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.03       $0.16       $0.10       $0.09 (c)      $0.05  

Net realized and unrealized gain (loss)

     2.16       (0.71     0.90       2.18       (0.39

Total from investment operations

     $2.19       $(0.55     $1.00       $2.27       $(0.34
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.18     $(0.57     $(0.07     $(0.26     $(0.07

From net realized gain

           (0.13                  

Total distributions declared to shareholders

     $(0.18     $(0.70     $(0.07     $(0.26     $(0.07

Net asset value, end of period (x)

     $18.48       $16.47       $17.72       $16.79       $14.78  

Total return (%) (r)(s)(t)(x)

     13.33       (2.64     5.94       15.68 (c)      (2.25
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.87       1.90       1.90       1.97 (c)      1.98  

Expenses after expense reductions (f)

     1.86       1.89       1.88       1.90 (c)      1.90  

Net investment income (loss)

     0.16       1.00       0.56       0.58 (c)      0.37  

Portfolio turnover

     22       22       25       33       40  

Net assets at end of period (000 omitted)

     $230       $287       $358       $386       $434  

See Notes to Financial Statements

 

27


Financial Highlights – continued

 

Class 529C    Year ended  
     8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

     $16.13       $17.38       $16.51       $14.53       $15.01  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.03       $0.15       $0.09       $0.10 (c)      $0.07  

Net realized and unrealized gain (loss)

     2.12       (0.69     0.89       2.15       (0.41

Total from investment operations

     $2.15       $(0.54     $0.98       $2.25       $(0.34
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.18     $(0.58     $(0.11     $(0.27     $(0.14

From net realized gain

           (0.13                  

Total distributions declared to shareholders

     $(0.18     $(0.71     $(0.11     $(0.27     $(0.14

Net asset value, end of period (x)

     $18.10       $16.13       $17.38       $16.51       $14.53  

Total return (%) (r)(s)(t)(x)

     13.39       (2.68     5.93       15.78 (c)      (2.28
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.87       1.90       1.90       1.97 (c)      1.99  

Expenses after expense reductions (f)

     1.85       1.89       1.87       1.89 (c)      1.90  

Net investment income (loss)

     0.18       0.95       0.53       0.63 (c)      0.47  

Portfolio turnover

     22       22       25       33       40  

Net assets at end of period (000 omitted)

     $2,688       $2,981       $3,572       $3,856       $3,298  

 

(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.

See Notes to Financial Statements

 

28


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Research International Fund (the fund) is a diversified series of MFS Series Trust I (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have

 

29


Notes to Financial Statements – continued

 

been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price 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. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. 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. In determining values, 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.

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 the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser 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 floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser 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 foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt 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. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser 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

 

30


Notes to Financial Statements – continued

 

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.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments   Level 1     Level 2     Level 3     Total  
Equity Securities:        

Japan

    $566,839,227       $1,888,632,523       $—       $2,455,471,750  

Switzerland

    1,504,103,852                   1,504,103,852  

France

    1,314,098,309                   1,314,098,309  

Germany

    990,221,381                   990,221,381  

United Kingdom

    861,750,291                   861,750,291  

United States

    707,638,341                   707,638,341  

Netherlands

    624,427,864                   624,427,864  

Hong Kong

          545,415,911             545,415,911  

China

    249,242,431       146,452,633             395,695,064  

Other Countries

    1,580,921,019       544,520,823             2,125,441,842  
Mutual Funds     117,231,063                   117,231,063  
Total     $8,516,473,778       $3,125,021,890       $—       $11,641,495,668  

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans

 

31


Notes to Financial Statements – continued

 

can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2020, there were no securities on loan or collateral outstanding.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code,

 

32


Notes to Financial Statements – continued

 

and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to wash sale loss deferrals.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
Ordinary income (including any short-term capital gains)      $195,001,415        $342,429,321  
Long-term capital gains             57,077,609  
Total distributions      $195,001,415        $399,506,930  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 8/31/20       
Cost of investments      $9,719,195,803  
Gross appreciation      2,664,446,536  
Gross depreciation      (742,146,671
Net unrealized appreciation (depreciation)      $1,922,299,865  
Undistributed ordinary income      96,527,606  
Capital loss carryforwards      (146,534,521
Other temporary differences      1,965,752  

 

33


Notes to Financial Statements – continued

 

As of August 31, 2020, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(57,210,176
Long-Term      (89,324,345
Total      $(146,534,521

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after purchase. Class C and Class 529C shares will convert to Class A and Class 529A shares, respectively, approximately ten years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year
ended
8/31/20
     Year
ended
8/31/19
 
Class A      $11,396,464        $30,548,265  
Class B      30,070        168,883  
Class C      220,193        980,659  
Class I      11,272,253        28,945,460  
Class R1      22,306        84,285  
Class R2      1,489,011        4,982,298  
Class R3      1,090,789        3,381,859  
Class R4      725,317        2,607,048  
Class R6      168,508,766        327,097,188  
Class 529A      212,373        556,856  
Class 529B      3,033        13,781  
Class 529C      30,840        140,348  
Total      $195,001,415        $399,506,930  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.90
In excess of $1 billion and up to $2 billion      0.80
In excess of $2 billion and up to $5 billion      0.70
In excess of $5 billion and up to $10 billion      0.60
In excess of $10 billion and up to $20 billion      0.55
In excess of $20 billion      0.50

 

34


Notes to Financial Statements – continued

 

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 year ended August 31, 2020, this management fee reduction amounted to $1,065,196, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.67% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $74,753 and $4,848 for the year ended August 31, 2020, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.

The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule 12b-1 of the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

 

    

Distribution

Fee Rate (d)

     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
    

Distribution

and Service

Fee

 
Class A             0.25%        0.25%        0.25%        $1,687,040  
Class B      0.75%        0.25%        1.00%        1.00%        29,513  
Class C      0.75%        0.25%        1.00%        1.00%        207,630  
Class R1      0.75%        0.25%        1.00%        1.00%        16,858  
Class R2      0.25%        0.25%        0.50%        0.50%        463,756  
Class R3             0.25%        0.25%        0.25%        156,125  
Class 529A             0.25%        0.25%        0.23%        30,555  
Class 529B      0.75%        0.25%        1.00%        1.00%        2,586  
Class 529C      0.75%        0.25%        1.00%        0.99%        27,713  
Total Distribution and Service Fees

 

           $2,621,776  

 

(d)

In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2020 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2020, this rebate amounted to $9,444, $1, $72, $693, $2,137, $3, and $170 for Class A, Class B, Class C, Class R2, Class 529A, Class 529B, and Class 529C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B and

 

35


Notes to Financial Statements – continued

 

Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2020, were as follows:

 

     Amount  
Class A      $1,159  
Class B      4,061  
Class C      1,179  
Class 529B      5  
Class 529C      73  

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and 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. Program manager fees for the year ended August 31, 2020, were as follows:

 

     Fee  
Class 529A      $6,111  
Class 529B      129  
Class 529C      1,386  
Total Program Manager Fees      $7,626  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2020, the fee was $153,571, which equated to 0.0015% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,795,256.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.0057% of the fund’s average daily net assets.

 

36


Notes to Financial Statements – continued

 

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended August 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $13,643,982 and $4,725,957, respectively. The sales transactions resulted in net realized gains (losses) of $(1,987,469).

(4) Portfolio Securities

For the year ended August 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $3,717,507,008 and $2,187,994,825, respectively.

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     13,963,138        $243,893,288        6,308,181        $108,057,448  

Class B

     434        8,259        6,034        99,733  

Class C

     160,107        2,687,377        376,118        5,774,726  

Class I

     28,023,915        529,889,314        10,627,716        191,924,273  

Class R1

     15,393        258,945        11,118        182,062  

Class R2

     635,974        10,968,211        671,662        11,368,179  

Class R3

     1,005,627        18,100,300        431,846        7,494,227  

Class R4

     506,755        9,333,025        550,567        9,576,959  

Class R6

     95,811,233        1,741,916,575        108,922,349        1,895,362,745  

Class 529A

     103,747        1,834,726        87,876        1,489,187  

Class 529B

     266        4,879        805        12,865  

Class 529C

     15,983        273,521        17,370        275,909  
     140,242,572        $2,559,168,420        128,011,642        $2,231,618,313  

 

37


Notes to Financial Statements – continued

 

     Year ended
8/31/20
    Year ended
8/31/19
 
     Shares     Amount     Shares     Amount  
Shares issued to shareholders in reinvestment of distributions         

Class A

     437,182       $8,358,920       1,384,970       $22,173,336  

Class B

     1,242       23,006       8,845       137,183  

Class C

     9,214       166,220       44,618       674,185  

Class I

     442,527       8,766,464       1,213,492       20,107,565  

Class R1

     1,263       22,306       5,660       83,875  

Class R2

     79,497       1,469,099       310,892       4,809,494  

Class R3

     57,653       1,090,789       213,501       3,381,859  

Class R4

     37,248       713,292       160,956       2,578,518  

Class R6

     8,352,804       158,536,225       19,346,528       307,416,337  

Class 529A

     11,339       212,373       35,487       556,785  

Class 529B

     171       3,033       929       13,781  

Class 529C

     1,781       30,840       9,666       140,348  
     9,431,921       $179,392,567       22,735,544       $362,073,266  
Shares reacquired

 

     

Class A

     (10,752,192     $(192,913,401     (8,627,351     $(149,525,414

Class B

     (59,995     (1,061,298     (87,072     (1,469,628

Class C

     (594,255     (10,250,272     (606,008     (9,833,848

Class I

     (17,336,911     (307,238,171     (12,990,232     (235,108,050

Class R1

     (34,780     (565,446     (31,884     (499,317

Class R2

     (1,806,604     (32,098,920     (1,789,045     (30,140,366

Class R3

     (1,306,755     (23,979,131     (1,518,596     (26,270,828

Class R4

     (1,510,071     (28,331,024     (723,854     (12,619,137

Class R6

     (27,561,757     (500,610,866     (68,790,407     (1,220,513,670

Class 529A

     (124,476     (2,251,083     (119,736     (2,083,794

Class 529B

     (5,399     (91,935     (4,495     (74,302

Class 529C

     (53,968     (868,179     (47,818     (755,778
     (61,147,163     $(1,100,259,726     (95,336,498     $(1,688,894,132
Net change         

Class A

     3,648,128       $59,338,807       (934,200     $(19,294,630

Class B

     (58,319     (1,030,033     (72,193     (1,232,712

Class C

     (424,934     (7,396,675     (185,272     (3,384,937

Class I

     11,129,531       231,417,607       (1,149,024     (23,076,212

Class R1

     (18,124     (284,195     (15,106     (233,380

Class R2

     (1,091,133     (19,661,610     (806,491     (13,962,693

Class R3

     (243,475     (4,788,042     (873,249     (15,394,742

Class R4

     (966,068     (18,284,707     (12,331     (463,660

Class R6

     76,602,280       1,399,841,934       59,478,470       982,265,412  

Class 529A

     (9,390     (203,984     3,627       (37,822

Class 529B

     (4,962     (84,023     (2,761     (47,656

Class 529C

     (36,204     (563,818     (20,782     (339,521
     88,527,330       $1,638,301,261       55,410,688       $904,797,447  

 

38


Notes to Financial Statements – continued

 

Class T shares were not publicly available for sale during the period. Please see the fund’s prospectus for details.

Effective June 1, 2019, purchases of the fund’s Class B and Class 529B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS International Diversification Fund, the MFS Growth Allocation Fund, the MFS Moderate Allocation Fund, the MFS Aggressive Growth Allocation Fund, and the MFS Conservative Allocation Fund were the owners of record of approximately 63%, 3%, 3%, 1%, and 1%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, the MFS Lifetime 2055 Fund, the MFS Lifetime 2060 Fund, and the MFS Lifetime Income Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended August 31, 2020, the fund’s commitment fee and interest expense were $48,150 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $73,245,985       $2,017,146,659       $1,973,140,317       $(12,998     $(8,266     $117,231,063  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

        $1,210,448       $—  

 

39


Notes to Financial Statements – continued

 

(8) Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and 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. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

(9) Subsequent Event

On October 2, 2020, the fund announced that effective December 21, 2020, the time period will be shortened for the automatic conversion of Class C and Class 529C shares to Class A and Class 529A shares, respectively, of the same fund, from approximately ten years to approximately eight years after purchase. On or about December 21, 2020 any Class C and Class 529C shares that have an original purchase date of December 31, 2012 or earlier will automatically convert to Class A or Class 529A shares, respectively, of the same fund. Please see the fund’s prospectus for details.

 

40


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS Research International Fund and the Board of Trustees of MFS Series Trust I

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Research International Fund (the “Fund”) (one of the funds constituting MFS Series Trust I (the “Trust”)), including the portfolio of investments, as of August 31, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting MFS Series Trust I) at August 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included

 

41


Report of Independent Registered Public Accounting Firm – continued

 

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more MFS investment companies since 1993.

Boston, Massachusetts

October 19, 2020

 

42


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 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.

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of

MFS Funds

overseen

by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k) (age 56)   Trustee   February 2004   133   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)   N/A

Robin A. Stelmach (k)

(age 59)

  Trustee   January 2014   133  

Massachusetts Financial

Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)

  N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 65)

  Trustee and Chair of Trustees   January 2009   133   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   133   Private investor; Financial Accounting Standards Advisory Council, Chairman (2014-2015)   N/A

 

43


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

John A. Caroselli

(age 66)

  Trustee   March 2017   133   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   133   Private investor   N/A

Peter D. Jones

(age 65)

  Trustee   January 2019   133   Private investor; Franklin Templeton Institutional, LLC (investment management), Chairman (since June 30, 2020); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

44


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

James W. Kilman, Jr.

(age 59)

  Trustee   January 2019   133   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.

(age 64)

  Trustee   March 2017   133   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   133   Private investor   N/A

Laurie J. Thomsen

(age 63)

  Trustee   March 2005   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

45


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

OFFICERS        

Christopher R. Bohane (k)

(age 46)

  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   133   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   133   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   133   Massachusetts Financial Services Company, Senior Vice President

 

46


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   133   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 (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel

Susan A. Pereira (k)

(age 49)

  Assistant
Secretary and Assistant Clerk
  July 2005   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 49)

  Assistant Treasurer   September 2012   133   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 45)

  Assistant Secretary and Assistant Clerk   October 2014   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

 

47


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015)

James O. Yost (k)

(age 60)

  Treasurer   September 1990   133   Massachusetts Financial Services Company, Senior Vice President

 

(h)

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.

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

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 Funds 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 Board’s 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).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

 

48


Trustees and Officers – continued

 

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser   Custodian

Massachusetts Financial Services Company
111 Huntington Avenue

Boston, MA 02199-7618

 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm

MFS Fund Distributors, Inc.
111 Huntington Avenue

Boston, MA 02199-7618

 

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Manager(s)  

Victoria Higley

Camille Humphries Lee

 

 

49


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Research International Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the

 

50


Board Review of Investment Advisory Agreement – continued

 

Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 3rd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the ten-, five-, three- and one-year periods ended December 31, 2019.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information

 

51


Board Review of Investment Advisory Agreement – continued

 

provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was approximately at the Broadridge expense group median and the Fund’s total expense ratio was lower than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion, $2 billion, $5 billion, $10 billion and $20 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life

 

52


Board Review of Investment Advisory Agreement – continued

 

Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

53


STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

The fund has adopted and implemented a liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The fund’s Board of Trustees (the “Board”) has designated MFS as the administrator of the Program. The Program is reasonably designed to assess and manage the liquidity risk of the fund. Liquidity risk is the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests.

MFS provided a written report to the Board for consideration at its April 2020 meeting that addressed the operation of the Program and provided an assessment of the adequacy and effectiveness of the Program during the period from the adoption of the Program on December 1, 2018 to December 31, 2019 (the “Covered Period”). The report concluded that during the Covered Period the Program had operated effectively and had adequately and effectively been implemented to assess and manage the fund’s liquidity risk. MFS also reported that there were no liquidity events that impacted the fund or its ability to timely meet redemptions without dilution to existing shareholders during the Covered Period.

There can be no assurance that the Program will achieve its objectives in the future. Further information on liquidity risk, and other principal risks to which an investment in the fund may be subject, can be found in the prospectus.

 

54


PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders 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.

Under the Trust’s 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.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2020 income tax forms in January 2021. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates the maximum amount allowable as qualified dividend income eligible to be taxed at the same rate as long-term capital gain.

Income derived from foreign sources was $226,037,573. The fund intends to pass through foreign tax credits of $20,986,212 for the fiscal year.

 

55


rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

56


Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

57


LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 219341

Kansas City, MO 64121-9341

OVERNIGHT MAIL

MFS Service Center, Inc.

Suite 219341

430 W 7th Street

Kansas City, MO 64105-1407

 


Annual Report

August 31, 2020

 

LOGO

 

MFS® Technology Fund

 

LOGO

 

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 Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site 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.

 

SCT-ANN

 


MFS® Technology Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     11  
Statement of assets and liabilities     15  
Statement of operations     17  
Statements of changes in net assets     18  
Financial highlights     19  
Notes to financial statements     28  
Report of independent registered public accounting firm     41  
Trustees and officers     43  
Board review of investment advisory agreement     50  
Statement regarding liquidity risk management program     54  
Proxy voting policies and information     55  
Quarterly portfolio disclosure     55  
Further information     55  
Information about fund contracts and legal claims     55  
Federal tax information     55  
MFS® privacy notice     56  
Contact information     back cover  

 

The report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings in early 2020 as the coronavirus pandemic brought the global economy to a standstill for several months. Optimism over the

development of vaccines and therapeutics, along with a decline in cases in countries affected by the outbreak early on, brightened the economic and market outlook during the second quarter, as did the phased reopening of U.S. states. However, a great deal of uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when the risks are rising for a second wave of infection. Political uncertainty is heightened as well, as the pandemic has caused many jurisdictions in the United States to adopt mail-in voting for the first time, raising questions over whether ballots in the November elections will be counted as quickly as they have been in the past.

 

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support, though in the United States some of those measures were allowed to lapse at the end of July as negotiators found themselves at an impasse over the scope of additional funding. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can also sow the seeds of instability. In the aftermath of the crisis, societal changes may be likely, as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to the responsible allocation of capital allow us to tune out the noise and uncover what we believe are the best, most durable investment opportunities in the market. Through our unique global investment platform, we combine collective expertise, thoughtful risk management, and long-term discipline to create sustainable value for investors.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

October 19, 2020

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

1


PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings

 

Amazon.com, Inc.     11.4%  
Microsoft Corp.     9.6%  
Facebook, Inc., “A”     4.6%  
Alphabet, Inc., “A”     4.0%  
Adobe Systems, Inc.     4.0%  
Mastercard, Inc., “A”     3.9%  
Visa, Inc., “A”     3.9%  
Apple, Inc.     3.8%  
PayPal Holdings, Inc.     2.8%  
Salesforce.com, Inc.     2.8%  
Top five industries

 

Computer Software     23.5%  
Internet     14.6%  
Specialty Stores     12.4%  
Computer Software - Systems     10.9%  
Business Services     9.4%  
 

 

 

 

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of August 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

2


MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2020, Class A shares of the MFS Technology Fund (fund) provided a total return of 48.23%, at net asset value. This compares with a return of 21.94% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index and a return of 51.84% for the fund’s other benchmark, the Standard & Poor’s North American Technology Sector Index.

Market Environment

Markets experienced an extraordinarily sharp selloff and in many cases an unusually rapid recovery late in the period. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the deepest, steepest, and possibly shortest recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and when vaccines or medicines will become available to prevent or treat it.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in a price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the United States also decreasing production, which – along with the gradual reopening of some major economies and the resultant boost in demand – helped stabilize the price of crude oil.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible average-inflation-targeting framework, which is expected to result in policy rates remaining at low levels for longer. In developed countries, monetary easing measures were complemented by large fiscal stimulus initiatives, although late in the period there was uncertainty surrounding the timing and scope of additional US recovery funding. Due to relatively manageable external liabilities and balances of payments in many countries, along with persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

As has often been the case in a crisis, market vulnerabilities have been revealed. For example, companies that have added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks have in many cases halted share repurchases and cut dividends, and some firms have been forced to recapitalize.

 

3


Management Review – continued

 

Detractors from Performance

Stock selection in the automotive industry weakened performance relative to the Standard & Poor’s North American Technology Sector Index, led by the fund’s short exposure to electric vehicle manufacturer Tesla (b)(h).

The share price of Tesla increased as the company reported solid financial results due to strong deliveries amid the launch of its Model Y and China factory, despite weak near-term demand for autos during the initial stages of the pandemic among its Detroit peers.

An overweight position and, to a lesser extent, stock selection in the aerospace & defense industry detracted from relative returns. Here, the fund’s holdings of global aerospace and defense technology innovator L3Harris Technologies (b)(h) held back relative results.

An overweight position in the business services industry also held back relative performance. Within this industry, overweight positions in financial technology services provider Fiserv and electronic payment services company Global Payments hindered relative returns.

Elsewhere, the fund’s underweight positions in computer and personal electronics maker Apple, computer graphics processors maker NVIDIA, social networking service provider Facebook and cloud-based e-commerce platform operator Shopify (Canada) weighed on relative performance. Despite supply constraints for both the Apple Watch and Apple Airpods Pro, the share price of Apple was supported by stronger-than-anticipated revenues, driven by robust demand in its wearable technology and services segments, paired with strong iPhone sales. Additionally, holding shares of educational services provider Grand Canyon Education (b)(h) further dampened relative results.

The fund’s cash and/or cash equivalents position during the period was also a detractor from relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash held back performance versus the benchmark, which has no cash position.

Contributors to Performance

Stock selection and, to a lesser extent, an overweight position in the computer software industry contributed to relative performance. Within this industry, the fund’s overweight position in software and information technology provider DocuSign, and not holding shares of information technology products and services provider Oracle, benefited relative returns.

Stock selection in the electronics industry also supported relative returns, led by the fund’s avoidance of semiconductor company Intel. The share price of Intel came under pressure as management lowered its forward-looking gross margin guidance and reported a delay in its 7nm CPU product launch.

Other top relative contributors for the period included the fund’s short exposure to network equipment company Cisco Systems (h), and not holding shares of diversified technology products and services company IBM, human resources management software and services provider Automatic Data Processing and online travel company Booking Holdings.

 

4


Management Review – continued

 

The share price of Cisco lagged the broader market as the company lowered its guidance amid uncertainty related to the COVID-19 pandemic and the potential effect on customer’s technology budgets. In addition, holding shares of consumer digital health platform operator Livongo Health (b), an overweight position in internet retailer Amazon.com, and an underweight position in internet technology company Alphabet further supported relative returns.

Respectfully,

Portfolio Manager(s)

Matthew Sabel

 

(b)

Security is not a benchmark constituent.

(h)

Security was not held in the portfolio at period end.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

5


PERFORMANCE SUMMARY THROUGH 8/31/20

The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

6


Performance Summary – continued

 

Total Returns through 8/31/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    1/02/97   48.23%   25.44%   20.97%   N/A    
    B    4/14/00   47.07%   24.50%   20.06%   N/A    
    C    4/14/00   47.11%   24.50%   20.07%   N/A    
    I    1/02/97   48.57%   25.74%   21.27%   N/A    
    R1    4/01/05   47.10%   24.50%   20.07%   N/A    
    R2    10/31/03   47.84%   25.12%   20.67%   N/A    
    R3    4/01/05   48.18%   25.44%   20.97%   N/A    
    R4    4/01/05   48.57%   25.75%   21.27%   N/A    
    R6    1/02/13   48.71%   25.87%   N/A   22.73%    
Comparative benchmark(s)                    
    Standard & Poor’s 500 Stock Index (f)   21.94%   14.46%   15.16%   N/A    
     Standard & Poor’s North American Technology
Sector Index (f)
  51.84%   27.71%   22.46%   N/A     
Average annual with sales charge                    
    A
With Initial Sales Charge (5.75%)
  39.70%   23.97%   20.26%   N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  43.07%   24.33%   20.06%   N/A    
    C
With CDSC (1% for 12 months) (v)
  46.11%   24.50%   20.07%   N/A    

CDSC – Contingent Deferred Sales Charge.

Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.

(f)

Source: FactSet Research Systems Inc.

(t)

For the period from the class inception date through the stated period end (for those share classes with less than 10 years of performance history). No comparative benchmark performance information is provided for “life” periods. (See Notes to Performance Summary.)

(v)

Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

Standard & Poor’s 500 Stock Index – a market capitalization-weighted index of 500 widely held equity securities, designed to measure broad U.S. equity performance.(b)

Standard & Poor’s North American Technology Sector Index – a modified market capitalization-weighted index that measures the performance of selected technology stocks.(b)

It is not possible to invest directly in an index.

 

(b)

“Standard & Poor’s®” and “S&P®” are registered trademarks of Standard & Poor’s 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

 

7


Performance Summary – continued

 

  and sublicensed for certain purposes by MFS. The S&P 500® is a product of S&P Dow Jones Indices LLC, and has been licensed for use by MFS. MFS’s 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).

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date. As the fund’s share classes may have different inception dates, the life returns may represent different time periods and may not be comparable. As a result, no comparative benchmark performance information is provided for life periods.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

8


EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2020 through August 31, 2020

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2020 through August 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

9


Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/20
    Ending
Account Value
8/31/20
    Expenses
Paid During
Period (p)
3/01/20-8/31/20
 
A   Actual     1.15%       $1,000.00       $1,383.80       $6.89  
  Hypothetical (h)     1.15%       $1,000.00       $1,019.36       $5.84  
B   Actual     1.90%       $1,000.00       $1,378.59       $11.36  
  Hypothetical (h)     1.90%       $1,000.00       $1,015.58       $9.63  
C   Actual     1.90%       $1,000.00       $1,378.34       $11.36  
  Hypothetical (h)     1.90%       $1,000.00       $1,015.58       $9.63  
I   Actual     0.90%       $1,000.00       $1,385.50       $5.40  
  Hypothetical (h)     0.90%       $1,000.00       $1,020.61       $4.57  
R1   Actual     1.90%       $1,000.00       $1,378.45       $11.36  
  Hypothetical (h)     1.90%       $1,000.00       $1,015.58       $9.63  
R2   Actual     1.40%       $1,000.00       $1,381.98       $8.38  
  Hypothetical (h)     1.40%       $1,000.00       $1,018.10       $7.10  
R3   Actual     1.15%       $1,000.00       $1,383.61       $6.89  
  Hypothetical (h)     1.15%       $1,000.00       $1,019.36       $5.84  
R4   Actual     0.90%       $1,000.00       $1,385.42       $5.40  
  Hypothetical (h)     0.90%       $1,000.00       $1,020.61       $4.57  
R6   Actual     0.81%       $1,000.00       $1,386.13       $4.86  
  Hypothetical (h)     0.81%       $1,000.00       $1,021.06       $4.12  

 

(h)

5% class return per year before expenses.

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Expense ratios include 0.02% of investment related expenses from short sales (See Note 2 of the Notes to Financial Statements).

 

10


PORTFOLIO OF INVESTMENTS

8/31/20

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

 

Issuer    Shares/Par     Value ($)  
Common Stocks - 97.9%               
Aerospace - 0.6%               
CACI International, Inc., “A” (a)      35,945     $ 8,417,960  
PAE, Inc. (a)      436,901       3,860,020  
    

 

 

 
             $ 12,277,980  
Biotechnology - 0.7%               
Adaptive Biotechnologies Corp. (a)      128,672     $ 5,354,042  
Illumina, Inc. (a)      24,118       8,615,432  
    

 

 

 
             $ 13,969,474  
Brokerage & Asset Managers - 1.0%               
NASDAQ, Inc.      92,157     $ 12,387,744  
Tradeweb Markets, Inc.      138,671       7,944,462  
    

 

 

 
             $ 20,332,206  
Business Services - 9.4%               
Clarivate PLC (a)      522,056     $ 15,369,329  
Endava PLC, ADR (a)      223,207       12,162,549  
Equifax, Inc.      62,984       10,598,318  
Fidelity National Information Services, Inc.      252,771       38,130,505  
Fiserv, Inc. (a)      30,537       3,040,874  
Global Payments, Inc.      185,309       32,729,276  
IHS Markit Ltd.      140,097       11,196,552  
PayPal Holdings, Inc. (a)      284,850       58,149,279  
Verisk Analytics, Inc., “A”      56,295       10,508,588  
    

 

 

 
             $ 191,885,270  
Cable TV - 1.1%               
Charter Communications, Inc., “A” (a)      36,295     $ 22,343,565  
Computer Software - 23.5%               
Adobe Systems, Inc. (a)      158,249     $ 81,243,454  
Atlassian Corp. PLC, “A” (a)      56,081       10,754,093  
Autodesk, Inc. (a)      56,086       13,780,330  
Black Knight, Inc. (a)      159,419       13,407,138  
Coupa Software, Inc. (a)      23,576       7,726,798  
DocuSign, Inc. (a)      80,434       17,936,782  
Dun & Bradstreet Holdings, Inc. (a)      213,868       5,423,692  
Microsoft Corp.      871,695       196,593,373  
Okta, Inc. (a)      59,570       12,829,591  

 

11


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Computer Software - continued               
OneConnect Financial Technology, ADR (a)      354,521     $ 7,647,018  
Ping Identity Holding Corp. (a)      54,222       1,869,032  
Rakus Co. Ltd.      404,400       10,778,655  
RingCentral, Inc. (a)      80,089       23,287,478  
Salesforce.com, Inc. (a)      210,263       57,328,207  
Twilio, Inc., “A” (a)      29,926       8,072,838  
Zendesk, Inc. (a)      126,733       12,214,527  
    

 

 

 
             $ 480,893,006  
Computer Software - Systems - 10.9%               
Apple, Inc.      603,048     $ 77,817,314  
Constellation Software, Inc.      14,120       16,346,118  
Descartes Systems Group, Inc. (a)      183,874       11,219,789  
EPAM Systems, Inc. (a)      50,591       16,548,316  
HubSpot, Inc. (a)      61,070       18,301,458  
Q2 Holdings, Inc. (a)      95,534       9,294,503  
ServiceNow, Inc. (a)      79,474       38,308,057  
Square, Inc., “A” (a)      69,300       11,057,508  
TransUnion      126,436       10,964,530  
Wix.com Ltd. (a)      43,727       12,883,286  
    

 

 

 
             $ 222,740,879  
Electronics - 9.0%               
Advanced Micro Devices (a)      378,423     $ 34,368,377  
ASML Holding N.V.      26,689       9,986,490  
KLA Corp.      98,683       20,243,831  
Lam Research Corp.      72,008       24,219,171  
Marvell Technology Group Ltd.      431,589       16,737,021  
NVIDIA Corp.      106,164       56,795,617  
Skyworks Solutions, Inc.      150,483       21,797,462  
    

 

 

 
             $ 184,147,969  
Internet - 14.6%               
Alibaba Group Holding Ltd., ADR (a)      138,213     $ 39,671,277  
Alphabet, Inc., “A” (a)      50,742       82,685,611  
Facebook, Inc., “A” (a)      319,917       93,799,664  
Farfetch Ltd., “A” (a)      270,163       7,480,814  
Match Group, Inc. (a)      86,325       9,640,776  
Mercadolibre, Inc. (a)      8,547       9,987,939  
NetEase.com, Inc., ADR      41,937       20,432,126  
Tencent Holdings Ltd.      514,200       35,041,446  
    

 

 

 
             $ 298,739,653  

 

12


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Leisure & Toys - 3.5%               
Activision Blizzard, Inc.      361,972     $ 30,231,901  
Electronic Arts, Inc. (a)      178,594       24,908,505  
Take-Two Interactive Software, Inc. (a)      96,071       16,446,395  
    

 

 

 
             $ 71,586,801  
Medical & Health Technology & Services - 1.3%               
Guardant Health, Inc. (a)      103,398     $ 9,874,509  
Livongo Health, Inc. (a)      123,045       16,894,079  
    

 

 

 
             $ 26,768,588  
Medical Equipment - 0.5%               
Bio-Techne Corp.      36,127     $ 9,229,003  
Network & Telecom - 1.1%               
CoreSite Realty Corp., REIT      69,206     $ 8,474,275  
QTS Realty Trust, Inc., REIT, “A”      189,048       12,821,235  
    

 

 

 
             $ 21,295,510  
Other Banks & Diversified Financials - 7.8%               
Mastercard, Inc., “A”      223,265     $ 79,971,290  
Visa, Inc., “A”      376,760       79,869,353  
    

 

 

 
             $ 159,840,643  
Printing & Publishing - 0.5%               
Wolters Kluwer N.V.      124,499     $ 10,221,678  
Specialty Stores - 12.4%               
Amazon.com, Inc. (a)(s)      67,354     $ 232,435,960  
Chewy, Inc., “A” (a)      285,963       17,463,761  
Shopify, Inc. (a)      4,041       4,309,403  
    

 

 

 
             $ 254,209,124  
Total Common Stocks (Identified Cost, $892,736,286)

 

  $ 2,000,481,349  
Investment Companies (h) - 1.9%               
Money Market Funds - 1.9%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $38,944,032)
     38,944,270     $ 38,944,270  
Other Assets, Less Liabilities - 0.2%           3,982,059  
Net Assets - 100.0%            $ 2,043,407,678  

 

13


Portfolio of Investments – continued

 

(a)

Non-income producing security.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $38,944,270 and $2,000,481,349, respectively.

(s)

Security or a portion of the security was pledged to cover collateral requirements for securities sold short and/or certain derivative transactions.

(v)

Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

ADR   American Depositary Receipt
REIT   Real Estate Investment Trust

At August 31, 2020, the fund had cash collateral of $48,552 and other liquid securities with an aggregate value of $552,154 to cover any collateral or margin obligations for securities sold short and certain derivative contracts. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.

See Notes to Financial Statements

 

14


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/20

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

Assets         

Investments in unaffiliated issuers, at value (identified cost, $892,736,286)

     $2,000,481,349  

Investments in affiliated issuers, at value (identified cost, $38,944,032)

     38,944,270  
Deposits with brokers for   

Securities sold short

     48,552  
Receivables for   

Investments sold

     4,014,746  

Fund shares sold

     5,159,695  

Dividends

     837,176  

Other assets

     1,009  

Total assets

     $2,049,486,797  
Liabilities         

Payables for

  

Investments purchased

     $3,213,985  

Fund shares reacquired

     2,077,597  

Payable to affiliates

  

Investment adviser

     158,326  

Administrative services fee

     2,999  

Shareholder servicing costs

     431,796  

Distribution and service fees

     49,962  

Payable for independent Trustees’ compensation

     14  

Accrued expenses and other liabilities

     144,440  

Total liabilities

     $6,079,119  

Net assets

     $2,043,407,678  
Net assets consist of         

Paid-in capital

     $851,146,821  

Total distributable earnings (loss)

     1,192,260,857  

Net assets

     $2,043,407,678  

Shares of beneficial interest outstanding

     31,179,273  

 

15


Statement of Assets and Liabilities – continued

 

     Net assets      Shares
outstanding
     Net asset value
per share (a)
 

Class A

     $745,157,393        11,482,423        $64.90  

Class B

     46,223,782        844,562        54.73  

Class C

     183,285,617        3,356,338        54.61  

Class I

     561,531,224        8,028,560        69.94  

Class R1

     9,881,696        181,355        54.49  

Class R2

     38,510,909        627,662        61.36  

Class R3

     109,883,657        1,694,333        64.85  

Class R4

     32,529,731        478,332        68.01  

Class R6

     316,403,669        4,485,708        70.54  

 

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $68.86 [100 / 94.25 x $64.90]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

16


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/20

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Net investment income (loss)         

Income

  

Dividends

     $5,844,699  

Dividends from affiliated issuers

     333,212  

Other

     314,601  

Income on securities loaned

     105,123  

Foreign taxes withheld

     (29,142

Total investment income

     $6,568,493  

Expenses

  

Management fee

     $10,692,506  

Distribution and service fees

     3,579,024  

Shareholder servicing costs

     1,452,297  

Administrative services fee

     203,615  

Independent Trustees’ compensation

     23,356  

Custodian fee

     94,381  

Shareholder communications

     64,159  

Audit and tax fees

     61,601  

Legal fees

     12,052  

Dividend and interest expense on securities sold short

     460,751  

Interest expense and fees

     7,077  

Miscellaneous

     239,053  

Total expenses

     $16,889,872  

Reduction of expenses by investment adviser and distributor

     (178,808

Net expenses

     $16,711,064  

Net investment income (loss)

     $(10,142,571
Realized and unrealized gain (loss)         
Realized gain (loss) (identified cost basis)   

Unaffiliated issuers

     $122,220,238  

Affiliated issuers

     (12,118

Written options

     606,271  

Securities sold short

     (20,955,967

Foreign currency

     6,955  

Net realized gain (loss)

     $101,865,379  
Change in unrealized appreciation or depreciation   

Unaffiliated issuers

     $553,272,810  

Affiliated issuers

     (5,556

Securities sold short

     (2,002,362

Net unrealized gain (loss)

     $551,264,892  

Net realized and unrealized gain (loss)

     $653,130,271  

Change in net assets from operations

     $642,987,700  

See Notes to Financial Statements

 

17


Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     8/31/20      8/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $(10,142,571      $(7,674,688

Net realized gain (loss)

     101,865,379        30,801,602  

Net unrealized gain (loss)

     551,264,892        10,211,911  

Change in net assets from operations

     $642,987,700        $33,338,825  

Total distributions to shareholders

     $(27,686,049      $(51,440,197

Change in net assets from fund share transactions

     $162,189,967        $47,069,408  

Total change in net assets

     $777,491,618        $28,968,036  
Net assets                  

At beginning of period

     1,265,916,060        1,236,948,024  

At end of period

     $2,043,407,678        $1,265,916,060  

See Notes to Financial Statements

 

18


Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Class A   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $44.73       $45.65       $35.67       $28.27       $24.62  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.35     $(0.27     $(0.26     $(0.19 )(c)      $(0.12

Net realized and unrealized gain (loss)

    21.50       1.24       11.61       8.13       4.76  

Total from investment operations

    $21.15       $0.97       $11.35       $7.94       $4.64  
Less distributions declared to shareholders

 

                               

From net realized gain

    $(0.98     $(1.89     $(1.37     $(0.54     $(0.99

Net asset value, end of period (x)

    $64.90       $44.73       $45.65       $35.67       $28.27  

Total return (%) (r)(s)(t)(x)

    48.23       2.97       32.79       28.58 (c)      19.20  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.18       1.19       1.24       1.24 (c)      1.27  

Expenses after expense reductions (f)

    1.16       1.18       1.22       1.23 (c)      1.26  

Net investment income (loss)

    (0.71     (0.64     (0.66     (0.63 )(c)      (0.48

Portfolio turnover

    46       32       30       43       30  

Net assets at end of period (000 omitted)

    $745,157       $471,468       $484,477       $359,698       $320,898  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    1.13       1.15       1.16       1.19 (c)      1.24  

See Notes to Financial Statements

 

19


Financial Highlights – continued

 

Class B   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $38.16       $39.55       $31.31       $25.06       $22.09  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.61     $(0.50     $(0.49     $(0.38 )(c)      $(0.28

Net realized and unrealized gain (loss)

    18.16       1.00       10.10       7.17       4.24  

Total from investment operations

    $17.55       $0.50       $9.61       $6.79       $3.96  
Less distributions declared to shareholders

 

                               

From net realized gain

    $(0.98     $(1.89     $(1.37     $(0.54     $(0.99

Net asset value, end of period (x)

    $54.73       $38.16       $39.55       $31.31       $25.06  

Total return (%) (r)(s)(t)(x)

    47.07       2.21       31.77       27.64 (c)      18.29  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.93       1.94       1.99       1.99 (c)      2.02  

Expenses after expense reductions (f)

    1.92       1.93       1.98       1.98 (c)      2.01  

Net investment income (loss)

    (1.46     (1.39     (1.41     (1.38 )(c)      (1.22

Portfolio turnover

    46       32       30       43       30  

Net assets at end of period (000 omitted)

    $46,224       $41,017       $45,337       $34,396       $25,990  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    1.88       1.90       1.92       1.94 (c)      1.99  

See Notes to Financial Statements

 

20


Financial Highlights – continued

 

Class C   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $38.07       $39.47       $31.24       $25.01       $22.05  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.61     $(0.50     $(0.49     $(0.38 )(c)      $(0.28

Net realized and unrealized gain (loss)

    18.13       0.99       10.09       7.15       4.23  

Total from investment operations

    $17.52       $0.49       $9.60       $6.77       $3.95  
Less distributions declared to shareholders

 

                               

From net realized gain

    $(0.98     $(1.89     $(1.37     $(0.54     $(0.99

Net asset value, end of period (x)

    $54.61       $38.07       $39.47       $31.24       $25.01  

Total return (%) (r)(s)(t)(x)

    47.11       2.19       31.81       27.62 (c)      18.28  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.93       1.94       1.98       1.99 (c)      2.02  

Expenses after expense reductions (f)

    1.92       1.93       1.97       1.98 (c)      2.01  

Net investment income (loss)

    (1.46     (1.40     (1.41     (1.38 )(c)      (1.23

Portfolio turnover

    46       32       30       43       30  

Net assets at end of period (000 omitted)

    $183,286       $128,817       $128,707       $101,656       $73,071  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    1.88       1.91       1.92       1.94 (c)      2.00  

See Notes to Financial Statements

 

21


Financial Highlights – continued

 

Class I   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $48.02       $48.74       $37.90       $29.93       $25.96  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.25     $(0.18     $(0.18     $(0.13 )(c)      $(0.07

Net realized and unrealized gain (loss)

    23.15       1.35       12.39       8.64       5.03  

Total from investment operations

    $22.90       $1.17       $12.21       $8.51       $4.96  
Less distributions declared to shareholders

 

                               

From net realized gain

    $(0.98     $(1.89     $(1.37     $(0.54     $(0.99

Net asset value, end of period (x)

    $69.94       $48.02       $48.74       $37.90       $29.93  

Total return (%) (r)(s)(t)(x)

    48.57       3.20       33.14       28.91 (c)      19.45  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.93       0.94       0.99       0.99 (c)      1.02  

Expenses after expense reductions (f)

    0.92       0.93       0.98       0.98 (c)      1.01  

Net investment income (loss)

    (0.46     (0.40     (0.41     (0.39 )(c)      (0.24

Portfolio turnover

    46       32       30       43       30  

Net assets at end of period (000 omitted)

    $561,531       $315,655       $303,359       $174,275       $96,700  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    0.88       0.91       0.92       0.95 (c)      1.00  

See Notes to Financial Statements

 

22


Financial Highlights – continued

 

Class R1   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $37.99       $39.39       $31.18       $24.96       $22.01  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.62     $(0.50     $(0.49     $(0.38 )(c)      $(0.28

Net realized and unrealized gain (loss)

    18.10       0.99       10.07       7.14       4.22  

Total from investment operations

    $17.48       $0.49       $9.58       $6.76       $3.94  
Less distributions declared to shareholders

 

                               

From net realized gain

    $(0.98     $(1.89     $(1.37     $(0.54     $(0.99

Net asset value, end of period (x)

    $54.49       $37.99       $39.39       $31.18       $24.96  

Total return (%) (r)(s)(t)(x)

    47.10       2.19       31.80       27.63 (c)      18.27  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.93       1.94       1.99       1.99 (c)      2.02  

Expenses after expense reductions (f)

    1.91       1.93       1.98       1.98 (c)      2.01  

Net investment income (loss)

    (1.47     (1.40     (1.41     (1.38 )(c)      (1.22

Portfolio turnover

    46       32       30       43       30  

Net assets at end of period (000 omitted)

    $9,882       $5,715       $5,534       $4,256       $3,073  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    1.88       1.91       1.92       1.95 (c)      1.99  

See Notes to Financial Statements

 

23


Financial Highlights – continued

 

Class R2   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $42.45       $43.55       $34.17       $27.17       $23.76  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.45     $(0.36     $(0.35     $(0.26 )(c)      $(0.18

Net realized and unrealized gain (loss)

    20.34       1.15       11.10       7.80       4.58  

Total from investment operations

    $19.89       $0.79       $10.75       $7.54       $4.40  
Less distributions declared to shareholders

 

                               

From net realized gain

    $(0.98     $(1.89     $(1.37     $(0.54     $(0.99

Net asset value, end of period (x)

    $61.36       $42.45       $43.55       $34.17       $27.17  

Total return (%) (r)(s)(t)(x)

    47.84       2.69       32.46       28.27 (c)      18.88  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.43       1.44       1.48       1.49 (c)      1.52  

Expenses after expense reductions (f)

    1.42       1.43       1.48       1.49 (c)      1.51  

Net investment income (loss)

    (0.97     (0.90     (0.91     (0.89 )(c)      (0.72

Portfolio turnover

    46       32       30       43       30  

Net assets at end of period (000 omitted)

    $38,511       $29,339       $28,071       $23,625       $17,031  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    1.38       1.41       1.42       1.45 (c)      1.49  

See Notes to Financial Statements

 

24


Financial Highlights – continued

 

Class R3   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $44.71       $45.63       $35.66       $28.26       $24.61  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.35     $(0.27     $(0.27     $(0.20 )(c)      $(0.13

Net realized and unrealized gain (loss)

    21.47       1.24       11.61       8.14       4.77  

Total from investment operations

    $21.12       $0.97       $11.34       $7.94       $4.64  
Less distributions declared to shareholders

 

                               

From net realized gain

    $(0.98     $(1.89     $(1.37     $(0.54     $(0.99

Net asset value, end of period (x)

    $64.85       $44.71       $45.63       $35.66       $28.26  

Total return (%) (r)(s)(t)(x)

    48.18       2.97       32.77       28.59 (c)      19.21  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.18       1.19       1.24       1.24 (c)      1.27  

Expenses after expense reductions (f)

    1.17       1.18       1.23       1.23 (c)      1.26  

Net investment income (loss)

    (0.71     (0.65     (0.66     (0.65 )(c)      (0.49

Portfolio turnover

    46       32       30       43       30  

Net assets at end of period (000 omitted)

    $109,884       $80,242       $79,534       $53,199       $20,180  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    1.13       1.16       1.17       1.20 (c)      1.25  

See Notes to Financial Statements

 

25


Financial Highlights – continued

 

Class R4   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $46.72       $47.47       $36.95       $29.19       $25.34  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.24     $(0.17     $(0.17     $(0.13 )(c)      $(0.06

Net realized and unrealized gain (loss)

    22.51       1.31       12.06       8.43       4.90  

Total from investment operations

    $22.27       $1.14       $11.89       $8.30       $4.84  
Less distributions declared to shareholders

 

                               

From net realized gain

    $(0.98     $(1.89     $(1.37     $(0.54     $(0.99

Net asset value, end of period (x)

    $68.01       $46.72       $47.47       $36.95       $29.19  

Total return (%) (r)(s)(t)(x)

    48.57       3.22       33.12       28.92 (c)      19.45  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.93       0.94       0.99       0.99 (c)      1.02  

Expenses after expense reductions (f)

    0.92       0.93       0.98       0.99 (c)      1.01  

Net investment income (loss)

    (0.47     (0.40     (0.41     (0.39 )(c)      (0.24

Portfolio turnover

    46       32       30       43       30  

Net assets at end of period (000 omitted)

    $32,530       $25,310       $23,004       $14,443       $8,141  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    0.89       0.91       0.92       0.95 (c)      1.00  

See Notes to Financial Statements

 

26


Financial Highlights – continued

 

Class R6   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $48.38       $49.03       $38.09       $30.05       $26.03  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.20     $(0.13     $(0.13     $(0.10 )(c)      $(0.04

Net realized and unrealized gain (loss)

    23.34       1.37       12.44       8.68       5.05  

Total from investment operations

    $23.14       $1.24       $12.31       $8.58       $5.01  
Less distributions declared to shareholders

 

                               

From net realized gain

    $(0.98     $(1.89     $(1.37     $(0.54     $(0.99

Net asset value, end of period (x)

    $70.54       $48.38       $49.03       $38.09       $30.05  

Total return (%) (r)(s)(t)(x)

    48.71       3.33       33.24       29.03 (c)      19.59  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.84       0.84       0.89       0.90 (c)      0.92  

Expenses after expense reductions (f)

    0.82       0.83       0.88       0.89 (c)      0.91  

Net investment income (loss)

    (0.37     (0.30     (0.31     (0.30 )(c)      (0.13

Portfolio turnover

    46       32       30       43       30  

Net assets at end of period (000 omitted)

    $316,404       $168,352       $138,924       $95,534       $33,411  
Supplemental Ratios (%):

 

                               

Ratios of expenses to average net assets after
expense reductions excluding short sale
expenses and interest expense and fees (f)

    0.79       0.81       0.82       0.85 (c)      0.90  

 

(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.

See Notes to Financial Statements

 

27


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Technology Fund (the fund) is a non-diversified series of MFS Series Trust I (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests primarily in securities of issuers in the technology industry. Issuers in a single industry can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions. The value of stocks in the technology sector can be very volatile due to the rapid pace of product change, technological developments, and other factors.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have

 

28


Notes to Financial Statements – continued

 

been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities and equity securities sold short, are generally valued at the last sale or official closing price 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 for 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. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price 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 on their primary exchange as provided by a third-party pricing service. For put options, the position may be valued at the last daily ask quotation if there are no trades reported during the day. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. 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. In determining values, 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.

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 the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser 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 floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser 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 foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt 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. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a

 

29


Notes to Financial Statements – continued

 

material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser 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.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments   Level 1     Level 2     Level 3     Total  
Equity Securities:        

United States

    $1,786,931,371       $—       $—       $1,786,931,371  

China

    67,750,421       35,041,446             102,791,867  

United Kingdom

    35,012,692                   35,012,692  

Canada

    31,875,310                   31,875,310  

Netherlands

    20,208,168                   20,208,168  

Israel

    12,883,286                   12,883,286  

Japan

    10,778,655                   10,778,655  
Mutual Funds     38,944,270                   38,944,270  
Total     $2,004,384,173       $35,041,446       $—       $2,039,425,619  

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable

 

30


Notes to Financial Statements – continued

 

to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Derivatives – The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

The derivative instruments used by the fund during the period were written options. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. At August 31, 2020, the fund did not have any outstanding derivative instruments.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended August 31, 2020 as reported in the Statement of Operations:

 

Risk   

Written

Options

 
Equity      $606,271  

There is no change in unrealized appreciation (depreciation) on derivative transactions at period end.

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in

 

31


Notes to Financial Statements – continued

 

segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Interest expense and fees” in the Statement of Operations.

Written Options – In exchange for a premium, the fund wrote call options on securities for which it anticipated the price would decline and also wrote put options on securities for which it anticipated the price would increase. At the time the option was written, the fund believed the premium received exceeded the potential loss that could result from adverse price changes in the options’ underlying securities. In a written option, the fund as the option writer grants the buyer the right to purchase from, or sell to, the fund a specified number of shares or units of a particular security, currency or index at a specified price within a specified period of time.

The premium received is initially recorded as a liability in the Statement of Assets and Liabilities. The option is subsequently marked-to-market daily with the difference between the premium received and the market value of the written option being recorded as unrealized appreciation or depreciation. When a written option expires, the fund realizes a gain equal to the amount of the premium received. The difference between the premium received and the amount paid on effecting a closing transaction is considered a realized gain or loss. When a written call option is exercised, the premium received is offset against the proceeds to determine the realized gain or loss. When a written put option is exercised, the premium reduces the cost basis of the security purchased by the fund.

At the initiation of the written option contract, for exchange traded options, the fund is required to deposit securities or cash as collateral with the custodian for the benefit of the broker or directly with the clearing broker, based on the type of option. For uncleared options, the fund may post collateral subject to the terms of an ISDA Master Agreement as generally described above if the market value of the options contract moves against it. The fund, as writer of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities underlying the written option. Losses from writing options can exceed the premium received and can exceed the potential loss from an ordinary buy and sell transaction. Although the fund’s market risk may be significant, the maximum counterparty credit risk to the fund is equal to the market value of any collateral posted to the broker. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above.

Short Sales – The fund entered into short sales whereby it sells a security it does not own in anticipation of a decline in the value of that security. The fund will realize a gain

 

32


Notes to Financial Statements – continued

 

if the security price decreases and a loss if the security price increases between the date of the short sale and the date on which the fund replaces the borrowed security. Losses from short sales can exceed the proceeds of the security sold; and they can also exceed the potential loss from an ordinary buy and sell transaction. The amount of any premium, dividends, or interest the fund may be required to pay in connection with a short sale will be recognized as a fund expense. During the year ended August 31, 2020, this expense amounted to $460,751. The fund segregates cash or marketable securities in an amount that, when combined with the amount of proceeds from the short sale deposited with the broker, at least equals the current market value of the security sold short. At August 31, 2020, the fund had no short sales outstanding.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2020, there were no securities on loan or collateral outstanding.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

 

33


Notes to Financial Statements – continued

 

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to net operating losses, wash sale loss deferrals, straddle loss deferrals, and treating a portion of the proceeds from redemptions as a distribution for tax purposes.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
Ordinary income (including any
short-term capital gains)
     $—        $8,438,597  
Long-term capital gains      27,686,049        43,001,600  
Total distributions      $27,686,049        $51,440,197  

 

34


Notes to Financial Statements – continued

 

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 8/31/20       
Cost of investments      $936,646,027  
Gross appreciation      1,103,125,716  
Gross depreciation      (346,124
Net unrealized appreciation (depreciation)      $1,102,779,592  
Undistributed long-term capital gain      96,706,208  
Late year ordinary loss deferral      (7,224,943

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. Class C shares will convert to Class A shares approximately ten years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year
ended
8/31/20
     Year
ended
8/31/19
 
Class A      $10,280,837        $20,061,820  
Class B      1,005,040        2,165,547  
Class C      3,234,463        6,237,227  
Class I      6,452,463        11,628,427  
Class R1      145,838        267,264  
Class R2      661,860        1,292,150  
Class R3      1,720,727        3,217,992  
Class R4      561,942        875,507  
Class R6      3,622,879        5,694,263  
Total      $27,686,049        $51,440,197  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.75
In excess of $1 billion and up to $2.5 billion      0.70
In excess of $2.5 billion      0.65

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 year ended August 31, 2020, this management fee reduction amounted to $155,711, which is included in the reduction of total expenses

 

35


Notes to Financial Statements – continued

 

in the Statement of Operations. The management fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.72% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $244,028 for the year ended August 31, 2020, as its portion of the initial sales charge on sales of Class A shares of the fund.

The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule 12b-1 of the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.25%        $1,351,148  
Class B      0.75%        0.25%        1.00%        1.00%        401,742  
Class C      0.75%        0.25%        1.00%        1.00%        1,398,200  
Class R1      0.75%        0.25%        1.00%        1.00%        65,589  
Class R2      0.25%        0.25%        0.50%        0.50%        154,272  
Class R3             0.25%        0.25%        0.25%        208,073  
Total Distribution and Service Fees

 

           $3,579,024  

 

(d)

In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2020 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2020, this rebate amounted to $22,129, $298, $585, and $85 for Class A, Class B, Class C, and Class R3, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2020, were as follows:

 

     Amount  
Class A      $4,038  
Class B      90,822  
Class C      16,861  

 

36


Notes to Financial Statements – continued

 

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2020, the fee was $192,055, which equated to 0.0132% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,260,242.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.0140% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

The fund is permitted to engage in sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended August 31, 2020, the fund engaged in sale transactions pursuant to this policy, which amounted to $9,605,821. The sales transactions resulted in net realized gains (losses) of $465,370.

The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended August 31, 2020, this reimbursement amounted to $86,526, which is included in “Other” income in the Statement of Operations.

(4) Portfolio Securities

For the year ended August 31, 2020, purchases and sales of investments, other than short sales and short-term obligations, aggregated $743,899,707 and $659,525,216, respectively.

 

37


Notes to Financial Statements – continued

 

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     3,196,679        $156,383,415        1,975,893        $83,003,835  

Class B

     30,703        1,352,228        120,191        4,301,477  

Class C

     735,408        30,781,466        677,632        24,341,867  

Class I

     3,724,439        197,807,902        2,550,161        113,611,517  

Class R1

     81,262        3,502,677        47,490        1,684,411  

Class R2

     289,424        13,574,856        299,032        11,915,742  

Class R3

     870,221        43,148,754        666,590        27,985,848  

Class R4

     278,627        14,023,378        204,948        8,719,675  

Class R6

     2,345,670        126,956,140        1,474,545        66,395,491  
     11,552,433        $587,530,816        8,016,482        $341,959,863  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     219,633        $9,997,680        520,757        $19,351,348  

Class B

     25,706        992,506        67,268        2,143,844  

Class C

     77,734        2,994,325        179,366        5,703,832  

Class I

     115,169        5,640,993        255,108        10,158,414  

Class R1

     3,780        145,294        8,390        266,220  

Class R2

     14,422        621,865        32,936        1,163,614  

Class R3

     37,818        1,720,727        86,645        3,217,992  

Class R4

     10,015        476,930        18,432        714,074  

Class R6

     60,950        3,008,484        113,449        4,548,175  
     565,227        $25,598,804        1,282,351        $47,267,513  
Shares reacquired

 

        

Class A

     (2,473,623      $(120,310,091      (2,568,696      $(105,539,945

Class B

     (286,793      (11,801,503      (258,701      (9,209,777

Class C

     (840,060      (34,586,669      (734,328      (26,311,197

Class I

     (2,383,943      (124,283,773      (2,456,918      (109,249,971

Class R1

     (54,104      (2,240,801      (45,940      (1,644,386

Class R2

     (367,286      (17,088,110      (285,477      (11,417,715

Class R3

     (1,008,479      (48,431,980      (701,327      (29,333,688

Class R4

     (352,031      (18,578,859      (166,210      (7,057,361

Class R6

     (1,400,790      (73,617,867      (941,393      (42,393,928
     (9,167,109      $(450,939,653      (8,158,990      $(342,157,968

 

38


Notes to Financial Statements – continued

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Net change

 

        

Class A

     942,689        $46,071,004        (72,046      $(3,184,762

Class B

     (230,384      (9,456,769      (71,242      (2,764,456

Class C

     (26,918      (810,878      122,670        3,734,502  

Class I

     1,455,665        79,165,122        348,351        14,519,960  

Class R1

     30,938        1,407,170        9,940        306,245  

Class R2

     (63,440      (2,891,389      46,491        1,661,641  

Class R3

     (100,440      (3,562,499      51,908        1,870,152  

Class R4

     (63,389      (4,078,551      57,170        2,376,388  

Class R6

     1,005,830        56,346,757        646,601        28,549,738  
     2,950,551        $162,189,967        1,139,843        $47,069,408  

Class T shares were not publicly available for sale during the period. Please see the fund’s prospectus for details.

Effective June 1, 2019, purchases of the fund’s Class B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended August 31, 2020, the fund’s commitment fee and interest expense were $6,927 and $0, respectively, and are included in “Interest expense and fees” in the Statement of Operations.

 

39


Notes to Financial Statements – continued

 

(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $34,879,336       $380,297,367       $376,214,759       $(12,118     $(5,556     $38,944,270  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

          $333,212       $—  

(8) Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and 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. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

(9) Subsequent Event

On October 2, 2020, the fund announced that effective December 21, 2020, the time period will be shortened for the automatic conversion of Class C shares to Class A of the same fund, from approximately ten years to approximately eight years after purchase. On or about December 21, 2020 any Class C shares that have an original purchase date of December 31, 2012 or earlier will automatically convert to Class A shares of the same fund. Please see the fund’s prospectus for details.

 

40


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS Technology Fund and the Board of Trustees of MFS Series Trust I

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Technology Fund (the “Fund”) (one of the funds constituting MFS Series Trust I (the “Trust”)), including the portfolio of investments, as of August 31, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting MFS Series Trust I) at August 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included

 

41


Report of Independent Registered Public Accounting Firm – continued

 

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more MFS investment companies since 1993.

Boston, Massachusetts

October 19, 2020

 

42


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 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.

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of

MFS Funds

overseen

by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k) (age 56)   Trustee   February 2004   133   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)   N/A

Robin A. Stelmach (k)

(age 59)

  Trustee   January 2014   133  

Massachusetts Financial

Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)

  N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 65)

  Trustee and Chair of Trustees   January 2009   133   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   133   Private investor; Financial Accounting Standards Advisory Council, Chairman (2014-2015)   N/A

 

43


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

John A. Caroselli

(age 66)

  Trustee   March 2017   133   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   133   Private investor   N/A

Peter D. Jones

(age 65)

  Trustee   January 2019   133   Private investor; Franklin Templeton Institutional, LLC (investment management), Chairman (since June 30, 2020); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

44


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

James W. Kilman, Jr.

(age 59)

  Trustee   January 2019   133   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.

(age 64)

  Trustee   March 2017   133   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   133   Private investor   N/A

Laurie J. Thomsen

(age 63)

  Trustee   March 2005   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

45


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

OFFICERS        

Christopher R. Bohane (k)

(age 46)

  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   133   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   133   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   133   Massachusetts Financial Services Company, Senior Vice President

 

46


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   133   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 (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel

Susan A. Pereira (k)

(age 49)

  Assistant
Secretary and Assistant Clerk
  July 2005   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 49)

  Assistant Treasurer   September 2012   133   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 45)

  Assistant Secretary and Assistant Clerk   October 2014   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

 

47


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015)

James O. Yost (k)

(age 60)

  Treasurer   September 1990   133   Massachusetts Financial Services Company, Senior Vice President

 

(h)

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.

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

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 Funds 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 Board’s 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).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

 

48


Trustees and Officers – continued

 

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser   Custodian

Massachusetts Financial Services Company
111 Huntington Avenue

Boston, MA 02199-7618

 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm

MFS Fund Distributors, Inc.
111 Huntington Avenue

Boston, MA 02199-7618

 

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Manager(s)  

Matthew Sabel

 

 

49


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Technology Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the

 

50


Board Review of Investment Advisory Agreement – continued

 

Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 3rd quintile for the one-year period and the 2nd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the ten-, five-, three- and one-year periods ended December 31, 2019.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee

 

51


Board Review of Investment Advisory Agreement – continued

 

and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was approximately at the Broadridge expense group median and the Fund’s total expense ratio was lower than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life

 

52


Board Review of Investment Advisory Agreement – continued

 

Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

53


STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

The fund has adopted and implemented a liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The fund’s Board of Trustees (the “Board”) has designated MFS as the administrator of the Program. The Program is reasonably designed to assess and manage the liquidity risk of the fund. Liquidity risk is the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests.

MFS provided a written report to the Board for consideration at its April 2020 meeting that addressed the operation of the Program and provided an assessment of the adequacy and effectiveness of the Program during the period from the adoption of the Program on December 1, 2018 to December 31, 2019 (the “Covered Period”). The report concluded that during the Covered Period the Program had operated effectively and had adequately and effectively been implemented to assess and manage the fund’s liquidity risk. MFS also reported that there were no liquidity events that impacted the fund or its ability to timely meet redemptions without dilution to existing shareholders during the Covered Period.

There can be no assurance that the Program will achieve its objectives in the future. Further information on liquidity risk, and other principal risks to which an investment in the fund may be subject, can be found in the prospectus.

 

54


PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders 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.

Under the Trust’s 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.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2020 income tax forms in January 2021. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates $33,008,000 as capital gain dividends paid during the fiscal year.

 

55


rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

56


Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

57


LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 219341

Kansas City, MO 64121-9341

OVERNIGHT MAIL

MFS Service Center, Inc.

Suite 219341

430 W 7th Street

Kansas City, MO 64105-1407

 


Annual Report

August 31, 2020

 

LOGO

 

MFS® U.S. Government Cash Reserve Fund

 

LOGO

 

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 Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site 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.

 

LMM-ANN

 


MFS® U.S. Government Cash Reserve Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Performance summary     3  
Expense table     5  
Portfolio of investments     7  
Statement of assets and liabilities     8  
Statement of operations     10  
Statements of changes in net assets     11  
Financial highlights     12  
Notes to financial statements     19  
Report of independent registered public accounting firm     29  
Trustees and officers     31  
Board review of investment advisory agreement     38  
Proxy voting policies and information     42  
Portfolio holdings information     42  
Further information     42  
Information about fund contracts and legal claims     42  
Federal tax information     42  
MFS® privacy notice     43  
Contact information     back cover  

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings in early 2020 as the coronavirus pandemic brought the global economy to a standstill for several months. Optimism over the

development of vaccines and therapeutics, along with a decline in cases in countries affected by the outbreak early on, brightened the economic and market outlook during the second quarter, as did the phased reopening of U.S. states. However, a great deal of uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when the risks are rising for a second wave of infection. Political uncertainty is heightened as well, as the pandemic has caused many jurisdictions in the United States to adopt mail-in voting for the first time, raising questions over whether ballots in the November elections will be counted as quickly as they have been in the past.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support, though in the United States some of those measures were allowed to lapse at the end of July as negotiators found themselves at an impasse over the scope of additional funding. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can also sow the seeds of instability. In the aftermath of the crisis, societal changes may be likely, as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to the responsible allocation of capital allow us to tune out the noise and uncover what we believe are the best, most durable investment opportunities in the market. Through our unique global investment platform, we combine collective expertise, thoughtful risk management, and long-term discipline to create sustainable value for investors.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

October 19, 2020

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

1


PORTFOLIO COMPOSITION

 

Portfolio structure (u)

 

LOGO

 

Composition including fixed income credit quality (a)(u)

 

A-1+     54.2%  
A-1     45.7%  
Other Assets Less Liabilities     0.1%  
Maturity breakdown (u)  
0 - 7 days     20.5%  
8 - 29 days     44.0%  
30 - 59 days     27.4%  
60 - 89 days     4.0%  
90 - 365 days     4.0%  
Other Assets Less Liabilities     0.1%  
 

 

 

(a)

Ratings are assigned to portfolio securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P scale. All ratings are subject to change. The fund did not hold unrated securities. The fund is not rated by these agencies.

(u)

For purposes of this presentation, accrued interest, where applicable, is included.

Percentages are based on net assets as of August 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

2


PERFORMANCE SUMMARY THROUGH 8/31/20

Total returns as well as the current 7-day yield have been provided for the applicable time periods. Performance results reflect the percentage change in net asset value, including the reinvestment of any dividends and capital gains distributions. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect the sponsor will provide financial support to the fund at any time. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

 

     Share Class    Inception    1-Year Total
Return (without
sales charge)
   Current
7-day yield
      
    A      9/07/93    0.54%      0.00%      
    B    12/29/86    0.54%      0.00%      
    C      4/01/96    0.54%      0.00%      
    I      9/18/18    0.54%      0.00%      
    R1      4/01/05    0.54%      0.00%      
    R2      4/01/05    0.54%      0.00%      
    R3      4/01/05    0.54%      0.00%      
    R4      4/01/05    0.54%      0.00%      
    R6      9/18/18    0.58%      0.00%      
    529A      7/31/02    0.51%      0.00%      
    529B      7/31/02    0.51%      0.00%      
    529C      7/31/02    0.51%      0.00%      
           1-Year
Total Return
      
    B
With CDSC (Declining over six years from 4% to 0%) (v)
     (3.46)%      
    C
With CDSC (1% for 12 months) (v)
     (0.46)%      
    529B
With CDSC (Declining over six years from 4% to 0%) (v)
     (3.49)%      
    529C
With CDSC (1% for 12 months) (v)
     (0.49)%      

 

3


Performance Summary – continued

 

CDSC – Contingent Deferred Sales Charge.

Class I, R1, R2, R3, R4, R6, and 529A shares do not have a sales charge. Certain Class A shares acquired through an exchange may be subject to a CDSC upon redemption depending on when the shares exchanged were originally purchased.

(v)

Assuming redemption at the end of the applicable period.

Yields quoted are based on the latest seven days ended as of August 31, 2020, with dividends annualized. The yield quotations more closely reflect the current earnings of the fund than the total return quotations. Shares of the fund can be purchased at net asset value without a sales charge.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

Performance results reflect any applicable expense subsidies, waivers and adjustments in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gain distributions.

 

4


EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2020 through August 31, 2020

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2020 through August 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

5


Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/20
    Ending
Account Value
8/31/20
    Expenses
Paid During
Period  (p)
3/01/20-8/31/20
 
A   Actual     0.26%       $1,000.00       $1,000.29       $1.31  
  Hypothetical (h)     0.26%       $1,000.00       $1,023.83       $1.32  
B   Actual     0.27%       $1,000.00       $1,000.29       $1.36  
  Hypothetical (h)     0.27%       $1,000.00       $1,023.78       $1.37  
C   Actual     0.25%       $1,000.00       $1,000.29       $1.26  
  Hypothetical (h)     0.25%       $1,000.00       $1,023.88       $1.27  
I   Actual     0.20%       $1,000.00       $1,000.29       $1.01  
  Hypothetical (h)     0.20%       $1,000.00       $1,024.13       $1.02  
R1   Actual     0.27%       $1,000.00       $1,000.29       $1.36  
  Hypothetical (h)     0.27%       $1,000.00       $1,023.78       $1.37  
R2   Actual     0.27%       $1,000.00       $1,000.29       $1.36  
  Hypothetical (h)     0.27%       $1,000.00       $1,023.78       $1.37  
R3   Actual     0.25%       $1,000.00       $1,000.29       $1.26  
  Hypothetical (h)     0.25%       $1,000.00       $1,023.88       $1.27  
R4   Actual     0.27%       $1,000.00       $1,000.29       $1.36  
  Hypothetical (h)     0.27%       $1,000.00       $1,023.78       $1.37  
R6   Actual     0.26%       $1,000.00       $1,000.35       $1.31  
  Hypothetical (h)     0.26%       $1,000.00       $1,023.83       $1.32  
529A   Actual     0.26%       $1,000.00       $1,000.26       $1.31  
  Hypothetical (h)     0.26%       $1,000.00       $1,023.83       $1.32  
529B   Actual     0.28%       $1,000.00       $1,000.27       $1.41  
  Hypothetical (h)     0.28%       $1,000.00       $1,023.73       $1.42  
529C   Actual     0.26%       $1,000.00       $1,000.26       $1.31  
  Hypothetical (h)     0.26%       $1,000.00       $1,023.83       $1.32  

 

 

(h)

5% class return per year before expenses.

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

As more fully disclosed in Note 3 in the Notes to Financial Statements, the expense ratios reported above include additional expense reductions to avoid a negative yield.

 

6


PORTFOLIO OF INVESTMENTS

8/31/20

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

 

Issuer    Shares/Par     Value ($)  
U.S. Government Agencies and Equivalents (y) - 96.8%         
Fannie Mae, 0.156%, due 9/09/2020    $ 22,865,000     $ 22,864,223  
Fannie Mae, 0.153%, due 9/16/2020      15,060,000       15,059,059  
Fannie Mae, 0.092%, due 10/20/2020      11,565,000       11,563,583  
Federal Farm Credit Bank, 0.081%, due 9/23/2020      5,400,000       5,399,736  
Federal Home Loan Bank, 0.071%, due 9/01/2020      3,401,000       3,401,000  
Federal Home Loan Bank, 0.071%, due 9/02/2020      2,173,000       2,172,996  
Federal Home Loan Bank, 0.071%, due 9/04/2020      7,734,000       7,733,955  
Federal Home Loan Bank, 0.061%, due 9/09/2020      13,615,000       13,614,818  
Federal Home Loan Bank, 0.076%, due 9/09/2020      15,001,000       15,000,750  
Federal Home Loan Bank, 0.076%, due 9/11/2020      5,662,000       5,661,882  
Federal Home Loan Bank, 0.081%, due 9/11/2020      2,378,000       2,377,947  
Federal Home Loan Bank, 0.096%, due 11/06/2020      12,130,000       12,127,910  
Freddie Mac, 0.071%, due 9/11/2020      3,950,000       3,949,923  
Freddie Mac, 0.081%, due 9/17/2020      1,000,000       999,929  
Freddie Mac, 0.163%, due 9/17/2020      3,712,000       3,711,868  
Freddie Mac, 0.066%, due 9/24/2020      3,000,000       2,999,875  
U.S. Treasury Bill, 0.086%, due 9/01/2020      12,160,000       12,160,000  
U.S. Treasury Bill, 0.061%, due 9/03/2020      12,130,000       12,129,959  
U.S. Treasury Bill, 0.064%, due 9/08/2020      15,030,000       15,029,817  
U.S. Treasury Bill, 0.082%, due 9/15/2020      12,055,000       12,054,623  
U.S. Treasury Bill, 0.073%, due 9/22/2020      12,020,000       12,019,499  
U.S. Treasury Bill, 0.089%, due 9/24/2020      4,880,000       4,879,726  
U.S. Treasury Bill, 0.135%, due 9/24/2020      12,130,000       12,128,973  
U.S. Treasury Bill, 0.131%, due 10/08/2020      16,525,000       16,522,817  
U.S. Treasury Bill, 0.086%, due 10/13/2020      12,130,000       12,128,797  
U.S. Treasury Bill, 0.086%, due 10/20/2020      12,160,000       12,158,593  
U.S. Treasury Bill, 0.108%, due 10/22/2020      12,025,000       12,023,186  
U.S. Treasury Bill, 0.104%, due 10/29/2020      18,095,000       18,092,012  
U.S. Treasury Bill, 0.103%, due 12/01/2020      12,060,000       12,056,906  
Total U.S. Government Agencies and Equivalents,
at Amortized Cost and Value
           $ 292,024,362  
Repurchase Agreements - 3.1%               
JPMorgan Chase & Co. Repurchase Agreement, 0.07%, dated 8/31/2020, due 9/01/2020, total to be received $9,312,018 (secured by U.S. Treasury obligations valued at $9,498,363 in a jointly traded account), at Cost and Value    $ 9,312,000     $ 9,312,000  
Other Assets, Less Liabilities - 0.1%           401,425  
Net Assets - 100.0%            $ 301,737,787  

 

(y)

The rate shown represents an annualized yield at time of purchase.

See Notes to Financial Statements

 

7


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/20

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

Assets         

Investments in unaffiliated issuers, at cost and value

     $301,336,362  

Cash

     161  

Receivables for

  

Fund shares sold

     1,253,089  

Interest

     18  

Receivable from investment adviser and distributor

     110,513  

Other assets

     745  

Total assets

     $302,700,888  
Liabilities         

Payables for

  

Fund shares reacquired

     $787,772  

Payable to affiliates

  

Administrative services fee

     548  

Shareholder servicing costs

     99,433  

Program manager fees

     203  

Payable for independent Trustees’ compensation

     4,400  

Accrued expenses and other liabilities

     70,745  

Total liabilities

     $963,101  

Net assets

     $301,737,787  
Net assets consist of         
Paid-in capital      $301,742,176  

Total distributable earnings (loss)

     (4,389

Net assets

     $301,737,787  

Shares of beneficial interest outstanding

     301,967,694  

 

8


Statement of Assets and Liabilities – continued

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Class A

     $140,426,007        140,533,280        $1.00  

Class B

     9,527,661        9,534,828        1.00  

Class C

     34,508,420        34,534,703        1.00  

Class I

     9,796,927        9,804,213        1.00  

Class R1

     9,208,508        9,215,503        1.00  

Class R2

     33,675,914        33,701,518        1.00  

Class R3

     24,535,717        24,554,423        1.00  

Class R4

     2,708,777        2,710,842        1.00  

Class R6

     112,665        112,749        1.00  

Class 529A

     28,694,576        28,716,591        1.00  

Class 529B

     182,997        183,137        1.00  

Class 529C

     8,359,618        8,365,907        1.00  

A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R6, and 529A.

See Notes to Financial Statements

 

9


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/20

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Net investment income (loss)         

Income

  

Interest

     $2,217,710  

Other

     2,111  

Total investment income

     $2,219,821  

Expenses

  

Management fee

     $994,088  

Distribution and service fees

     1,071,241  

Shareholder servicing costs

     436,292  

Program manager fees

     15,426  

Administrative services fee

     43,962  

Independent Trustees’ compensation

     9,492  

Custodian fee

     19,996  

Shareholder communications

     15,297  

Audit and tax fees

     39,433  

Legal fees

     2,284  

Registration fees

     161,560  

Miscellaneous

     40,828  

Total expenses

     $2,849,899  

Reduction of expenses by investment adviser and distributor

     (1,736,745

Net expenses

     $1,113,154  

Net investment income (loss)

     $1,106,667  

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $100  

Change in net assets from operations

     $1,106,767  

See Notes to Financial Statements

 

10


Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     8/31/20      8/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $1,106,667        $3,428,421  

Net realized gain (loss)

     100        1  

Change in net assets from operations

     $1,106,767        $3,428,422  

Total distributions to shareholders

     $(1,106,667      $(3,428,422

Change in net assets from fund share transactions

     $89,527,043        $(12,531,450

Total change in net assets

     $89,527,143        $(12,531,450
Net assets                  

At beginning of period

     212,210,644        224,742,094  

At end of period

     $301,737,787        $212,210,644  

See Notes to Financial Statements

 

11


Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Class A   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $1.00       $1.00       $1.00       $1.00       $1.00  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.00 (w)      $0.02       $0.01       $0.00 (c)(w)      $0.00  

Net realized and unrealized gain (loss)

    0.00 (w)      0.00 (w)            (0.00 )(w)       

Total from investment operations

    $0.00 (w)      $0.02       $0.01       $0.00 (w)      $0.00  
Less distributions declared to shareholders

 

From net investment income

    $(0.00 )(w)      $(0.02     $(0.01     $(0.00 )(w)      $—  

Net asset value, end of period

    $1.00       $1.00       $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.54       1.58       0.76       0.08 (c)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    0.96       0.98       0.94       0.91 (c)      0.91  

Expenses after expense reductions (f)

    0.44       0.72       0.68       0.50 (c)      0.23  

Net investment income (loss)

    0.44       1.57       0.76       0.08 (c)      0.00  

Net assets at end of period (000 omitted)

    $140,426       $99,511       $100,463       $105,859       $120,740  

See Notes to Financial Statements

 

12


Financial Highlights – continued

 

Class B   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $1.00       $1.00       $1.00       $1.00       $1.00  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.00 (w)      $0.02       $0.01       $0.00 (c)(w)      $0.00  

Net realized and unrealized gain (loss)

    0.00 (w)      0.00 (w)            (0.00 )(w)       

Total from investment operations

    $0.00 (w)      $0.02       $0.01       $0.00 (w)      $0.00  
Less distributions declared to shareholders

 

From net investment income

    $(0.00 )(w)      $(0.02     $(0.01     $(0.00 )(w)      $—  

Net asset value, end of period

    $1.00       $1.00       $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.54       1.58       0.76       0.08 (c)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.71       1.73       1.69       1.66 (c)      1.66  

Expenses after expense reductions (f)

    0.47       0.72       0.68       0.51 (c)      0.23  

Net investment income (loss)

    0.49       1.57       0.72       0.07 (c)      0.00  

Net assets at end of period (000 omitted)

    $9,528       $8,977       $11,664       $17,338       $18,096  
Class C   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $1.00       $1.00       $1.00       $1.00       $1.00  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.00 (w)      $0.02       $0.01       $0.00 (c)(w)      $0.00  

Net realized and unrealized gain (loss)

    0.00 (w)      0.00 (w)            (0.00 )(w)       

Total from investment operations

    $0.00 (w)      $0.02       $0.01       $0.00 (w)      $0.00  
Less distributions declared to shareholders

 

From net investment income

    $(0.00 )(w)      $(0.02     $(0.01     $(0.00 )(w)      $—  

Net asset value, end of period

    $1.00       $1.00       $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.54       1.58       0.76       0.08 (c)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.71       1.73       1.69       1.66 (c)      1.66  

Expenses after expense reductions (f)

    0.40       0.72       0.68       0.50 (c)      0.24  

Net investment income (loss)

    0.37       1.57       0.68       0.07 (c)      0.00  

Net assets at end of period (000 omitted)

    $34,508       $19,438       $18,451       $38,458       $48,749  

See Notes to Financial Statements

 

13


Financial Highlights – continued

 

Class I    Year ended  
     8/31/20     8/31/19 (i)  

Net asset value, beginning of period

     $1.00       $1.00  
Income (loss) from investment operations

 

       

Net investment income (loss) (d)

     $0.00 (w)      $0.02  

Net realized and unrealized gain (loss)

     0.00 (w)      0.00 (w) 

Total from investment operations

     $0.00 (w)      $0.02  
Less distributions declared to shareholders

 

       

From net investment income

     $(0.00 )(w)      $(0.02

Net asset value, end of period

     $1.00       $1.00  

Total return (%) (r)(t)

     0.54       1.52 (n) 
Ratios (%) (to average net assets)
and Supplemental data:

 

       

Expenses before expense reductions (f)

     0.69       0.73 (a) 

Expenses after expense reductions (f)

     0.23       0.72 (a) 

Net investment income (loss)

     0.06       1.60 (a) 

Net assets at end of period (000 omitted)

     $9,797       $56  

 

Class R1   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $1.00       $1.00       $1.00       $1.00       $1.00  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.00 (w)      $0.02       $0.01       $0.00 (c)(w)      $0.00  

Net realized and unrealized gain (loss)

    0.00 (w)      0.00 (w)            (0.00 )(w)       

Total from investment operations

    $0.00 (w)      $0.02       $0.01       $0.00 (w)      $0.00  
Less distributions declared to shareholders

 

From net investment income

    $(0.00 )(w)      $(0.02     $(0.01     $(0.00 )(w)      $—  

Net asset value, end of period

    $1.00       $1.00       $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.54       1.57       0.76       0.08 (c)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.71       1.73       1.69       1.66 (c)      1.66  

Expenses after expense reductions (f)

    0.47       0.72       0.68       0.50 (c)      0.23  

Net investment income (loss)

    0.48       1.57       0.72       0.07 (c)      0.00  

Net assets at end of period (000 omitted)

    $9,209       $7,610       $8,305       $12,236       $14,569  

See Notes to Financial Statements

 

14


Financial Highlights – continued

 

Class R2   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $1.00       $1.00       $1.00       $1.00       $1.00  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.01       $0.02       $0.01       $0.00 (c)(w)      $0.00  

Net realized and unrealized gain (loss)

    0.00 (w)      0.00 (w)            (0.00 )(w)       

Total from investment operations

    $0.01       $0.02       $0.01       $0.00 (w)      $0.00  
Less distributions declared to shareholders

 

From net investment income

    $(0.01     $(0.02     $(0.01     $(0.00 )(w)      $—  

Net asset value, end of period

    $1.00       $1.00       $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.54       1.57       0.76       0.08 (c)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.21       1.23       1.19       1.16 (c)      1.16  

Expenses after expense reductions (f)

    0.48       0.72       0.68       0.51 (c)      0.23  

Net investment income (loss)

    0.51       1.57       0.73       0.08 (c)      0.00  

Net assets at end of period (000 omitted)

    $33,676       $31,672       $34,993       $48,184       $51,537  
Class R3   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $1.00       $1.00       $1.00       $1.00       $1.00  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.00 (w)      $0.02       $0.01       $0.00 (c)(w)      $0.00  

Net realized and unrealized gain (loss)

    0.00 (w)      0.00 (w)            (0.00 )(w)       

Total from investment operations

    $0.00 (w)      $0.02       $0.01       $0.00 (w)      $0.00  
Less distributions declared to shareholders

 

From net investment income

    $(0.00 )(w)      $(0.02     $(0.01     $(0.00 )(w)      $—  

Net asset value, end of period

    $1.00       $1.00       $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.54       1.57       0.76       0.08 (c)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    0.96       0.98       0.94       0.91 (c)      0.91  

Expenses after expense reductions (f)

    0.44       0.72       0.68       0.51 (c)      0.23  

Net investment income (loss)

    0.44       1.55       0.73       0.08 (c)      0.00  

Net assets at end of period (000 omitted)

    $24,536       $16,471       $26,227       $35,196       $37,650  

See Notes to Financial Statements

 

15


Financial Highlights – continued

 

Class R4   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $1.00       $1.00       $1.00       $1.00       $1.00  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.01       $0.02       $0.01       $0.00 (c)(w)      $0.00  

Net realized and unrealized gain (loss)

    0.00 (w)      0.00 (w)            (0.00 )(w)       

Total from investment operations

    $0.01       $0.02       $0.01       $0.00 (w)      $0.00  
Less distributions declared to shareholders

 

From net investment income

    $(0.01     $(0.02     $(0.01     $(0.00 )(w)      $—  

Net asset value, end of period

    $1.00       $1.00       $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.54       1.57       0.76       0.08 (c)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    0.71       0.73       0.69       0.67 (c)      0.66  

Expenses after expense reductions (f)

    0.49       0.72       0.68       0.52 (c)      0.23  

Net investment income (loss)

    0.54       1.57       0.74       0.08 (c)      0.00  

Net assets at end of period (000 omitted)

    $2,709       $2,676       $2,729       $3,250       $3,077  

 

Class R6    Year ended  
     8/31/20     8/31/19 (i)  

Net asset value, beginning of period

     $1.00       $1.00  
Income (loss) from investment operations

 

       

Net investment income (loss) (d)

     $0.00 (w)      $0.02  

Net realized and unrealized gain (loss)

     0.00 (w)      0.00 (w) 

Total from investment operations

     $0.00 (w)      $0.02  
Less distributions declared to shareholders

 

       

From net investment income

     $(0.00 )(w)      $(0.02

Net asset value, end of period

     $1.00       $1.00  

Total return (%) (r)(t)

     0.58       1.58 (n) 
Ratios (%) (to average net assets)
and Supplemental data:

 

       

Expenses before expense reductions (f)

     0.65       0.66 (a) 

Expenses after expense reductions (f)

     0.42       0.65 (a) 

Net investment income (loss)

     0.46       1.65 (a) 

Net assets at end of period (000 omitted)

     $113       $54  

See Notes to Financial Statements

 

16


Financial Highlights – continued

 

Class 529A   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $1.00       $1.00       $1.00       $1.00       $1.00  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.00 (w)      $0.02       $0.01       $0.00 (c)(w)      $0.00  

Net realized and unrealized gain (loss)

    0.00 (w)      0.00 (w)            (0.00 )(w)       

Total from investment operations

    $0.00 (w)      $0.02       $0.01       $0.00 (w)      $0.00  
Less distributions declared to shareholders

 

From net investment income

    $(0.00 )(w)      $(0.02     $(0.01     $(0.00 )(w)      $—  

Net asset value, end of period

    $1.00       $1.00       $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.51       1.53       0.71       0.06 (c)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.01       1.03       1.00       1.01 (c)      1.00  

Expenses after expense reductions (f)

    0.47       0.77       0.73       0.53 (c)      0.23  

Net investment income (loss)

    0.44       1.52       0.73       0.06 (c)      0.00  

Net assets at end of period (000 omitted)

    $28,695       $19,061       $15,197       $13,208       $12,841  
Class 529B   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $1.00       $1.00       $1.00       $1.00       $1.00  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.01       $0.02       $0.01       $0.00 (c)(w)      $0.00  

Net realized and unrealized gain (loss)

    0.00 (w)      0.00 (w)            (0.00 )(w)       

Total from investment operations

    $0.01       $0.02       $0.01       $0.00 (w)      $0.00  
Less distributions declared to shareholders

 

From net investment income

    $(0.01     $(0.02     $(0.01     $(0.00 )(w)      $—  

Net asset value, end of period

    $1.00       $1.00       $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.51       1.53       0.71       0.06 (c)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.76       1.78       1.75       1.76 (c)      1.76  

Expenses after expense reductions (f)

    0.53       0.77       0.73       0.53 (c)      0.22  

Net investment income (loss)

    0.53       1.51       0.71       0.06 (c)      0.00  

Net assets at end of period (000 omitted)

    $183       $247       $293       $348       $355  

See Notes to Financial Statements

 

17


Financial Highlights – continued

 

Class 529C   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $1.00       $1.00       $1.00       $1.00       $1.00  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.00 (w)      $0.02       $0.01       $0.00 (c)(w)      $0.00  

Net realized and unrealized gain (loss)

    0.00 (w)      0.00 (w)            (0.00 )(w)       

Total from investment operations

    $0.00 (w)      $0.02       $0.01       $0.00 (w)      $0.00  
Less distributions declared to shareholders

 

From net investment income

    $(0.00 )(w)      $(0.02     $(0.01     $(0.00 )(w)      $—  

Net asset value, end of period

    $1.00       $1.00       $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.51       1.53       0.71       0.06 (c)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.76       1.78       1.75       1.76 (c)      1.76  

Expenses after expense reductions (f)

    0.49       0.77       0.73       0.54 (c)      0.24  

Net investment income (loss)

    0.46       1.52       0.70       0.06 (c)      0.00  

Net assets at end of period (000 omitted)

    $8,360       $6,437       $6,419       $6,957       $6,728  

 

(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 I and Class R6, the period is from the class inception, September 18, 2018, through the stated period end.

(n)

Not annualized.

(r)

Certain expenses have been reduced without which performance would have been 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.

See Notes to Financial Statements

 

18


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS U.S. Government Cash Reserve Fund (the fund) is a diversified series of MFS Series Trust I (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Pursuant to procedures approved by the Board of Trustees, investments held by the fund are generally valued at amortized cost, which approximates market value. Amortized cost involves valuing an instrument at its cost as

 

19


Notes to Financial Statements – continued

 

adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized cost value of an instrument can be different from the market value of an instrument.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Short-Term Securities      $—        $301,336,362        $—        $301,336,362  

For further information regarding security characteristics, see the Portfolio of Investments.

Repurchase Agreements – The fund enters into repurchase agreements under the terms of Master Repurchase Agreements with approved counterparties. Each repurchase agreement is recorded at cost. The fund requires that the securities collateral in a repurchase transaction be transferred to a custodian. The fund monitors, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the fund under each such repurchase agreement. Upon an event of default under a Master Repurchase Agreement, the non-defaulting party may close out all transactions traded under such agreement and net amounts owed under each transaction to one net amount payable by one party to the other. Absent an event of default, the Master Repurchase Agreement does not result in an offset of reported amounts of assets and liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund and other funds managed by MFS may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. At August 31, 2020, the fund had investments in repurchase agreements with a gross value of $9,312,000 included in investments in unaffiliated issuers in the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at period end.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

 

20


Notes to Financial Statements – continued

 

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

During the year ended August 31, 2020, there were no significant adjustments due to differences between book and tax accounting.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

    Year ended
8/31/20
     Year ended
8/31/19
 
Ordinary income (including any short-term capital gains)     $1,106,667        $3,428,422  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 8/31/20       
Cost of investments      $301,336,362  
Other temporary differences      (4,389

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after purchase. Class C and Class 529C shares will convert to Class A and

 

21


Notes to Financial Statements – continued

 

Class 529A shares, respectively, approximately ten years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year
ended
8/31/20
     Year
ended
8/31/19 (i)
 
Class A      $526,766        $1,584,216  
Class B      46,026        162,414  
Class C      96,350        317,540  
Class I      1,357        1,185  
Class R1      40,645        127,647  
Class R2      160,346        527,732  
Class R3      83,166        291,144  
Class R4      14,581        42,820  
Class R6      431        819  
Class 529A      102,419        268,010  
Class 529B      1,227        3,915  
Class 529C      33,353        100,980  
Total      $1,106,667        $3,428,422  

 

(i)

For Class I and Class R6, the period is from the class inception, September 18, 2018, through the stated period end.

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. For the period from September 1, 2019 through July 31, 2020, the management fee was computed daily and paid monthly at an annual rate of 0.40% of the fund’s average daily net assets. Effective August 1, 2020, the management fee is computed daily and paid monthly at the following annual rates of the fund’s average daily net assets:

 

Up to $1 billion      0.40
In excess of $1 billion      0.35

During the year ended August 31, 2020, MFS voluntarily waived receipt of $424,213 of the fund’s management fee in order to avoid a negative yield. For the year ended August 31, 2020, this amount is included in the reduction of total expenses in the Statement of Operations. MFS has also 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 year ended August 31, 2020, this management fee reduction amounted to $26,691, which is included in the reduction of total expenses in the Statement of Operations. For the year ended August 31, 2020, these waivers had the effect of reducing the management fee by 0.18% of average daily net assets on an annualized basis. The management fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.22% of the fund’s average daily net assets.

In order to avoid a negative yield for the year ended August 31, 2020, MFS voluntarily agreed to reduce certain other expenses in the amount of $71,971, which is included in the reduction of total expenses in the Statement of Operations.

 

22


Notes to Financial Statements – continued

 

Effective August 1, 2020, the investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total fund operating expenses do not exceed the following rates annually of each class’s average daily net assets:

 

Classes  
A   B     C     I     R1     R2     R3     R4     R6     529A     529B     529C  
0.45%     0.45%       0.45%       0.45%       0.45%       0.45%       0.45%       0.45%       0.37%       0.50%       0.50%       0.50%  

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2021. For the period from August 1, 2020 through August 31, 2020, this reduction amounted to $64,961 which is included in the reduction of total expenses in the Statement of Operations.

Distributor – The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule 12b-1 of the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.00%        $297,446  
Class B      0.75%        0.25%        1.00%        0.00%        93,389  
Class C      0.75%        0.25%        1.00%        0.00%        258,952  
Class R1      0.75%        0.25%        1.00%        0.00%        84,243  
Class R2      0.25%        0.25%        0.50%        0.00%        156,790  
Class R3             0.25%        0.25%        0.00%        46,906  
Class 529A             0.25%        0.25%        0.00%        58,331  
Class 529B      0.75%        0.25%        1.00%        0.00%        2,301  
Class 529C      0.75%        0.25%        1.00%        0.00%        72,883  
Total Distribution and Service Fees

 

           $1,071,241  

 

(d)

In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2020 based on each class’s average daily net assets. MFD has agreed in writing to waive any distribution and/or service fees for Class A, Class B, Class C, Class R1, Class R2, Class R3, Class 529A, Class 529B, and Class 529C. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue until at least December 31, 2021. These reductions, for the year ended August 31, 2020, for Class A, Class B, Class C, Class R1, Class R2, Class R3, Class 529A, Class 529B, and Class 529C

 

23


Notes to Financial Statements – continued

 

  amounted to $297,446, $93,389, $258,952, $84,243, $156,790, $46,906, $58,331, $2,301, and $72,883, respectively, and are included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2020, were as follows:

 

     Amount
Class A    $2,849
Class B    33,853
Class C    11,676
Class 529B   
Class 529C    1,054

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.05% of the average daily net assets attributable to each 529 share class. During the year ended August 31, 2020, MFS voluntarily agreed to reduce the fund’s program manager fees in the amount of $8,046 in order to avoid a negative yield for Class 529A, Class 529B, and Class 529C shares. For the year ended August 31, 2020, this amount is included in the reduction of total expenses in the Statements of Operations. This voluntary reduction had the effect of reducing the program manager fee by 0.03%, 0.02%, and 0.03% of average daily net assets attributable to Class 529A, Class 529B, and 529C shares, respectively, on an annualized basis. The program manager fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.02%, 0.03%, and 0.02% of average daily net assets attributable to Class 529A, Class 529B, and 529C shares, respectively. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and 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. Program manager fees for the year ended August 31, 2020, were as follows:

 

     Fee      Waiver  
Class 529A      $11,666        $6,142  
Class 529B      115        50  
Class 529C      3,645        1,854  
Total Program Manager Fees      $15,426        $8,046  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2020, the fee was $187,765, which equated to 0.0756%

 

24


Notes to Financial Statements – continued

 

annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $248,527. During the year ended August 31, 2020, MFS voluntarily agreed to reduce the fund’s sub-accounting fee in the amount of $69,622 in order to avoid a negative yield, which is included in the reduction of total expenses in the Statements of Operations.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.0177% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $694 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2020. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $4,389 at August 31, 2020, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – On September 17, 2018, MFS purchased 50,000 shares of Class I for an aggregate amount of $50,000 and 50,000 shares of Class R6 for an aggregate amount of $50,000 as an initial investment in the class.

At August 31, 2020, MFS held approximately 99% of the outstanding shares of Class R4.

 

25


Notes to Financial Statements – continued

 

(4) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The number of shares sold, reinvested and reacquired corresponds to the net proceeds from the sale of shares, reinvestment of distributions and cost of shares reacquired, respectively, since shares are sold and reacquired at $1.00 per share. Transactions in fund shares were as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19 (i)
 
Shares sold      

Class A

     122,940,202        59,431,027  

Class B

     8,381,554        5,310,326  

Class C

     41,843,235        24,050,108  

Class I

     11,753,483        354,368  

Class R1

     4,897,312        2,191,482  

Class R2

     22,199,048        10,113,188  

Class R3

     17,768,905        8,456,459  

Class R4

     39,778        17,622  

Class R6

     64,875        72,440  

Class 529A

     20,385,658        12,190,039  

Class 529B

     141,050        126,828  

Class 529C

     6,623,904        3,281,304  
     257,039,004        125,595,191  
Shares issued to shareholders in
reinvestment of distributions
     

Class A

     511,320        1,537,241  

Class B

     43,246        152,269  

Class C

     92,098        307,001  

Class I

     1,248        888  

Class R1

     40,600        127,564  

Class R2

     160,346        527,539  

Class R3

     83,166        291,144  

Class R4

     14,581        42,820  

Class R6

     431        819  

Class 529A

     101,802        266,573  

Class 529B

     1,207        3,891  

Class 529C

     33,129        100,345  
     1,083,174        3,358,094  

 

26


Notes to Financial Statements – continued

 

     Year ended
8/31/20
     Year ended
8/31/19 (i)
 
Shares reacquired      

Class A

     (82,537,454      (61,915,466

Class B

     (7,876,811      (8,152,109

Class C

     (26,859,099      (23,369,100

Class I

     (2,006,406      (299,368

Class R1

     (3,341,014      (3,014,203

Class R2

     (20,364,536      (13,961,909

Class R3

     (9,786,066      (18,513,241

Class R4

     (22,746      (113,448

Class R6

     (7,061      (18,755

Class 529A

     (10,851,883      (8,587,889

Class 529B

     (206,442      (176,267

Class 529C

     (4,735,617      (3,362,980
     (168,595,135      (141,484,735
Net change      

Class A

     40,914,068        (947,198

Class B

     547,989        (2,689,514

Class C

     15,076,234        988,009  

Class I

     9,748,325        55,888  

Class R1

     1,596,898        (695,157

Class R2

     1,994,858        (3,321,182

Class R3

     8,066,005        (9,765,638

Class R4

     31,613        (53,006

Class R6

     58,245        54,504  

Class 529A

     9,635,577        3,868,723  

Class 529B

     (64,185      (45,548

Class 529C

     1,921,416        18,669  
     89,527,043        (12,531,450

 

(i)

For Class I and Class R6, the period is from the class inception, September 18, 2018, through the stated period end.

Effective June 1, 2019, purchases of the fund’s Class B and Class 529B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

Effective at the close of business on May 29, 2020, purchases of the fund are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

(5) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated

 

27


Notes to Financial Statements – continued

 

among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended August 31, 2020, the fund’s commitment fee and interest expense were $1,050 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(6) Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and 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. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

(7) Subsequent Event

On October 2, 2020, the fund announced that effective December 21, 2020, the time period will be shortened for the automatic conversion of Class C and Class 529C shares to Class A and Class 529A shares, respectively, of the same fund, from approximately

ten years to approximately eight years after purchase. On or about December 21, 2020 any Class C and Class 529C shares that have an original purchase date of December 31, 2012 or earlier will automatically convert to Class A or Class 529A shares, respectively, of the same fund. Please see the fund’s prospectus for details.

 

28


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and the Shareholders of MFS U.S. Government Cash Reserve Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities MFS U.S. Government Cash Reserve Fund (the “Fund”), including the portfolio of investments, as of August 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of August 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights.

 

29


Report of Independent Registered Public Accounting Firm – continued

 

Our procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 19, 2020

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

30


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 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.

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of

MFS Funds

overseen

by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k) (age 56)   Trustee   February 2004   133   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)   N/A

Robin A. Stelmach (k)

(age 59)

  Trustee   January 2014   133  

Massachusetts Financial

Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)

  N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 65)

  Trustee and Chair of Trustees   January 2009   133   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   133   Private investor; Financial Accounting Standards Advisory Council, Chairman (2014-2015)   N/A

 

31


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

John A. Caroselli

(age 66)

  Trustee   March 2017   133   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   133   Private investor   N/A

Peter D. Jones

(age 65)

  Trustee   January 2019   133   Private investor; Franklin Templeton Institutional, LLC (investment management), Chairman (since June 30, 2020); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

32


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

James W. Kilman, Jr.

(age 59)

  Trustee   January 2019   133   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.

(age 64)

  Trustee   March 2017   133   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   133   Private investor   N/A

Laurie J. Thomsen

(age 63)

  Trustee   March 2005   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

33


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

OFFICERS        

Christopher R. Bohane (k)

(age 46)

  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   133   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   133   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   133   Massachusetts Financial Services Company, Senior Vice President

 

34


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   133   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 (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel

Susan A. Pereira (k)

(age 49)

  Assistant
Secretary and Assistant Clerk
  July 2005   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 49)

  Assistant Treasurer   September 2012   133   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 45)

  Assistant Secretary and Assistant Clerk   October 2014   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

 

35


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015)

James O. Yost (k)

(age 60)

  Treasurer   September 1990   133   Massachusetts Financial Services Company, Senior Vice President

 

(h)

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.

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

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 Funds 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 Board’s 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).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

 

36


Trustees and Officers – continued

 

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
 

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)  
Edward O’Dette  

 

37


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS U.S. Government Cash Reserve Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the

 

38


Board Review of Investment Advisory Agreement – continued

 

Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 4th quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 4th quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the ten-, five-, three- and one-year periods ended December 31, 2019.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. In addition, the Trustees noted the market conditions affecting all money market funds, in particular the low interest rate environment during portions of the three- and five-year periods, and MFS’ voluntary waiver of all or a portion of its fees to ensure that the Fund avoided a negative yield during those periods. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

 

39


Board Review of Investment Advisory Agreement – continued

 

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS Fund Distributors, Inc. (“MFD”), an affiliate of MFS, currently observes a Class A 12b-1 fee waiver, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median. The Trustees also noted that MFS has agreed to implement an expense limitation for the Fund effective August 1, 2020, which may not be changed without the Trustees’ approval.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that MFS has agreed to implement a contractual breakpoint that reduces its advisory fee rate on the Fund’s average daily net assets over $1 billion effective August 1, 2020. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver was sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

 

40


Board Review of Investment Advisory Agreement – continued

 

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFD. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

41


PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

PORTFOLIO HOLDINGS INFORMATION

The fund files monthly portfolio information with the SEC on Form N-MFP. The fund’s Form N-MFP reports are available on the SEC’s website at http://www.sec.gov. A shareholder can also access the fund’s portfolio holdings as of each month end and the fund’s Form N-MFP reports at mfs.com/openendfunds after choosing “Click here for access to Money Market fund reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders 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.

Under the Trust’s 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.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2020 income tax forms in January 2021. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund intends to pass through the maximum amount allowable as Section 163(j) Interest Dividends as defined in Proposed Treasury Regulation §1.163(j)-1(b).

 

42


rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

43


Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

44


LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 219341

Kansas City, MO 64121-9341

OVERNIGHT MAIL

MFS Service Center, Inc.

Suite 219341

430 W 7th Street

Kansas City, MO 64105-1407

 


Annual Report

August 31, 2020

 

LOGO

 

MFS® Value Fund

 

LOGO

 

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 Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site 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.

 

EIF-ANN

 


MFS® Value Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     12  
Statement of assets and liabilities     17  
Statement of operations     19  
Statements of changes in net assets     20  
Financial highlights     21  
Notes to financial statements     28  
Report of independent registered public accounting firm     40  
Trustees and officers     42  
Board review of investment advisory agreement     49  
Statement regarding liquidity risk management program     53  
Proxy voting policies and information     54  
Quarterly portfolio disclosure     54  
Further information     54  
Information about fund contracts and legal claims     54  
Federal tax information     54  
MFS® privacy notice     55  
Contact information     back cover  

 

The report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings in early 2020 as the coronavirus pandemic brought the global economy to a standstill for several months. Optimism over the

development of vaccines and therapeutics, along with a decline in cases in countries affected by the outbreak early on, brightened the economic and market outlook during the second quarter, as did the phased reopening of U.S. states. However, a great deal of uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when the risks are rising for a second wave of infection. Political uncertainty is heightened as well, as the pandemic has caused many jurisdictions in the United States to adopt mail-in voting for the first time, raising questions over whether ballots in the November elections will be counted as quickly as they have been in the past.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support, though in the United States some of those measures were allowed to lapse at the end of July as negotiators found themselves at an impasse over the scope of additional funding. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can also sow the seeds of instability. In the aftermath of the crisis, societal changes may be likely, as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to the responsible allocation of capital allow us to tune out the noise and uncover what we believe are the best, most durable investment opportunities in the market. Through our unique global investment platform, we combine collective expertise, thoughtful risk management, and long-term discipline to create sustainable value for investors.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

October 19, 2020

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

1


PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings

 

Johnson & Johnson     4.2%  
JPMorgan Chase & Co.     3.9%  
Comcast Corp., “A”     3.2%  
Medtronic PLC     3.0%  
Accenture PLC, “A”     2.7%  
Honeywell International, Inc.     2.6%  
Texas Instruments, Inc.     2.5%  
Northrop Grumman Corp.     2.4%  
Aon PLC     2.4%  
Duke Energy Corp.     2.1%  
GICS equity sectors (g)

 

Financials     24.4%  
Health Care     20.5%  
Industrials     17.9%  
Information Technology     10.7%  
Consumer Staples     7.5%  
Utilities     6.5%  
Materials     3.8%  
Communication Services     3.7%  
Energy     2.4%  
Consumer Discretionary     1.6%  
Real Estate     0.4%  
 

 

 

 

(g)

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of August 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

2


MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2020, Class A shares of the MFS Value Fund (fund) provided a total return of 2.93%, at net asset value. This compares with a return of 0.84% for the fund’s benchmark, the Russell 1000® Value Index.

Market Environment

Markets experienced an extraordinarily sharp selloff and in many cases an unusually rapid recovery late in the period. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the deepest, steepest, and possibly shortest recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and when vaccines or medicines will become available to prevent or treat it.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in a price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the United States also decreasing production, which – along with the gradual reopening of some major economies and the resultant boost in demand – helped stabilize the price of crude oil.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible average-inflation-targeting framework, which is expected to result in policy rates remaining at low levels for longer. In developed countries, monetary easing measures were complemented by large fiscal stimulus initiatives, although late in the period there was uncertainty surrounding the timing and scope of additional US recovery funding. Due to relatively manageable external liabilities and balances of payments in many countries, along with persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

As has often been the case in a crisis, market vulnerabilities have been revealed. For example, companies that have added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks have in many cases halted share repurchases and cut dividends, and some firms have been forced to recapitalize.

Contributors to Performance

An underweight position in the energy sector contributed to performance relative to the Russell 1000® Value Index, led by the fund’s underweight position in integrated oil and gas company Exxon Mobil (h). The share price of Exxon Mobil fell during the period

 

3


Management Review – continued  

 

after the company missed consensus estimates on the back of disappointing chemical and refining margins and higher costs. Furthermore, oil and gas prices came under significant pressure due to lower demand from disruptions caused by the COVID-19 virus and the price war between Saudi Arabia and Russia.

Stock selection in both the industrials and financials sectors also supported relative returns. Within the industrials sector, overweight positions in industrial products and equipment producer Illinois Tool Works and leading diversified industrial manufacturer Eaton (Ireland) boosted relative results. The share price of Illinois Tool Works appreciated after the company delivered solid earnings, driven by both better-than-expected organic growth and margins, particularly within its Auto and Food Equipment segments, paired with higher cost-savings efforts. Within the financials sector, overweight positions in securities exchange services provider NASDAQ and risk management and consulting firm Marsh & McLennan further helped relative performance.

An overweight position in the health care sector also aided relative returns. Within this sector, the fund’s overweight positions in life sciences supply company Thermo Fisher Scientific and healthcare equipment manufacturer Danaher bolstered relative results. The share price of Thermo Fisher Scientific reacted positively to higher-than-anticipated organic revenue growth, which was driven by genetic analysis, bio-production and transplant/clinical diagnostics segments. The company also increased its revenue guidance for the upcoming year, primarily driven by its SARS-CoV-2 Total Antibody test, a more unique offering than other manufacturers. Furthermore, the company’s Life Science Solutions division performed well, owing to increased biomolecular and bioprocessing end-market demand.

Stocks in other sectors that strengthened relative returns included the fund’s positions in IT services firm Accenture (b)  and paint and coating manufacturer Sherwin-Williams (b), and its overweight position in semiconductor company Texas Instruments. The share price of Accenture rose as investors appeared to have responded positively to the company’s announcement of a new CEO. Additionally, management reported higher-than-expected revenue and earnings, driven by an increase in bookings, combined with a robust outlook for new contracts growth.

Detractors from Performance

Stock selection in both the utilities and consumer staples sectors detracted from relative results. Within the utilities sector, an overweight position in power provider FirstEnergy (h) held back relative performance. The share price of FirstEnergy dropped following allegations of bribery case around Ohio House Speaker, Larry Householder, about the passage of a nuclear subsidy bill from 2019. While FirstEnergy has not been directly implicated yet, the company received subpoenas from the US Attorney, which in turn appeared to have weakened investors’ sentiment. Within the consumer staples sector, holdings of premium drinks distributer Diageo (b) (United Kingdom), not owning shares of retail giant Walmart, and the timing of the fund’s ownership in shares of household products maker Procter & Gamble (h), dampened relative returns.

Elsewhere, the fund’s underweight position in semiconductor company Intel hampered relative performance. Overweight positions in financial services company U.S. Bancorp, property and casualty insurers Travelers Companies and Chubb, and diversified

 

4


Management Review – continued

 

financial services firm Citigroup further weakened relative returns. The share price of U.S. Bancorp fell as bond yields collapsed, notably on the US 10-year Treasury bonds, and concerns about increased potential loan losses arose as global economic activity ground to a halt in efforts to stem the spread of the COVID-19 virus. Additionally, holdings of integrated energy company Suncor Energy (b) further weakened relative results.

Respectfully,

Portfolio Manager(s)

Katherine Cannan, Nevin Chitkara, and Steven Gorham

Note to Shareholders: Effective December 31, 2019, Katherine Cannan was added as a Portfolio Manager of the Fund. Effective December 31, 2020, Steven Gorham will be removed as a Portfolio Manager of the Fund.

 

(b)

Security is not a benchmark constituent.

(h)

Security was not held in the portfolio at period end.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

5


PERFORMANCE SUMMARY THROUGH 8/31/20

The following chart illustrates a representative class of the fund’s historical

performance in comparison to its benchmark(s). Performance results include the

deduction of the maximum applicable sales charge and reflect the percentage change

in net asset value, including reinvestment of dividends and capital gains distributions.

The performance of other share classes will be greater than or less than that of the

class depicted below. Benchmarks are unmanaged and may not be invested in directly.

Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes

to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of a Hypothetical $10,000 Investment

LOGO

 

6


Performance Summary – continued

 

Total Returns through 8/31/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr     
    A    1/02/96   2.93%   8.52%   11.50%    
    B    11/04/97   2.15%   7.71%   10.66%    
    C    11/05/97   2.14%   7.71%   10.66%    
    I    1/02/97   3.18%   8.79%   11.78%    
    R1    4/01/05   2.15%   7.70%   10.66%    
    R2    10/31/03   2.66%   8.25%   11.22%    
    R3    4/01/05   2.92%   8.52%   11.50%    
    R4    4/01/05   3.17%   8.79%   11.77%    
    R6    5/01/06   3.29%   8.90%   11.86%    
    529A    7/31/02   2.89%   8.50%   11.47%    
    529B    7/31/02   2.79%   8.08%   10.87%    
    529C    7/31/02   2.10%   7.66%   10.61%    
Comparative benchmark(s)                
     Russell 1000® Value Index (f)   0.84%   7.53%   11.05%     
Average annual with sales charge                
    A
With Initial Sales Charge (5.75%)
  (2.98)%   7.24%   10.84%    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  (1.85)%   7.41%   10.66%    
    C
With CDSC (1% for 12 months) (v)
  1.14%   7.71%   10.66%    
    529A
With Initial Sales Charge (5.75%)
  (3.03)%   7.23%   10.82%    
    529B
With CDSC (Declining over six years from 4% to 0%) (v)
  (1.21)%   7.79%   10.87%    
    529C
With CDSC (1% for 12 months) (v)
  1.10%   7.66%   10.61%    

CDSC – Contingent Deferred Sales Charge.

Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.

On May 30, 2012, Class W shares were redesignated Class R5 shares. Total returns for Class R5 shares prior to May 30, 2012 reflect the performance history of Class W shares which had different fees and expenses than Class R5 shares. Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.

(f)

Source: FactSet Research Systems Inc.

(v)

Assuming redemption at the end of the applicable period.

 

7


Performance Summary – continued

 

Benchmark Definition(s)

Russell 1000® Value Index – constructed to provide a comprehensive barometer for the value securities in the large-cap segment of the U.S. equity universe. Companies in this index generally have lower price-to-book ratios and lower forecasted growth values. 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 Russell’s express written consent. Russell does not promote, sponsor, or endorse the content of this document.

It is not possible to invest directly in an index.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

Average annual total return represents the average annual change in value for each share class for the periods presented.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

8


EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2020 through August 31, 2020

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2020 through August 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

9


Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/20
    Ending
Account Value
8/31/20
    Expenses
Paid During
Period (p)
3/01/20-8/31/20
 
A   Actual     0.83%       $1,000.00       $1,050.67       $4.28  
  Hypothetical (h)     0.83%       $1,000.00       $1,020.96       $4.22  
B   Actual     1.58%       $1,000.00       $1,046.79       $8.13  
  Hypothetical (h)     1.58%       $1,000.00       $1,017.19       $8.01  
C   Actual     1.58%       $1,000.00       $1,046.75       $8.13  
  Hypothetical (h)     1.58%       $1,000.00       $1,017.19       $8.01  
I   Actual     0.58%       $1,000.00       $1,051.82       $2.99  
  Hypothetical (h)     0.58%       $1,000.00       $1,022.22       $2.95  
R1   Actual     1.58%       $1,000.00       $1,046.55       $8.13  
  Hypothetical (h)     1.58%       $1,000.00       $1,017.19       $8.01  
R2   Actual     1.08%       $1,000.00       $1,049.18       $5.56  
  Hypothetical (h)     1.08%       $1,000.00       $1,019.71       $5.48  
R3   Actual     0.83%       $1,000.00       $1,050.60       $4.28  
  Hypothetical (h)     0.83%       $1,000.00       $1,020.96       $4.22  
R4   Actual     0.58%       $1,000.00       $1,051.84       $2.99  
  Hypothetical (h)     0.58%       $1,000.00       $1,022.22       $2.95  
R6   Actual     0.47%       $1,000.00       $1,052.48       $2.42  
  Hypothetical (h)     0.47%       $1,000.00       $1,022.77       $2.39  
529A   Actual     0.85%       $1,000.00       $1,050.51       $4.38  
  Hypothetical (h)     0.85%       $1,000.00       $1,020.86       $4.32  
529B   Actual     0.87%       $1,000.00       $1,050.25       $4.48  
  Hypothetical (h)     0.87%       $1,000.00       $1,020.76       $4.42  
529C   Actual     1.63%       $1,000.00       $1,046.40       $8.38  
  Hypothetical (h)     1.63%       $1,000.00       $1,016.94       $8.26  

 

(h)

5% class return per year before expenses.

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

For the period from March 1, 2020 through August 31, 2020, the distribution fee for Class 529B was not imposed. Had the distribution fee been imposed throughout the entire six month period, the annualized expense ratio, the actual expenses paid during the period, and

 

10


Expense Table – continued

 

the hypothetical expenses paid during the period would have been approximately 1.63%, $8.40, and $8.26 for Class 529B. See Note 3 in the Notes to Financial Statements for additional information.

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class 529A shares, this rebate reduced the expense ratio above by 0.03%. See Note 3 in the Notes to Financial Statements for additional information.

 

11


PORTFOLIO OF INVESTMENTS

8/31/20

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

 

Issuer    Shares/Par     Value ($)  
Common Stocks - 99.4%               
Aerospace - 6.8%               
Honeywell International, Inc.      7,585,711     $ 1,255,814,456  
Lockheed Martin Corp.      1,486,101       579,965,776  
Northrop Grumman Corp.      3,504,205       1,200,575,675  
Raytheon Technologies Corp.      5,073,868       309,505,948  
    

 

 

 
             $ 3,345,861,855  
Alcoholic Beverages - 1.3%               
Diageo PLC      19,618,293     $ 658,110,214  
Diageo PLC, ADR      3,368       452,659  
    

 

 

 
             $ 658,562,873  
Automotive - 0.3%               
Aptiv PLC      1,416,579     $ 121,995,783  
Brokerage & Asset Managers - 3.5%               
BlackRock, Inc.      1,105,555     $ 656,909,725  
NASDAQ, Inc.      5,819,735       782,288,779  
T. Rowe Price Group, Inc.      2,154,889       299,982,098  
    

 

 

 
             $ 1,739,180,602  
Business Services - 6.6%               
Accenture PLC, “A”      5,597,338     $ 1,342,969,306  
Equifax, Inc.      2,738,921       460,878,236  
Fidelity National Information Services, Inc.      5,068,688       764,611,585  
Fiserv, Inc. (a)      6,923,053       689,397,618  
    

 

 

 
             $ 3,257,856,745  
Cable TV - 3.2%               
Comcast Corp., “A”      35,105,280     $ 1,573,067,597  
Chemicals - 1.7%               
PPG Industries, Inc.      6,835,730     $ 823,021,892  
Construction - 3.9%               
Masco Corp.      7,999,839     $ 466,390,614  
Otis Worldwide Corp.      2,536,933       159,573,086  
Sherwin-Williams Co.      1,016,039       681,812,971  
Stanley Black & Decker, Inc.      3,665,471       591,240,472  
    

 

 

 
             $ 1,899,017,143  

 

12


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Consumer Products - 1.6%               
Colgate-Palmolive Co.      1,430,668     $ 113,394,746  
Kimberly-Clark Corp.      2,410,572       380,291,839  
Reckitt Benckiser Group PLC      2,782,562       279,341,204  
Reckitt Benckiser Group PLC, ADR      8,175       164,154  
    

 

 

 
             $ 773,191,943  
Electrical Equipment - 1.1%               
Johnson Controls International PLC      13,184,009     $ 536,984,687  
Electronics - 5.0%               
Analog Devices, Inc.      2,871,588     $ 335,631,205  
Intel Corp.      9,027,898       459,971,403  
NXP Semiconductors N.V.      3,565,739       448,427,337  
Texas Instruments, Inc.      8,576,188       1,219,105,124  
    

 

 

 
             $ 2,463,135,069  
Energy - Independent - 1.4%               
ConocoPhillips      8,685,865     $ 329,107,425  
EOG Resources, Inc.      4,561,714       206,828,113  
Pioneer Natural Resources Co.      1,375,878       142,995,000  
    

 

 

 
             $ 678,930,538  
Energy - Integrated - 1.0%               
Chevron Corp.      3,264,301     $ 273,972,783  
Suncor Energy, Inc.      14,699,683       235,875,620  
Suncor Energy, Inc.      10,267       164,580  
    

 

 

 
             $ 510,012,983  
Food & Beverages - 4.1%               
Archer Daniels Midland Co.      6,361,255     $ 284,729,774  
Danone S.A.      2,828,594       185,990,223  
Danone S.A., ADR      8,450       110,442  
J.M. Smucker Co.      1,267,010       152,269,262  
Nestle S.A.      8,262,222       992,252,691  
Nestle S.A., ADR      5,005       602,627  
PepsiCo, Inc.      2,685,025       376,064,601  
    

 

 

 
             $ 1,992,019,620  
Gaming & Lodging - 0.3%               
Marriott International, Inc., “A”      1,577,054     $ 162,294,627  
Health Maintenance Organizations - 2.1%               
Cigna Corp.      5,761,626     $ 1,021,939,604  

 

13


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Insurance - 8.1%               
AON PLC      5,975,317     $ 1,195,003,647  
Chubb Ltd.      7,603,255       950,406,875  
Marsh & McLennan Cos., Inc.      8,747,498       1,005,174,995  
Travelers Cos., Inc.      7,241,102       840,257,476  
    

 

 

 
             $ 3,990,842,993  
Machinery & Tools - 4.4%               
Eaton Corp. PLC      6,767,373     $ 690,948,783  
Illinois Tool Works, Inc.      5,027,337       993,150,425  
Trane Technologies PLC      4,150,723       491,404,096  
    

 

 

 
             $ 2,175,503,304  
Major Banks - 7.0%               
Goldman Sachs Group, Inc.      3,755,760     $ 769,442,551  
JPMorgan Chase & Co.      18,927,429       1,896,339,111  
PNC Financial Services Group, Inc.      4,293,551       477,442,871  
State Street Corp.      4,617,328       314,393,864  
    

 

 

 
             $ 3,457,618,397  
Medical & Health Technology & Services - 0.9%               
McKesson Corp.      2,916,003     $ 447,431,500  
Medical Equipment - 9.4%               
Abbott Laboratories      7,750,787     $ 848,478,653  
Boston Scientific Corp. (a)      9,940,583       407,762,715  
Danaher Corp.      4,510,074       931,194,979  
Medtronic PLC      13,617,531       1,463,476,056  
Thermo Fisher Scientific, Inc.      2,253,378       966,654,094  
    

 

 

 
             $ 4,617,566,497  
Other Banks & Diversified Financials - 5.7%               
American Express Co.      4,046,040     $ 411,037,204  
Citigroup, Inc.      18,088,437       924,680,899  
Moody’s Corp.      1,059,890       312,285,990  
Truist Financial Corp.      12,263,578       475,949,462  
U.S. Bancorp      17,859,396       650,082,014  
    

 

 

 
             $ 2,774,035,569  
Pharmaceuticals - 8.1%               
Johnson & Johnson      13,426,188     $ 2,059,711,501  
Merck & Co., Inc.      8,610,600       734,225,862  
Pfizer, Inc.      24,643,016       931,259,574  
Roche Holding AG      742,634       259,361,197  
Roche Holding Ltd., ADR      3,584       156,621  
    

 

 

 
             $ 3,984,714,755  

 

14


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Railroad & Shipping - 2.2%               
Canadian National Railway Co.      3,244,895     $ 339,351,119  
Union Pacific Corp.      3,794,886       730,287,862  
    

 

 

 
             $ 1,069,638,981  
Real Estate - 0.4%               
Public Storage, Inc., REIT      838,739     $ 178,148,164  
Specialty Chemicals - 0.7%               
DuPont de Nemours, Inc.      6,529,825     $ 364,103,042  
Specialty Stores - 1.1%               
Lowe’s Cos., Inc.      3,149,717     $ 518,726,893  
Telephone Services - 0.5%               
Verizon Communications, Inc.      4,089,621     $ 242,391,837  
Tobacco - 0.5%               
Philip Morris International, Inc.      3,203,430     $ 255,601,680  
Utilities - Electric Power - 6.5%               
American Electric Power Co., Inc.      3,461,699     $ 272,885,732  
Dominion Energy, Inc.      8,687,108       681,416,751  
Duke Energy Corp.      13,135,684       1,055,320,853  
Southern Co.      16,257,271       848,304,401  
Xcel Energy, Inc.      4,573,200       317,723,070  
    

 

 

 
             $ 3,175,650,807  
Total Common Stocks (Identified Cost, $30,452,992,796)

 

  $ 48,809,047,980  
Investment Companies (h) - 1.4%               
Money Market Funds - 1.4%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $688,394,733)
     688,394,733     $ 688,394,733  
Other Assets, Less Liabilities - (0.8)%           (372,369,189)  
Net Assets - 100.0%            $ 49,125,073,524  

 

(a)

Non-income producing security.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $688,394,733 and $48,809,047,980, respectively.

(v)

Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

 

15


Portfolio of Investments – continued

 

The following abbreviations are used in this report and are defined:

 

ADR   American Depositary Receipt
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

16


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/20

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

Assets         

Investments in unaffiliated issuers, at value (identified cost, $30,452,992,796)

     $48,809,047,980  
Investments in affiliated issuers, at value (identified cost, $688,394,733)      688,394,733  
Cash      2,080  
Receivables for   

Fund shares sold

     73,657,156  

Dividends

     146,550,381  

Other assets

     34,529  

Total assets

     $49,717,686,859  
Liabilities         

Payables for

  

Fund shares reacquired

     $578,910,835  

Payable to affiliates

  

Investment adviser

     2,402,956  

Administrative services fee

     6,144  

Shareholder servicing costs

     9,768,164  

Distribution and service fees

     328,967  

Program manager fees

     180  

Payable for independent Trustees’ compensation

     62  

Accrued expenses and other liabilities

     1,196,027  

Total liabilities

     $592,613,335  

Net assets

     $49,125,073,524  
Net assets consist of         

Paid-in capital

     $30,182,302,571  

Total distributable earnings (loss)

     18,942,770,953  

Net assets

     $49,125,073,524  

Shares of beneficial interest outstanding

     1,186,647,332  

 

17


Statement of Assets and Liabilities – continued

 

     Net assets      Shares
outstanding
     Net asset value
per share (a)
 

Class A

     $6,460,836,525        156,404,130        $41.31  

Class B

     55,896,670        1,359,421        41.12  

Class C

     650,696,888        15,949,129        40.80  

Class I

     21,027,881,691        505,963,046        41.56  

Class R1

     18,913,820        467,546        40.45  

Class R2

     359,598,201        8,800,726        40.86  

Class R3

     2,036,092,701        49,495,260        41.14  

Class R4

     2,323,830,019        56,252,822        41.31  

Class R6

     16,158,506,699        391,151,656        41.31  

Class 529A

     28,038,295        684,838        40.94  

Class 529B

     473,632        11,694        40.50  

Class 529C

     4,308,383        107,064        40.24  

 

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Classes A and 529A, for which the maximum offering prices per share were $43.83 [100 / 94.25 x $41.31] and $43.44 [100 / 94.25 x $40.94], respectively. On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R6, and 529A.

See Notes to Financial Statements

 

18


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/20

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Net investment income (loss)         

Income

  

Dividends

     $1,128,478,706  

Dividends from affiliated issuers

     5,993,781  

Income on securities loaned

     3,740,745  

Other

     1,143,818  

Foreign taxes withheld

     (8,927,824

Total investment income

     $1,130,429,226  

Expenses

  

Management fee

     $217,641,158  

Distribution and service fees

     32,059,849  

Shareholder servicing costs

     36,190,603  

Program manager fees

     16,481  

Administrative services fee

     573,208  

Independent Trustees’ compensation

     200,024  

Custodian fee

     694,754  

Shareholder communications

     1,692,581  

Audit and tax fees

     68,678  

Legal fees

     408,822  

Miscellaneous

     1,638,773  

Total expenses

     $291,184,931  

Reduction of expenses by investment adviser and distributor

     (5,129,138

Net expenses

     $286,055,793  

Net investment income (loss)

     $844,373,433  
Realized and unrealized gain (loss)         
Realized gain (loss) (identified cost basis)   

Unaffiliated issuers

     $690,730,892  

Affiliated issuers

     (115,246

Foreign currency

     (533,230

Net realized gain (loss)

     $690,082,416  
Change in unrealized appreciation or depreciation   

Unaffiliated issuers

     $100,401,291  

Affiliated issuers

     (43,676

Translation of assets and liabilities in foreign currencies

     2,263,939  

Net unrealized gain (loss)

     $102,621,554  

Net realized and unrealized gain (loss)

     $792,703,970  

Change in net assets from operations

     $1,637,077,403  

See Notes to Financial Statements

 

19


Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     8/31/20      8/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $844,373,433        $1,023,614,003  

Net realized gain (loss)

     690,082,416        748,154,368  

Net unrealized gain (loss)

     102,621,554        492,230,726  

Change in net assets from operations

     $1,637,077,403        $2,263,999,097  

Total distributions to shareholders

     $(1,492,986,929      $(1,629,458,929

Change in net assets from fund share transactions

     $1,196,891,687        $(1,485,669,529

Total change in net assets

     $1,340,982,161        $(851,129,361
Net assets                  

At beginning of period

     47,784,091,363        48,635,220,724  

At end of period

     $49,125,073,524        $47,784,091,363  

See Notes to Financial Statements

 

20


Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Class A   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $41.31       $40.82       $39.00       $35.93       $33.38  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.63       $0.79       $0.59       $0.66 (c)      $0.54  

Net realized and unrealized gain (loss)

    0.57       1.03       3.04       3.65       3.81  

Total from investment operations

    $1.20       $1.82       $3.63       $4.31       $4.35  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.65     $(0.79     $(0.60     $(0.62     $(0.56

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to
shareholders

    $(1.20     $(1.33     $(1.81     $(1.24     $(1.80

Net asset value, end of period (x)

    $41.31       $41.31       $40.82       $39.00       $35.93  

Total return (%) (r)(s)(t)(x)

    2.93       4.85       9.42       12.24 (c)      13.55  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.83       0.83       0.82       0.86 (c)      0.90  

Expenses after expense reductions (f)

    0.82       0.82       0.81       0.84 (c)      0.86  

Net investment income (loss)

    1.56       2.00       1.46       1.77 (c)      1.60  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $6,460,837       $6,520,132       $6,736,296       $6,344,965       $9,033,842  

See Notes to Financial Statements

 

21


Financial Highlights – continued

 

Class B   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $41.09       $40.59       $38.76       $35.72       $33.19  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.32       $0.49       $0.28       $0.37 (c)      $0.28  

Net realized and unrealized gain (loss)

    0.58       1.03       3.04       3.64       3.79  

Total from investment operations

    $0.90       $1.52       $3.32       $4.01       $4.07  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.32     $(0.48     $(0.28     $(0.35     $(0.30

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(0.87     $(1.02     $(1.49     $(0.97     $(1.54

Net asset value, end of period (x)

    $41.12       $41.09       $40.59       $38.76       $35.72  

Total return (%) (r)(s)(t)(x)

    2.15       4.08       8.62       11.40 (c)      12.68  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.58       1.58       1.57       1.61 (c)      1.65  

Expenses after expense reductions (f)

    1.56       1.57       1.56       1.59 (c)      1.61  

Net investment income (loss)

    0.79       1.24       0.71       0.99 (c)      0.85  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $55,897       $84,737       $111,494       $137,361       $154,742  
Class C   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $40.80       $40.31       $38.52       $35.50       $33.00  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.32       $0.49       $0.28       $0.37 (c)      $0.28  

Net realized and unrealized gain (loss)

    0.56       1.03       3.01       3.62       3.77  

Total from investment operations

    $0.88       $1.52       $3.29       $3.99       $4.05  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.33     $(0.49     $(0.29     $(0.35     $(0.31

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(0.88     $(1.03     $(1.50     $(0.97     $(1.55

Net asset value, end of period (x)

    $40.80       $40.80       $40.31       $38.52       $35.50  

Total return (%) (r)(s)(t)(x)

    2.14       4.10       8.58       11.43 (c)      12.69  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.58       1.58       1.57       1.61 (c)      1.65  

Expenses after expense reductions (f)

    1.57       1.57       1.56       1.59 (c)      1.61  

Net investment income (loss)

    0.80       1.24       0.71       0.99 (c)      0.85  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $650,697       $881,020       $1,050,477       $1,389,685       $1,538,605  

See Notes to Financial Statements

 

22


Financial Highlights – continued

 

Class I   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $41.56       $41.06       $39.22       $36.13       $33.56  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.74       $0.90       $0.70       $0.74 (c)      $0.63  

Net realized and unrealized gain (loss)

    0.56       1.02       3.05       3.70       3.82  

Total from investment operations

    $1.30       $1.92       $3.75       $4.44       $4.45  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.75     $(0.88     $(0.70     $(0.73     $(0.64

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(1.30     $(1.42     $(1.91     $(1.35     $(1.88

Net asset value, end of period (x)

    $41.56       $41.56       $41.06       $39.22       $36.13  

Total return (%) (r)(s)(t)(x)

    3.18       5.11       9.69       12.54 (c)      13.83  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.58       0.58       0.57       0.61 (c)      0.65  

Expenses after expense reductions (f)

    0.57       0.57       0.57       0.59 (c)      0.61  

Net investment income (loss)

    1.81       2.25       1.72       1.98 (c)      1.84  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $21,027,882       $20,076,773       $20,727,676       $19,624,016       $17,134,836  
Class R1   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $40.47       $40.01       $38.25       $35.27       $32.79  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.32       $0.48       $0.28       $0.36 (c)      $0.28  

Net realized and unrealized gain (loss)

    0.55       1.02       2.99       3.60       3.74  

Total from investment operations

    $0.87       $1.50       $3.27       $3.96       $4.02  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.34     $(0.50     $(0.30     $(0.36     $(0.30

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(0.89     $(1.04     $(1.51     $(0.98     $(1.54

Net asset value, end of period (x)

    $40.45       $40.47       $40.01       $38.25       $35.27  

Total return (%) (r)(s)(t)(x)

    2.13       4.08       8.61       11.40 (c)      12.69  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.58       1.58       1.57       1.61 (c)      1.65  

Expenses after expense reductions (f)

    1.57       1.57       1.56       1.59 (c)      1.61  

Net investment income (loss)

    0.80       1.24       0.72       0.99 (c)      0.85  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $18,914       $21,820       $24,791       $26,663       $27,096  

See Notes to Financial Statements

 

23


Financial Highlights – continued

 

Class R2   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $40.87       $40.39       $38.60       $35.59       $33.08  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.52       $0.68       $0.48       $0.55 (c)      $0.45  

Net realized and unrealized gain (loss)

    0.56       1.03       3.02       3.62       3.78  

Total from investment operations

    $1.08       $1.71       $3.50       $4.17       $4.23  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.54     $(0.69     $(0.50     $(0.54     $(0.48

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(1.09     $(1.23     $(1.71     $(1.16     $(1.72

Net asset value, end of period (x)

    $40.86       $40.87       $40.39       $38.60       $35.59  

Total return (%) (r)(s)(t)(x)

    2.66       4.60       9.15       11.95 (c)      13.27  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.08       1.08       1.07       1.11 (c)      1.15  

Expenses after expense reductions (f)

    1.07       1.07       1.07       1.09 (c)      1.11  

Net investment income (loss)

    1.30       1.73       1.21       1.49 (c)      1.35  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $359,598       $437,221       $550,200       $614,044       $567,665  
Class R3   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $41.15       $40.66       $38.85       $35.81       $33.28  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.63       $0.79       $0.59       $0.65 (c)      $0.54  

Net realized and unrealized gain (loss)

    0.56       1.03       3.03       3.64       3.79  

Total from investment operations

    $1.19       $1.82       $3.62       $4.29       $4.33  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.65     $(0.79     $(0.60     $(0.63     $(0.56

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(1.20     $(1.33     $(1.81     $(1.25     $(1.80

Net asset value, end of period (x)

    $41.14       $41.15       $40.66       $38.85       $35.81  

Total return (%) (r)(s)(t)(x)

    2.92       4.87       9.43       12.23 (c)      13.54  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.83       0.83       0.82       0.86 (c)      0.90  

Expenses after expense reductions (f)

    0.82       0.82       0.82       0.84 (c)      0.86  

Net investment income (loss)

    1.56       1.99       1.47       1.74 (c)      1.60  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $2,036,093       $2,096,743       $2,259,562       $2,030,023       $1,903,910  

See Notes to Financial Statements

 

24


Financial Highlights – continued

 

Class R4   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $41.32       $40.82       $39.00       $35.94       $33.40  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.73       $0.89       $0.69       $0.74 (c)      $0.62  

Net realized and unrealized gain (loss)

    0.56       1.03       3.04       3.67       3.80  

Total from investment operations

    $1.29       $1.92       $3.73       $4.41       $4.42  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.75     $(0.88     $(0.70     $(0.73     $(0.64

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(1.30     $(1.42     $(1.91     $(1.35     $(1.88

Net asset value, end of period (x)

    $41.31       $41.32       $40.82       $39.00       $35.94  

Total return (%) (r)(s)(t)(x)

    3.17       5.14       9.70       12.52 (c)      13.80  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.58       0.58       0.57       0.61 (c)      0.65  

Expenses after expense reductions (f)

    0.57       0.57       0.57       0.59 (c)      0.61  

Net investment income (loss)

    1.80       2.24       1.72       1.99 (c)      1.85  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $2,323,830       $2,916,674       $3,201,331       $3,060,883       $3,233,421  
Class R6   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $41.32       $40.83       $39.01       $35.94       $33.40  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.78       $0.93       $0.73       $0.76 (c)      $0.66  

Net realized and unrealized gain (loss)

    0.55       1.02       3.04       3.69       3.80  

Total from investment operations

    $1.33       $1.95       $3.77       $4.45       $4.46  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.79     $(0.92     $(0.74     $(0.76     $(0.68

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(1.34     $(1.46     $(1.95     $(1.38     $(1.92

Net asset value, end of period (x)

    $41.31       $41.32       $40.83       $39.01       $35.94  

Total return (%) (r)(s)(t)(x)

    3.29       5.22       9.81       12.66 (c)      13.93  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.47       0.48       0.47       0.51 (c)      0.54  

Expenses after expense reductions (f)

    0.46       0.47       0.47       0.49 (c)      0.50  

Net investment income (loss)

    1.92       2.35       1.83       2.04 (c)      1.95  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $16,158,507       $14,716,194       $13,941,823       $10,957,734       $6,218,954  

See Notes to Financial Statements

 

25


Financial Highlights – continued

 

Class 529A   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $40.96       $40.48       $38.69       $35.67       $33.15  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.62       $0.78       $0.58       $0.63 (c)      $0.53  

Net realized and unrealized gain (loss)

    0.55       1.02       3.02       3.64       3.79  

Total from investment operations

    $1.17       $1.80       $3.60       $4.27       $4.32  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.64     $(0.78     $(0.60     $(0.63     $(0.56

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(1.19     $(1.32     $(1.81     $(1.25     $(1.80

Net asset value, end of period (x)

    $40.94       $40.96       $40.48       $38.69       $35.67  

Total return (%) (r)(s)(t)(x)

    2.89       4.85       9.40       12.21 (c)      13.55  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.88       0.88       0.89       0.96 (c)      1.00  

Expenses after expense reductions (f)

    0.84       0.84       0.83       0.85 (c)      0.86  

Net investment income (loss)

    1.54       1.98       1.45       1.71 (c)      1.59  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $28,038       $27,149       $25,416       $22,490       $18,625  
Class 529B   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $40.46       $40.05       $38.23       $35.27       $32.78  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.57       $0.63       $0.43       $0.47 (c)      $0.29  

Net realized and unrealized gain (loss)

    0.55       1.00       3.00       3.61       3.73  

Total from investment operations

    $1.12       $1.63       $3.43       $4.08       $4.02  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.53     $(0.68     $(0.40     $(0.50     $(0.29

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(1.08     $(1.22     $(1.61     $(1.12     $(1.53

Net asset value, end of period (x)

    $40.50       $40.46       $40.05       $38.23       $35.27  

Total return (%) (r)(s)(t)(x)

    2.79       4.46       9.05       11.78 (c)      12.70  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.95       1.22       1.22       1.34 (c)      1.68  

Expenses after expense reductions (f)

    0.94       1.20       1.19       1.26 (c)      1.58  

Net investment income (loss)

    1.42       1.61       1.10       1.28 (c)      0.87  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $474       $680       $835       $908       $941  

See Notes to Financial Statements

 

26


Financial Highlights – continued

 

Class 529C   Year ended  
    8/31/20     8/31/19     8/31/18     8/31/17     8/31/16  

Net asset value, beginning of period

    $40.26       $39.81       $38.07       $35.11       $32.66  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.30       $0.46       $0.26       $0.34 (c)      $0.26  

Net realized and unrealized gain (loss)

    0.56       1.01       2.97       3.59       3.73  

Total from investment operations

    $0.86       $1.47       $3.23       $3.93       $3.99  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.33     $(0.48     $(0.28     $(0.35     $(0.30

From net realized gain

    (0.55     (0.54     (1.21     (0.62     (1.24

Total distributions declared to shareholders

    $(0.88     $(1.02     $(1.49     $(0.97     $(1.54

Net asset value, end of period (x)

    $40.24       $40.26       $39.81       $38.07       $35.11  

Total return (%) (r)(s)(t)(x)

    2.10       4.04       8.54       11.38 (c)      12.64  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.63       1.63       1.64       1.71 (c)      1.75  

Expenses after expense reductions (f)

    1.62       1.61       1.61       1.63 (c)      1.65  

Net investment income (loss)

    0.76       1.19       0.67       0.93 (c)      0.80  

Portfolio turnover

    16       11       11       14       12  

Net assets at end of period (000 omitted)

    $4,308       $4,947       $5,320       $5,924       $5,381  

 

(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.

See Notes to Financial Statements

 

27


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Value Fund (the fund) is a diversified series of MFS Series Trust I (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or

 

28


Notes to Financial Statements – continued

 

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. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. 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. In determining values, 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.

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 the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser 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 floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser 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 foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt 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. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser 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.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to

 

29


Notes to Financial Statements – continued

 

measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities      $48,809,047,980        $—        $—        $48,809,047,980  
Mutual Funds      688,394,733                      688,394,733  
Total      $49,497,442,713        $—        $—        $49,497,442,713  

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only

 

30


Notes to Financial Statements – continued

 

to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2020, there were no securities on loan or collateral outstanding.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts

 

31


Notes to Financial Statements – continued

 

in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to wash sale loss deferrals and treating a portion of the proceeds from redemptions as a distribution for tax purposes.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

    Year ended
8/31/20
    Year ended
8/31/19
 
Ordinary income (including any short-term capital gains)     $856,724,783       $1,031,454,957  
Long-term capital gains     636,262,146       598,003,972  
Total distributions     $1,492,986,929       $1,629,458,929  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 8/31/20       
Cost of investments      $31,242,571,862  
Gross appreciation      19,254,669,913  
Gross depreciation      (999,799,062
Net unrealized appreciation (depreciation)      $18,254,870,851  
Undistributed ordinary income      132,043,074  
Undistributed long-term capital gain      553,610,938  
Other temporary differences      2,246,090  

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after purchase. Class C and Class 529C shares will convert to Class A and Class 529A shares,

 

32


Notes to Financial Statements – continued

 

respectively, approximately ten years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year
ended
8/31/20
     Year
ended
8/31/19
 
Class A      $189,343,734        $212,127,405  
Class B      1,608,077        2,506,594  
Class C      18,063,688        24,795,233  
Class I      633,742,213        694,992,844  
Class R1      439,617        603,582  
Class R2      10,736,209        14,982,779  
Class R3      61,144,148        70,153,680  
Class R4      84,606,489        105,158,843  
Class R6      492,370,052        503,130,979  
Class 529A      806,572        852,206  
Class 529B      16,333        24,362  
Class 529C      109,797        130,422  
Total      $1,492,986,929        $1,629,458,929  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $7.5 billion      0.60
In excess of $7.5 billion and up to $10 billion      0.53
In excess of $10 billion and up to $20 billion      0.50
In excess of $20 billion and up to $25 billion      0.45
In excess of $25 billion and up to $30 billion      0.42
In excess of $30 billion and up to $35 billion      0.40
In excess of $35 billion and up to $40 billion      0.38
In excess of $40 billion and up to $45 billion      0.36
In excess of $45 billion and up to $50 billion      0.35
In excess of $50 billion and up to $60 billion      0.34
In excess of $60 billion      0.33

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 year ended August 31, 2020, this management fee reduction amounted to $5,047,608, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.45% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $1,219,042 and $13,155 for the year ended August 31, 2020, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.

 

33


Notes to Financial Statements – continued

 

The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule 12b-1 of the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.25%        $16,050,435  
Class B      0.75%        0.25%        1.00%        1.00%        707,614  
Class C      0.75%        0.25%        1.00%        1.00%        7,938,844  
Class R1      0.75%        0.25%        1.00%        1.00%        194,808  
Class R2      0.25%        0.25%        0.50%        0.50%        1,933,046  
Class R3             0.25%        0.25%        0.25%        5,116,173  
Class 529A             0.25%        0.25%        0.22%        68,917  
Class 529B      0.75%        0.25%        1.00%        0.32%        1,869  
Class 529C      0.75%        0.25%        1.00%        1.00%        48,143  
Total Distribution and Service Fees

 

           $32,059,849  

 

(d)

In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2020 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2020, this rebate amounted to $70,322, $1,029, $1,716, $41, $561, $303, $7,500, $19, and $39 for Class A, Class B, Class C, Class R1, Class R2, Class R3, Class 529A, Class 529B, and Class 529C, respectively, and is included in the reduction of total expenses in the Statement of Operations. For the period from October 1, 2019 through August 31, 2020, the 0.75% distribution fee was not imposed for Class 529B shares due to the sales charge limitations contained in Financial Industry Regulatory Authority (“FINRA”) Rule 2341.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2020, were as follows:

 

     Amount  
Class A      $67,106  
Class B      60,652  
Class C      60,244  
Class 529B       
Class 529C      462  

 

34


Notes to Financial Statements – continued

 

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and 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. Program manager fees for the year ended August 31, 2020, were as follows:

 

     Fee  
Class 529A      $13,784  
Class 529B      290  
Class 529C      2,407  
Total Program Manager Fees      $16,481  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2020, the fee was $1,048,699, which equated to 0.0022% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $35,141,904.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2020 was equivalent to an annual effective rate of 0.0012% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

 

35


Notes to Financial Statements – continued

 

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended August 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $15,058,760 and $24,996,385, respectively. The sales transactions resulted in net realized gains (losses) of $9,568,045.

The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended August 31, 2020, this reimbursement amounted to $1,143,818, which is included in “Other” income in the Statement of Operations.

(4) Portfolio Securities

For the year ended August 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $8,212,948,175 and $7,343,489,399, respectively.

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     32,179,921        $1,285,103,620        24,411,847        $961,411,776  

Class B

     22,510        897,563        109,994        4,271,448  

Class C

     2,799,389        112,466,888        2,602,286        100,772,015  

Class I

     159,003,585        6,274,452,177        101,624,206        4,014,273,147  

Class R1

     104,875        4,045,352        105,084        4,054,356  

Class R2

     1,481,392        57,589,080        1,393,443        54,090,884  

Class R3

     11,752,487        470,050,248        8,683,642        336,653,144  

Class R4

     12,531,598        505,219,277        10,512,327        416,155,664  

Class R6

     101,124,110        4,019,606,531        74,625,324        2,951,676,391  

Class 529A

     114,245        4,545,442        100,457        3,921,061  

Class 529B

     560        23,732        954        37,532  

Class 529C

     21,415        869,914        20,871        805,355  
     321,136,087        $12,734,869,824        224,190,435        $8,848,122,773  

 

36


Notes to Financial Statements – continued

 

     Year ended
8/31/20
     Year ended
8/31/19
 
     Shares      Amount      Shares      Amount  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     3,739,811        $154,518,285        4,662,710        $173,102,129  

Class B

     35,655        1,507,926        64,869        2,361,216  

Class C

     322,796        13,469,315        522,160        18,897,156  

Class I

     12,287,552        507,551,608        14,708,512        550,689,358  

Class R1

     10,639        439,617        16,758        603,573  

Class R2

     254,474        10,485,129        389,696        14,250,967  

Class R3

     1,483,875        61,141,312        1,897,634        70,152,285  

Class R4

     1,995,590        82,542,335        2,733,062        101,624,334  

Class R6

     10,977,082        449,913,313        12,268,131        457,296,101  

Class 529A

     19,707        806,333        23,109        851,636  

Class 529B

     401        16,333        675        24,362  

Class 529C

     2,664        109,768        3,642        130,422  
     31,130,246        $1,282,501,274        37,290,958        $1,389,983,539  
Shares reacquired            

Class A

     (37,330,996      $(1,477,906,301      (36,282,831      $(1,436,501,478

Class B

     (761,072      (30,351,253      (859,557      (33,877,544

Class C

     (8,769,204      (346,449,467      (7,585,556      (295,149,445

Class I

     (148,362,399      (5,916,833,396      (138,135,941      (5,477,840,045

Class R1

     (187,211      (7,418,840      (202,277      (7,851,973

Class R2

     (3,632,966      (145,985,614      (4,707,159      (184,847,134

Class R3

     (14,697,138      (591,558,514      (15,196,245      (597,739,263

Class R4

     (28,864,156      (1,183,319,732      (21,071,772      (822,107,531

Class R6

     (77,068,491      (3,114,431,826      (72,236,188      (2,862,769,021

Class 529A

     (111,934      (4,441,918      (88,534      (3,526,656

Class 529B

     (6,068      (244,380      (5,685      (222,222

Class 529C

     (39,904      (1,538,170      (35,246      (1,343,529
     (319,831,539      $(12,820,479,411      (296,406,991      $(11,723,775,841
Net change            

Class A

     (1,411,264      $(38,284,396      (7,208,274      $(301,987,573

Class B

     (702,907      (27,945,764      (684,694      (27,244,880

Class C

     (5,647,019      (220,513,264      (4,461,110      (175,480,274

Class I

     22,928,738        865,170,389        (21,803,223      (912,877,540

Class R1

     (71,697      (2,933,871      (80,435      (3,194,044

Class R2

     (1,897,100      (77,911,405      (2,924,020      (116,505,283

Class R3

     (1,460,776      (60,366,954      (4,614,969      (190,933,834

Class R4

     (14,336,968      (595,558,120      (7,826,383      (304,327,533

Class R6

     35,032,701        1,355,088,018        14,657,267        546,203,471  

Class 529A

     22,018        909,857        35,032        1,246,041  

Class 529B

     (5,107      (204,315      (4,056      (160,328

Class 529C

     (15,825      (558,488      (10,733      (407,752
     32,434,794        $1,196,891,687        (34,925,598      $(1,485,669,529

Class T shares were not publicly available for sale during the period. Please see the fund’s prospectus for details.

 

37


Notes to Financial Statements – continued

 

Effective June 1, 2019, purchases of the fund’s Class B and Class 529B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Growth Allocation Fund was the owner of record of approximately 1% of the value of outstanding voting shares of the fund. In addition, the MFS Aggressive Growth Allocation Fund, the MFS Conservative Allocation Fund, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, the MFS Lifetime 2055 Fund, the MFS Lifetime 2060 Fund, the MFS Lifetime Income Fund, the MFS Managed Wealth Fund, and the MFS Moderate Allocation Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended August 31, 2020, the fund’s commitment fee and interest expense were $242,518 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $453,132,119       $5,022,487,433       $4,787,065,897       $(115,246     $(43,676     $688,394,733  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

      $5,993,781       $—  

 

38


Notes to Financial Statements – continued

 

(8) Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and 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. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

(9) Subsequent Event

On October 2, 2020, the fund announced that effective December 21, 2020, the time period will be shortened for the automatic conversion of Class C and Class 529C shares to Class A and Class 529A shares, respectively, of the same fund, from approximately ten years to approximately eight years after purchase. On or about December 21, 2020 any Class C and Class 529C shares that have an original purchase date of December 31, 2012 or earlier will automatically convert to Class A or Class 529A shares, respectively, of the same fund. Please see the fund’s prospectus for details.

On October 12, 2020, the fund recorded redemption proceeds for a distribution in-kind of portfolio securities and cash that were valued at $78,123,652. The redeeming shareholder generally receives a pro rata share of the securities held by the fund. The distribution of such securities generated a realized gain of $42,246,369 for the fund.

 

39


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS Value Fund and the Board of Trustees of MFS Series Trust I

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Value Fund (the “Fund”) (one of the funds constituting MFS Series Trust I (the “Trust”)), including the portfolio of investments, as of August 31, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting MFS Series Trust I) at August 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian and others. Our audits also included evaluating the

 

40


Report of Independent Registered Public Accounting Firm – continued

 

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more MFS investment companies since 1993.

Boston, Massachusetts

October 19, 2020

 

41


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 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.

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of

MFS Funds

overseen

by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k) (age 56)   Trustee   February 2004   133   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)   N/A

Robin A. Stelmach (k)

(age 59)

  Trustee   January 2014   133  

Massachusetts Financial

Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)

  N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 65)

  Trustee and Chair of Trustees   January 2009   133   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   133   Private investor; Financial Accounting Standards Advisory Council, Chairman (2014-2015)   N/A

 

42


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

John A. Caroselli

(age 66)

  Trustee   March 2017   133   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   133   Private investor   N/A

Peter D. Jones

(age 65)

  Trustee   January 2019   133   Private investor; Franklin Templeton Institutional, LLC (investment management), Chairman (since June 30, 2020); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

43


Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal

Occupations

During the Past

Five Years

 

Other

Directorships

During the Past

Five Years (j)

James W. Kilman, Jr.

(age 59)

  Trustee   January 2019   133   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.

(age 64)

  Trustee   March 2017   133   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   133   Private investor   N/A

Laurie J. Thomsen

(age 63)

  Trustee   March 2005   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

44


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

OFFICERS        

Christopher R. Bohane (k)

(age 46)

  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   133   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   133   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   133   Massachusetts Financial Services Company, Senior Vice President

 

45


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   133   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 (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel

Susan A. Pereira (k)

(age 49)

  Assistant
Secretary and Assistant Clerk
  July 2005   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 49)

  Assistant Treasurer   September 2012   133   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 45)

  Assistant Secretary and Assistant Clerk   October 2014   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

 

46


Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal

Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015)

James O. Yost (k)

(age 60)

  Treasurer   September 1990   133   Massachusetts Financial Services Company, Senior Vice President

 

(h)

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.

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

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 Funds 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 Board’s 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).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

 

47


Trustees and Officers – continued

 

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser   Custodian

Massachusetts Financial Services Company
111 Huntington Avenue

Boston, MA 02199-7618

 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm

MFS Fund Distributors, Inc.
111 Huntington Avenue

Boston, MA 02199-7618

 

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Manager(s)  

Katherine Cannan

Nevin Chitkara

Steven Gorham

 

 

48


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Value Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the

 

49


Board Review of Investment Advisory Agreement – continued

 

Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile for the one-year period and the 2nd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the ten-, five-, three- and one-year periods ended December 31, 2019.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee

 

50


Board Review of Investment Advisory Agreement – continued

 

and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $7.5 billion, $10 billion, $20 billion, $25 billion, $30 billion, $35 billion, $40 billion, $45 billion, $50 billion, and $60 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life

 

51


Board Review of Investment Advisory Agreement – continued

 

Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

52


STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

The fund has adopted and implemented a liquidity risk management program (the “Program”) as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The fund’s Board of Trustees (the “Board”) has designated MFS as the administrator of the Program. The Program is reasonably designed to assess and manage the liquidity risk of the fund. Liquidity risk is the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests.

MFS provided a written report to the Board for consideration at its April 2020 meeting that addressed the operation of the Program and provided an assessment of the adequacy and effectiveness of the Program during the period from the adoption of the Program on December 1, 2018 to December 31, 2019 (the “Covered Period”). The report concluded that during the Covered Period the Program had operated effectively and had adequately and effectively been implemented to assess and manage the fund’s liquidity risk. MFS also reported that there were no liquidity events that impacted the fund or its ability to timely meet redemptions without dilution to existing shareholders during the Covered Period.

There can be no assurance that the Program will achieve its objectives in the future. Further information on liquidity risk, and other principal risks to which an investment in the fund may be subject, can be found in the prospectus.

 

53


PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders 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.

Under the Trust’s 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.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2020 income tax forms in January 2021. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates the maximum amount allowable as qualified dividend income eligible to be taxed at the same rate as long-term capital gain.

The fund designates $783,481,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 100% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

The fund designates the maximum amount allowable as Section 199A dividends as defined in Proposed Treasury Regulation §1.199A-3(d).

 

54


rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

55


Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

56


LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 219341

Kansas City, MO 64121-9341

OVERNIGHT MAIL

MFS Service Center, Inc.

Suite 219341

430 W 7th Street

Kansas City, MO 64105-1407

 


ITEM 2.

CODE OF ETHICS.

The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is attached hereto as EX-99.COE.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller, James Kilman, and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. Buller, Kilman, and Otis and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants to certain series of the Registrant and Ernst & Young LLP (“E&Y”) to serve in the same capacity to certain other series of the Registrant (each a “Fund” and collectively the “Funds”). The tables below set forth the audit fees billed to each Fund as well as fees for non-audit services provided to each Fund and/or to each Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Funds (“MFS Related Entities”).

For the fiscal years ended August 31, 2020 and 2019, audit fees billed to each Fund by Deloitte and E&Y were as follows:

 

     Audit Fees  
     2020      2019  

Fees Billed by Deloitte

     

MFS Low Volatility Global Equity Fund

     48,229        47,436  

MFS U.S. Government Cash Reserve Fund

     35,006        34,434  
  

 

 

    

 

 

 

Total

     83,235        81,870  


     Audit Fees  
     2020      2019  

Fees Billed by E&Y

     

MFS Core Equity Fund

     48,651        47,851  

MFS Low Volatility Equity Fund

     42,116        41,425  

MFS New Discovery Fund

     47,101        46,328  

MFS Research International Fund

     51,868        51,014  

MFS Technology Fund

     48,651        47,851  

MFS Value Fund

     48,788        47,986  
  

 

 

    

 

 

 

Total

     287,175        282,455  

For the fiscal years ended August 31, 2020 and 2019, fees billed by Deloitte and E&Y for audit-related, tax and other services provided to each Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2020      2019      2020      2019      2020      2019  

Fees Billed by Deloitte

                 

To MFS Low Volatility Global Equity Fund

     0        0        7,097        6,978        0        0  

To MFS U.S. Government Cash Reserve Fund

     0        0        3,434        3,377        0        0  

Total fees billed by Deloitte To above Funds

     0        0        10,531        10,355        0        0  
     Audit-Related Fees1      Tax Fees2      All Other Fees3  
     2020      2019      2020      2019      2020      2019  

Fees Billed by Deloitte

                 

To MFS and MFS Related Entities of MFS Low Volatility Global Equity Fund*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS U.S. Government Cash Reserve Fund*

     0        0        0        0        5,390        3,790  

 

     Aggregate Fees for Non-audit
Services
 
     2020      2019  

Fees Billed by Deloitte

     

To MFS Low Volatility Global Equity Fund, MFS and MFS Related Entities#

     906,237        10,768  

To MFS U.S. Government Cash Reserve Fund, MFS and MFS Related Entities#

     902,574        7,167  

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees4  
     2020      2019      2020      2019      2020      2019  

Fees Billed by E&Y

                 

To MFS Core Equity Fund

     0        2,500        9,316        9,176        1,715        1,543  

To MFS Low Volatility Equity Fund

     0        0        9,275        9,136        1,075        1,027  

To MFS New Discovery Fund

     0        0        9,316        9,176        1,374        1,332  

To MFS Research International Fund

     0        0        9,789        9,642        3,333        3,211  

To MFS Technology Fund

     0        0        9,316        9,176        1,335        1,289  

To MFS Value Fund

     0        0        9,316        9,176        13,698        13,758  

Total fees billed by E&Y To above Funds

     0        2,500        56,328        55,482        22,530        22,160  


     Audit-Related Fees1      Tax Fees2      All Other Fees4  
     2020      2019      2020      2019      2020      2019  

Fees Billed by E&Y

                 

To MFS and MFS Related Entities of MFS Core Equity Fund*

     1,785,828        1,679,277        0        0        104,750        104,750  

To MFS and MFS Related Entities of Low Volatility Equity Fund*

     1,785,828        1,679,277        0        0        104,750        104,750  

To MFS and MFS Related Entities of MFS New Discovery Fund*

     1,785,828        1,679,277        0        0        104,750        104,750  

To MFS and MFS Related Entities of MFS Research International Fund*

     1,785,828        1,679,277        0        0        104,750        104,750  

To MFS and MFS Related Entities of MFS Technology Fund*

     1,785,828        1,679,277        0        0        104,750        104,750  

To MFS and MFS Related Entities of MFS Value Fund*

     1,785,828        1,679,277        0        0        104,750        104,750  


     Aggregate Fees for Non-audit
Services
 
     2020      2019  

Fees Billed by E&Y

     

To MFS Core Equity Fund, MFS and MFS Related Entities#

     2,080,609        1,984,446  

To Low Volatility Equity Fund, MFS and MFS Related Entities#

     2,079,928        1,981,390  

To MFS New Discovery Fund, MFS and MFS Related Entities#

     2,080,268        1,981,735  

To MFS Research International Fund, MFS and MFS Related Entities#

     2,082,700        1,984,080  

To MFS Technology Fund, MFS and MFS Related Entities#

     2,080,229        1,981,692  

To MFS Value Fund, MFS and MFS Related Entities#

     2,092,592        1,994,161  

 

*  

This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Funds (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

#

This amount reflects the aggregate fees billed by Deloitte or E&Y for non-audit services rendered to the Funds and for non-audit services rendered to MFS and the MFS Related Entities.

1 

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under ‘‘Audit Fees,’’ including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

2 

The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

3 

The fees included under “All Other Fees” are fees for products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”.

4 

The fees included under “All Other Fees” are fees for products and services provided by E&Y other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to review of internal controls and review of Rule 38a-1 compliance program.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Fund and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 in each period between regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.


Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f): Not applicable.

Item 4(h): The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

 

ITEM 6.

INVESTMENTS

A schedule of investments of the Registrant is included as part of the report to shareholders of such series under Item 1 of this Form N-CSR.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.


ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

(a)

Based upon their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this report on Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

(b)

There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 13.

EXHIBITS.

 

(a)   (1)

Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE.

 

  (2)

A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT.

 

  (3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

 

  (4)

Change in the registrant’s independent public accountant. Not applicable.


(b)

If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT.


Notice

A copy of the Amended and Restated Declaration of Trust, as amended, of the Registrant is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is 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 instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) MFS SERIES TRUST I

 

By (Signature and Title)*    /S/ DAVID L. DILORENZO
  David L. DiLorenzo, President

Date: October 19, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*    /S/ DAVID L. DILORENZO
  David L. DiLorenzo, President (Principal Executive Officer)

Date: October 19, 2020

 

By (Signature and Title)*    /S/ JAMES O. YOST
 

James O. Yost, Treasurer

(Principal Financial Officer

and Accounting Officer)

Date: October 19, 2020

 

*

Print name and title of each signing officer under his or her signature.

 

EX-99.COE

 

LOGO

Code of Ethics for Principal Executive and Principal Financial Officers

Effective February 13, 2018

 

I.

Policy Purpose and Summary

Section 406 of the Sarbanes-Oxley Act requires that each MFS Fund registered under the Investment Company Act of 1940 disclose whether or not it has adopted a code of ethics for senior financial officers, applicable to its principal financial officer and principal accounting officer.

 

II.

Overview

 

  A.

Covered Officers/Purpose of the Code

This code of ethics (this “Code”) has been adopted by the funds (collectively, “Funds” and each, “Fund”) under supervision of the MFS Funds Board (the “Board”) and applies to the Funds’ Principal Executive Officer and Principal Financial Officer (the “Covered Officers” each of whom is set forth in Exhibit A) for the purpose of promoting:

 

   

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

   

full, fair, accurate, timely and understandable disclosure in reports and documents that the Funds file with, or submit to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Funds;

 

   

compliance by the Funds with applicable laws and governmental rules and regulations;

 

   

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

   

accountability for adherence to the Code.

 

  B.

Conduct Guidelines

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. In addition, each Covered Officer should not place his or her personal interests ahead of the Funds’ interests and should endeavor to act honestly and ethically. In furtherance of the foregoing, each Covered Officer must:

 

   

not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting for any Fund whereby the Covered Officer would benefit personally to the detriment of the Fund; and


   

not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund.

The following activities, which could create the appearance of a conflict of interest, are permitted only with the approval of the Funds’ Chief Legal Officer (“CLO”):

 

   

service as a director on the board of any “for profit” company other than the board of the Funds’ investment adviser or its subsidiaries or board of a pooled investment vehicle sponsored by the Funds’ investment adviser or its subsidiaries;

 

   

running for political office;

 

   

the receipt of any Fund business-related gift or any entertainment from any company with which a Fund has current or prospective business dealings unless such gift or entertainment is permitted by the gifts and entertainment policy of the Funds’ investment adviser;

 

   

any material ownership interest in, or any consulting or employment relationship with, any Fund service providers (e.g., custodian banks, audit firms), other than the Funds’ investment adviser, principal underwriter, administrator or any affiliated person thereof;

 

   

a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares, other than an interest arising from the Covered Officer’s employment or securities ownership.

 

  C.

Disclosure and Compliance

 

   

Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Funds;

 

   

each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside the Fund, including to the Fund’s trustees and auditors, and to governmental regulators and self-regulatory organizations;

 

   

each Covered Officer should, to the extent appropriate within his or her area of Fund responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and

 

   

it is the responsibility of each Covered Officer to promote compliance within his or her area of Fund responsibility with the standards and restrictions imposed by applicable laws, rules and regulations.


  D.

Reporting and Accountability

Each Covered Officer must:

 

   

upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he or she has received, read, and understands the Code;

 

   

annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;

 

   

annually report to the CLO affiliations and relationships which are or may raise the appearance of a conflict of interest with the Covered Officer’s duties to the Funds, as identified in the annual Trustee and Officer Questionnaire;

 

   

not retaliate against any other Covered Officer or any officer or employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and

 

   

notify the CLO promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The CLO is responsible for applying this Code to specific situations in which questions are presented under it, granting waivers upon consultation with the Board or its designee, investigating violations, and has the authority to interpret this Code in any particular situation. The CLO will report requests for waivers to the Board (or a designee thereof) promptly upon receipt of a waiver request and will periodically report to the Board any approvals granted since the last report.

The CLO will take all appropriate action to investigate any potential violations reported to him or her and to report any violations to the Board. If the Board concurs that a violation has occurred, it will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer.

Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

  E.

Confidentiality

All reports and records prepared or maintained pursuant to this Code and under the direction of the CLO will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Funds’ Board, its counsel, counsel to the Board’s independent trustees and senior management and the board of directors of the Fund’s investment adviser and its counsel.


  F.

Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion.

 

III.

Supervision

The Board of Trustees of the Funds, including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Funds, shall review no less frequently than annually, a report from the CLO regarding the affirmations of the principal executive officer and the principal financial officer as to compliance with this Code.

 

IV.

Interpretation and Escalation

Breaches of the Code are reviewed by the CLO and communicated to the Board of Trustees of the affected Fund(s). Interpretations of this Policy shall be made from time to time by the CLO, as needed, and questions regarding the application of this Policy to a specific set of facts are escalated to the CLO.

 

V.

Authority

Section 406 of the Sarbanes-Oxley Act.

 

VI.

Monitoring

Adherence to this policy is monitored by the CLO.

 

VII.

Related Policies

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and their investment adviser’s codes of ethics under Rule 17j-1 under the Investment Company Act and any other codes or policies or procedures adopted by the Funds or their investment adviser or other service providers are separate requirements and are not part of this Code.

 

VIII.

Amendment

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent trustees.

 

IX.

Recordkeeping

All required books, records and other documentation shall be retained in accordance with MFS’ related record retention policy.

Additional procedures may need to be implemented by departments to properly comply with this policy.


Exhibit A

As of January 1, 2017

Persons Covered by this Code of Ethics

Funds’ Principal Executive Officer: David L. DiLorenzo

Funds’ Principal Financial Officer: James O. Yost

EX-99.302CERT

MFS SERIES TRUST I

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, James O. Yost, certify that:

 

1.

I have reviewed this report on Form N-CSR of MFS Series Trust I;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 19, 2020     /S/ JAMES O. YOST
    James O. Yost
    Treasurer (Principal Financial Officer and
Accounting Officer)


EX-99.302CERT

MFS SERIES TRUST I

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, David L. DiLorenzo, certify that:

 

1.

I have reviewed this report on Form N-CSR of MFS Series Trust I;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 19, 2020     /S/ DAVID L. DILORENZO
    David L. DiLorenzo
    President (Principal Executive Officer)

EX-99.906CERT

MFS SERIES TRUST I

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

I, James O. Yost, certify that, to my knowledge:

 

1.

The Form N-CSR (the “Report”) of MFS Series Trust I (the “Registrant”) fully complies for the period covered by the Report with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: October 19, 2020     /S/ JAMES O. YOST
    James O. Yost
    Treasurer (Principal Financial Officer and
Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.


EX-99.906CERT

MFS SERIES TRUST I

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

I, David L. DiLorenzo, certify that, to my knowledge:

 

1.

The Form N-CSR (the “Report”) of MFS Series Trust I (the “Registrant”) fully complies for the period covered by the Report with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: October 19, 2020     /S/ DAVID L. DILORENZO
    David L. DiLorenzo
    President (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.