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 811-02031

MFS SERIES TRUST V

(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: September 30

Date of reporting period: September 30, 2020


ITEM 1.

REPORTS TO STOCKHOLDERS.


Annual Report

September 30, 2020

 

LOGO

 

MFS® International 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.

 

MIO-ANN

 


MFS® International New Discovery Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Expense table     10  
Portfolio of investments     13  
Statement of assets and liabilities     26  
Statement of operations     28  
Statements of changes in net assets     29  
Financial highlights     30  
Notes to financial statements     37  
Report of independent registered public accounting firm     50  
Trustees and officers     52  
Board review of investment advisory agreement     59  
Statement regarding liquidity risk management program     63  
Proxy voting policies and information     64  
Quarterly portfolio disclosure     64  
Further information     64  
Information about fund contracts and legal claims     64  
Federal tax information     64  
MFS® privacy notice     65  
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, as did the phased reopening of U.S. states. However, significant uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when another wave of infections is underway. In the United States, political uncertainty eased after former Vice President Joe Biden was projected as the winner of the presidential election. Since the pandemic caused many jurisdictions to adopt mail-in voting for the first time, the counting of ballots has been slower than normal this cycle. Republicans appear likely to retain control of the Senate, though whether they do will not be known until a

pair of early January runoff elections takes place in Georgia.

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 U.S. 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

November 13, 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

 

OBIC Co. Ltd.     2.7%  
LEG Immobilien AG     1.8%  
Croda International PLC     1.8%  
Symrise AG     1.7%  
Cellnex Telecom S.A.     1.6%  
Just Eat Takeaway.com N.V.     1.4%  
SG Holdings Co. Ltd.     1.3%  
Nomura Research Institute Ltd.     1.0%  
CTS Eventim AG     0.9%  
GEA Group AG     0.8%  
GICS equity sectors (g)

 

Industrials     18.9%  
Information Technology     13.8%  
Consumer Discretionary     13.3%  
Materials     12.1%  
Consumer Staples     11.0%  
Health Care     8.3%  
Financials     7.6%  
Communication Services     6.7%  
Real Estate     4.7%  
Utilities     1.6%  
Energy     1.3%  
Issuer country weightings (x)

 

Japan     31.1%  
United Kingdom     12.9%  
Germany     8.5%  
Australia     4.2%  
Netherlands     3.2%  
India     3.0%  
Switzerland     3.0%  
Hong Kong     2.9%  
France     2.8%  
Other Countries     28.4%  
Currency exposure weightings (y)

 

Japanese Yen     31.1%  
Euro     21.3%  
British Pound Sterling     13.8%  
Australian Dollar     4.2%  
Hong Kong Dollar     4.1%  
Swiss Franc     3.0%  
Indian Rupee     2.8%  
Brazilian Real     2.2%  
Taiwan Dollar     2.0%  
Other Currencies     15.5%  
 

 

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 September 30, 2020.

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

 

3


MANAGEMENT REVIEW

Summary of Results

For the twelve months ended September 30, 2020, Class A shares of the MFS International New Discovery Fund (fund) provided a total return of 6.80%, at net asset value. This compares with a return of 4.87% for the fund’s benchmark, the MSCI All Country World (ex-US) Small Mid Cap 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.

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 a longer period. 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.

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.

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, while some firms have been forced to recapitalize.

Contributors to Performance

Stock selection in the industrials sector was a key contributor to the fund’s performance relative to the MSCI All Country World (ex-US) Small Mid Cap Index, led

 

4


Management Review – continued

 

by an overweight position in logistics company SG Holdings (Japan). The stock price of SG Holdings appreciated as the company reported strong financial results and its management provided favorable full-year operating profit guidance.

An underweight position and stock selection in the real estate sector also supported relative results. Within this sector, the fund’s overweight position in real estate company LEG Immobilien (Germany) helped relative results as the stock outperformed the benchmark.

Although there were no individual securities within the energy sector that were among the fund’s top relative contributors, an underweight position and, to a lesser extent, stock selection within this sector benefited relative returns.

Stock selection in the communication services sector also aided relative performance, driven by the fund’s overweight position in strong-performing telecommunications services provider Cellnex Telecom (Spain).

Elsewhere, the fund’s overweight positions in system services provider OBIC (Japan), global flavors and fragrances supplier Symrise (Germany), specialty chemical products maker Croda International (United Kingdom) and food delivery website operator Just Eat Takeaway (Netherlands) contributed to relative returns. The stock price of OBIC advanced as the company delivered solid operating profit results, primarily driven by strong performance in its cloud solutions segment. Management also raised its full-year dividend, which further supported the stock. Additionally, the timing of the fund’s ownership in shares of construction firm Sika (Switzerland), online betting and gaming operator Flutter Entertainment (United Kingdom) and business system services company Nomura Research Institute (Japan) further supported relative performance.

Detractors from Performance

Stock selection and, to a lesser extent, an underweight position in the health care sector detracted from relative performance. There were no individual securities within this sector that were among the fund’s top relative detractors for the reporting period.

Stock selection in the information technology sector also weakened relative returns, led by the fund’s holdings of tourism and travel IT solutions provider Amadeus IT (b) (Spain). The stock price of Amadeus IT declined amidst concerns regarding the adverse impact that the COVID-19 virus may have on the firm’s revenues, which are primarily driven by travel.

An overweight position and stock selection in the consumer discretionary sector hindered relative performance. Here, the fund’s holdings of food catering company Compass Group (b) (United Kingdom) held back relative returns. The stock price of Compass Group declined as the acceleration of containment measures related to the COVID-19 outbreak resulted in cancellations and closures of many venues and events, which severely affected the company’s volumes. Additionally, an overweight position in bakery retailer Greggs (United Kingdom) detracted from relative returns.

Stocks in other sectors that negatively affected relative performance included the fund’s overweight positions in insurance company Hiscox (United Kingdom), commercial bank Federal Bank (h) (India), plastic and fiber products supplier Essentra (United Kingdom), ticketing and live entertainment company CTS Eventim (Germany), supermarkets and convenient stores operator Dairy Farm International Holdings

 

5


Management Review – continued

 

(Hong Kong) and financial services provider AEON Financial Service (Japan). Not holding shares of wind power systems manufacturer Vestas Wind Systems (Denmark) also weakened relative returns.

Respectfully,

Portfolio Manager(s)

David Antonelli, Peter Fruzzetti, Jose Luis Garcia, Robert Lau, and Sandeep Mehta

Note to Shareholders: Effective March 1, 2020, Sandeep Mehta was added as a Portfolio Manager of the Fund. Effective April 15, 2021, David Antonelli 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.

 

6


PERFORMANCE SUMMARY THROUGH 9/30/20

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 9/30/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    10/09/97   6.80%   8.03%   7.44%   N/A    
    B    10/02/00   6.00%   7.22%   6.64%   N/A    
    C    10/02/00   6.01%   7.22%   6.64%   N/A    
    I    10/09/97   7.09%   8.30%   7.71%   N/A    
    R1    4/01/05   6.03%   7.22%   6.64%   N/A    
    R2    10/31/03   6.54%   7.76%   7.17%   N/A    
    R3    4/01/05   6.82%   8.03%   7.44%   N/A    
    R4    4/01/05   7.07%   8.30%   7.71%   N/A    
    R6    6/01/12   7.20%   8.43%   N/A   8.90%    
    529A    7/31/02   6.81%   8.02%   7.42%   N/A    
    529B    7/31/02   6.75%   7.75%   6.88%   N/A    
    529C    7/31/02   5.96%   7.18%   6.59%   N/A    
Comparative benchmark(s)                    
     MSCI All Country World (ex-US) Small Mid Cap Index
(net div) (f)
  4.87%   6.40%   4.85%   N/A     
Average annual with sales charge                    
    A
With Initial Sales Charge (5.75%)
  0.66%   6.76%   6.81%   N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  2.00%   6.92%   6.64%   N/A    
    C
With CDSC (1% for 12 months) (v)
  5.01%   7.22%   6.64%   N/A    
    529A
With Initial Sales Charge (5.75%)
  0.67%   6.75%   6.79%   N/A    
    529B
With CDSC (Declining over six years from 4% to 0%) (v)
  2.75%   7.45%   6.88%   N/A    
    529C
With CDSC (1% for 12 months) (v)
  4.96%   7.18%   6.59%   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.

 

8


Performance Summary – continued

 

Benchmark Definition(s)

MSCI All Country World (ex-US) Small Mid Cap Index (net div) – a free float weighted index that is designed to measure equity market performance of small and mid cap companies across global developed and emerging market countries, excluding the United States. 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. 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.

 

9


EXPENSE TABLE

Fund expenses borne by the shareholders during the period, April 1, 2020 through September 30, 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 April 1, 2020 through September 30, 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
4/01/20
    Ending
Account Value
9/30/20
    Expenses
Paid During
Period (p)
4/01/20-9/30/20
 
A   Actual     1.29%       $1,000.00       $1,301.34       $7.42  
  Hypothetical (h)     1.29%       $1,000.00       $1,018.55       $6.51  
B   Actual     2.04%       $1,000.00       $1,296.36       $11.71  
  Hypothetical (h)     2.04%       $1,000.00       $1,014.80       $10.28  
C   Actual     2.04%       $1,000.00       $1,296.52       $11.71  
  Hypothetical (h)     2.04%       $1,000.00       $1,014.80       $10.28  
I   Actual     1.04%       $1,000.00       $1,302.94       $5.99  
  Hypothetical (h)     1.04%       $1,000.00       $1,019.80       $5.25  
R1   Actual     2.04%       $1,000.00       $1,296.71       $11.71  
  Hypothetical (h)     2.04%       $1,000.00       $1,014.80       $10.28  
R2   Actual     1.54%       $1,000.00       $1,299.76       $8.85  
  Hypothetical (h)     1.54%       $1,000.00       $1,017.30       $7.77  
R3   Actual     1.29%       $1,000.00       $1,301.16       $7.42  
  Hypothetical (h)     1.29%       $1,000.00       $1,018.55       $6.51  
R4   Actual     1.04%       $1,000.00       $1,303.08       $5.99  
  Hypothetical (h)     1.04%       $1,000.00       $1,019.80       $5.25  
R6   Actual     0.91%       $1,000.00       $1,303.83       $5.24  
  Hypothetical (h)     0.91%       $1,000.00       $1,020.45       $4.60  
529A   Actual     1.30%       $1,000.00       $1,301.13       $7.48  
  Hypothetical (h)     1.30%       $1,000.00       $1,018.50       $6.56  
529B   Actual     1.34%       $1,000.00       $1,301.36       $7.71  
  Hypothetical (h)     1.34%       $1,000.00       $1,018.30       $6.76  
529C   Actual     2.09%       $1,000.00       $1,296.39       $12.00  
  Hypothetical (h)     2.09%       $1,000.00       $1,014.55       $10.53  

 

(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 183/366 (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 April 1, 2020 through September 30, 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 the hypothetical expenses paid during the period would have been approximately 2.09%, $12.02, and $10.53 for Class 529B. See Note 3 in the Notes to Financial Statements for additional information.

 

11


Expense Table – continued

 

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 0.04%. See Note 3 in the Notes to Financial Statements for additional information.

 

12


PORTFOLIO OF INVESTMENTS

9/30/20

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 - 99.0%               
Aerospace - 1.2%               
LISI Group (a)      623,118     $ 12,390,547  
Meggitt PLC      873,322       2,901,744  
MTU Aero Engines Holding AG      86,058       14,327,616  
Saab AB, “B” (a)      676,839       19,900,493  
Singapore Technologies Engineering Ltd.      12,378,800       31,547,082  
    

 

 

 
             $ 81,067,482  
Airlines - 0.6%               
Auckland International Airport Ltd.      2,773,766     $ 13,439,477  
Enav S.p.A.      4,662,291       17,672,541  
Grupo Aeroportuario del Pacifico S.A.B. de C.V.      598,741       4,806,121  
Grupo Aeroportuario del Sureste S.A.B. de C.V., ADR (a)      45,460       5,274,724  
    

 

 

 
             $ 41,192,863  
Alcoholic Beverages - 0.7%               
Carlsberg Group      132,479     $ 17,838,312  
China Resources Beer Holdings Co. Ltd.      1,800,000       11,041,658  
Compania Cervecerias Unidas S.A., ADR      435,271       5,645,465  
Davide Campari-Milano N.V.      1,385,151       15,134,245  
    

 

 

 
             $ 49,659,680  
Apparel Manufacturers - 0.5%               
Burberry Group PLC      574,654     $ 11,522,984  
Coats Group PLC      6,528,849       4,709,296  
Pacific Textiles Holdings Ltd.      38,809,000       18,027,290  
    

 

 

 
             $ 34,259,570  
Automotive - 3.7%               
Autoliv, Inc., SDR      72,648     $ 5,325,628  
Cie Plastic Omnium S.A.      466,241       12,262,420  
Daikyonishikawa Corp.      332,421       1,769,174  
Hella KGaA Hueck & Co.      179,500       9,053,764  
Hero MotoCorp Ltd.      883,260       37,822,099  
Koito Manufacturing Co. Ltd.      645,800       32,923,080  
Mahindra & Mahindra Ltd.      3,925,268       32,523,522  
NGK Spark Plug Co. Ltd      837,800       14,615,939  
PT United Tractors Tbk      23,996,500       36,768,831  
Stanley Electric Co. Ltd.      871,131       24,998,076  
USS Co. Ltd.      2,280,200       40,787,677  
    

 

 

 
             $ 248,850,210  

 

13


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Biotechnology - 0.1%               
Abcam PLC      495,341     $ 7,823,358  
Broadcasting - 0.2%               
4imprint Group PLC (a)      185,750     $ 4,477,269  
Nippon Television Holdings, Inc.      767,100       8,248,032  
    

 

 

 
             $ 12,725,301  
Brokerage & Asset Managers - 2.5%               
ASX Ltd.      329,604     $ 19,305,776  
Daiwa Securities Group, Inc.      2,388,000       10,022,941  
Euronext N.V.      122,615       15,326,707  
Hargreaves Lansdown PLC      770,285       15,440,889  
Japan Exchange Group, Inc.      145,300       4,066,148  
Moscow Exchange MICEX-RTS PJSC      7,428,305       13,992,423  
Partners Group Holding AG      3,641       3,350,645  
Rathbone Brothers PLC      1,096,856       21,718,906  
Schroders PLC      815,686       28,427,518  
TMX Group Ltd.      395,197       40,643,068  
    

 

 

 
             $ 172,295,021  
Business Services - 7.2%               
AEON Delight Co. Ltd.      295,700     $ 8,187,340  
Amadeus Fire AG (a)      165,357       20,589,293  
AS ONE Corp.      179,200       25,705,485  
Auto Trader Group PLC      4,384,428       31,714,718  
Bunzl PLC      774,450       24,986,452  
Cancom SE      421,440       21,790,574  
Cerved Information Solutions S.p.A. (a)      4,672,479       33,375,739  
Compass Group PLC      1,957,631       29,386,330  
DKSH Holding Ltd.      45,850       3,198,374  
Doshisha Co. Ltd.      141,800       2,840,975  
Electrocomponents PLC      4,855,902       44,417,084  
EPS Holdings, Inc.      500,800       4,952,954  
Intertek Group PLC      495,834       40,332,158  
IPH Ltd.      6,992,338       35,931,917  
Iwatani Corp.      400,600       15,010,242  
Johnson Service Group PLC      1,680,493       1,951,582  
Karnov Group AB      1,201,680       7,245,624  
Meitec Corp.      371,900       18,953,066  
Midland IC&I Ltd. (a)      21,556,500       247,550  
Nomura Research Institute Ltd.      2,417,100       70,932,769  
Omni Bridgeway Ltd.      4,742,622       13,349,829  
SAN-AI OIL Co. Ltd.      1,906,400       18,180,375  

 

14


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Business Services - continued               
Sodexo      58,068     $ 4,135,193  
Sohgo Security Services Co. Ltd.      255,700       12,184,281  
    

 

 

 
             $ 489,599,904  
Cable TV - 0.1%               
NOS, SGPS S.A.      2,643,538     $ 9,391,231  
Chemicals - 0.8%               
IMCD Group N.V.      271,994     $ 32,400,176  
KH Neochem Co. Ltd.      300,900       7,065,346  
Orica Ltd.      1,258,415       13,944,138  
    

 

 

 
             $ 53,409,660  
Computer Software - 4.3%               
Fuji Soft, Inc.      339,500     $ 17,460,436  
OBIC Business Consultants Co. Ltd.      91,900       5,336,281  
OBIC Co. Ltd.      1,030,300       181,286,436  
Oracle Corp.      255,700       27,722,385  
PCA Corp.      131,300       5,948,002  
Sage Group PLC      806,526       7,469,371  
SCSK Corp.      335,600       18,776,010  
Totvs S.A.      1,591,000       7,677,505  
Wisetech Global Ltd.      931,680       17,517,344  
    

 

 

 
             $ 289,193,770  
Computer Software - Systems - 3.6%               
Alten S.A. (a)      296,149     $ 28,025,419  
Amadeus IT Group S.A.      1,001,368       55,571,901  
Comture Corp.      667,200       16,740,936  
EMIS Group PLC      489,193       6,564,794  
Globant S.A. (a)      57,760       10,351,747  
Linx S.A.      1,757,100       10,825,631  
NS Solutions Corp.      1,368,700       42,238,941  
SimCorp A/S      61,945       8,142,664  
Softbrain Co. Ltd.      1,328,700       10,997,660  
Temenos AG      102,669       13,827,794  
Venture Corp. Ltd.      2,727,700       38,676,004  
    

 

 

 
             $ 241,963,491  
Conglomerates - 0.9%               
Ansell Ltd.      1,061,273     $ 28,375,752  
DCC PLC      419,603       32,336,727  
    

 

 

 
             $ 60,712,479  

 

15


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Construction - 2.8%               
Bellway PLC      610,687     $ 18,464,596  
Breedon Group PLC (a)      11,503,353       10,538,780  
Forterra PLC (h)      15,323,819       34,998,369  
Grupo Cementos de Chihuahua S.A.B. de C.V.      2,221,736       10,352,326  
Ibstock PLC      4,572,917       9,205,035  
Kingspan Group PLC      88,044       8,010,430  
Marshalls PLC      879,639       7,411,826  
PT Indocement Tunggal Prakarsa Tbk      20,153,800       14,085,989  
Rinnai Corp.      89,900       8,783,068  
Somfy S.A.      110,711       15,602,334  
Techtronic Industries Co. Ltd.      3,294,000       43,314,966  
Toto Ltd.      145,700       6,685,026  
    

 

 

 
             $ 187,452,745  
Consumer Products - 2.9%               
Dabur India Ltd.      1,800,271     $ 12,490,279  
Essity AB      939,875       31,777,458  
Kobayashi Pharmaceutical Co. Ltd.      273,600       26,483,610  
Lion Corp.      1,082,500       22,262,323  
Milbon Co. Ltd.      67,992       3,631,094  
Mitsubishi Pencil Co. Ltd.      231,500       3,009,401  
PZ Cussons PLC      364,404       1,104,990  
T. Hasegawa Co. Ltd. (h)      2,666,500       53,547,491  
Takasago International Corp.      161,300       3,338,503  
Uni-Charm Corp.      883,600       39,477,772  
    

 

 

 
             $ 197,122,921  
Consumer Services - 1.8%               
51job, Inc., ADR (a)      498,506     $ 38,878,483  
Anima Holdings S.A. (a)      2,499,347       11,611,311  
Asante, Inc.      170,200       2,595,110  
Heian Ceremony Service Co.      363,967       2,826,426  
Kakaku.com, Inc.      289,200       7,645,589  
MakeMyTrip Ltd. (a)      1,069,505       16,427,597  
Moneysupermarket.com Group PLC      5,824,734       19,966,831  
Park24 Co. Ltd.      358,200       5,763,669  
Rakuten      119,300       1,288,745  
Seek Ltd.      663,791       10,154,312  
Webjet Ltd. (l)      2,591,938       7,265,750  
    

 

 

 
             $ 124,423,823  
Containers - 2.9%               
Fuji Seal International, Inc.      1,662,300     $ 32,046,157  
Gerresheimer AG      476,986       53,379,672  

 

16


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Containers - continued               
Lock & Lock Co. Ltd. (a)      1,083,923     $ 10,009,721  
Mayr-Melnhof Karton AG      133,652       23,222,983  
SIG Combibloc Group AG      2,260,888       45,387,133  
Verallia      175,016       4,657,983  
Viscofan S.A.      391,044       26,087,486  
    

 

 

 
             $ 194,791,135  
Electrical Equipment - 2.8%               
Advantech Co. Ltd.      1,855,191     $ 18,640,307  
Bharat Heavy Electricals Ltd.      14,453,222       5,786,295  
Cembre S.p.A.      542,000       10,167,487  
Halma PLC      752,408       22,677,876  
Legrand S.A.      604,998       48,299,194  
LS Electric Co. Ltd.      603,955       29,177,817  
OMRON Corp.      208,121       16,211,235  
Sagami Rubber Industries Co. Ltd.      264,700       3,747,040  
Voltronic Power Technology Corp.      982,659       33,538,061  
    

 

 

 
             $ 188,245,312  
Electronics - 2.9%               
Amano Corp.      246,720     $ 5,746,575  
ASM International N.V.      185,729       26,642,687  
ASM Pacific Technology Ltd.      2,431,200       24,850,323  
Fukui Computer Holdings, Inc.      205,100       6,005,000  
Hirose Electric Co. Ltd.      87,800       11,304,403  
Iriso Electronics Co. Ltd.      218,500       8,832,483  
JEOL Ltd.      279,000       9,714,424  
Kardex Holding AG      110,015       20,310,013  
Melexis N.V.      211,416       16,471,273  
Silicon Motion Technology Corp., ADR      488,986       18,473,891  
Toshiba Tec Corp.      209,700       8,759,340  
Tripod Technology Corp.      7,316,000       27,933,747  
Zuken, Inc.      513,300       13,803,745  
    

 

 

 
             $ 198,847,904  
Energy - Independent - 0.2%               
Oil Search Ltd.      6,729,806     $ 12,781,368  
Energy - Integrated - 0.1%               
Cairn Energy PLC (a)      2,411,454     $ 4,457,351  
Galp Energia SGPS S.A.      394,349       3,658,149  
    

 

 

 
             $ 8,115,500  

 

17


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Engineering - Construction - 0.1%               
Babcock International Group PLC      1,393,969     $ 4,480,733  
JGC Holdings Corp.      257,000       2,669,413  
    

 

 

 
             $ 7,150,146  
Entertainment - 1.4%               
CTS Eventim AG (a)      1,311,874     $ 63,493,044  
Toei Co. Ltd.      71,600       11,894,210  
Toho Co. Ltd.      420,100       17,316,249  
    

 

 

 
             $ 92,703,503  
Food & Beverages - 5.5%               
Arca Continental S.A.B. de C.V.      1,205,798     $ 5,222,589  
ARIAKE JAPAN Co. Ltd.      143,600       9,734,498  
AVI Ltd.      4,871,301       21,611,127  
Bakkafrost P/f (a)      599,801       38,679,207  
Britvic PLC      655,513       6,944,356  
Cranswick PLC      548,024       25,640,997  
Ezaki Glico Co. Ltd.      454,000       20,330,284  
Greencore Group PLC      1,183,806       1,496,974  
Gruma S.A.B. de C.V.      640,309       7,096,204  
JBS S.A.      1,558,538       5,736,388  
Kato Sangyo Co. Ltd.      459,800       16,487,879  
Kerry Group PLC      206,732       26,540,931  
Kikkoman Corp.      121,900       6,764,704  
Morinaga & Co. Ltd.      608,000       23,963,994  
Orion Corp.      259,439       29,276,697  
Ridley Corp. NPV (h)      21,241,987       12,438,203  
S Foods, Inc.      841,000       23,419,714  
Shenguan Holdings Group Ltd.      13,203,505       403,769  
Tata Consumer Products Ltd.      4,169,079       28,250,624  
Tate & Lyle PLC      439,814       3,775,103  
Tingyi (Cayman Islands) Holdings Corp.      17,074,000       30,265,523  
Universal Robina Corp.      10,155,080       28,068,909  
    

 

 

 
             $ 372,148,674  
Food & Drug Stores - 1.5%               
Cia Brasileira de Distribuicao      787,400     $ 9,778,179  
Cosmos Pharmaceutical Corp.      59,200       10,300,289  
Dairy Farm International Holdings Ltd.      6,359,109       24,070,481  
JM Holdings Co. Ltd.      253,700       6,839,818  
Matsumotokiyoshi Holdings Co. Ltd.      90,800       3,312,525  
San-A Co. Ltd.      87,700       3,867,083  
Spencer’s Retail Ltd. (a)      723,473       740,829  
Sundrug Co. Ltd.      1,136,000       42,770,100  
    

 

 

 
             $ 101,679,304  

 

18


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Forest & Paper Products - 0.3%               
Suzano S.A. (a)      1,227,100     $ 9,952,885  
Valmet Oyj      516,500       12,795,703  
    

 

 

 
             $ 22,748,588  
Furniture & Appliances - 1.0%               
Howden Joinery Group PLC      3,428,652     $ 25,939,737  
Hunter Douglas N.V. (a)      270,682       15,772,847  
SEB S.A.      147,349       23,996,272  
Zojirushi Corp.      263,900       4,372,448  
    

 

 

 
             $ 70,081,304  
Gaming & Lodging - 1.4%               
Flutter Entertainment PLC      323,765     $ 50,989,795  
Genting Berhad      9,135,100       7,017,166  
Shangri-La Asia Ltd.      29,944,000       24,603,624  
Tabcorp Holdings Ltd.      5,767,252       13,840,660  
    

 

 

 
             $ 96,451,245  
General Merchandise - 1.0%               
B&M European Value Retail S.A.      986,148     $ 6,274,707  
Dollarama, Inc.      945,218       36,231,405  
Lojas Renner S.A.      1,492,010       10,534,054  
Magazine Luiza S.A.      479,600       7,617,714  
Seria Co. Ltd.      183,200       7,805,939  
    

 

 

 
             $ 68,463,819  
Health Maintenance Organizations - 0.0%               
Odontoprev S.A.      1,279,400     $ 2,733,809  
Insurance - 1.6%               
Admiral Group PLC      212,870     $ 7,171,812  
AUB Group Ltd.      2,453,836       29,307,136  
Hiscox Ltd.      2,112,798       24,356,308  
Samsung Fire & Marine Insurance Co. Ltd.      200,389       31,184,949  
Steadfast Group Ltd.      7,183,503       16,507,330  
    

 

 

 
             $ 108,527,535  
Internet - 1.8%               
Demae-Can Co. Ltd. (a)      820,700     $ 21,876,016  
PChome Online, Inc.      2,549,504       8,871,404  
Proto Corp.      1,137,400       13,746,106  
Rightmove PLC      4,372,975       35,198,722  
Scout24 AG      507,679       44,344,505  
    

 

 

 
             $ 124,036,753  

 

19


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Leisure & Toys - 0.9%               
BANDAI NAMCO Holdings, Inc.      105,300     $ 7,692,079  
DeNA Co. Ltd.      339,900       6,273,303  
GungHo Online Entertainment, Inc.      326,600       7,066,785  
Kawai Musical Instruments Manufacturing Co. Ltd.      119,800       3,111,660  
Konami Holdings Corp.      161,300       6,991,632  
Thule Group AB      848,268       28,111,898  
    

 

 

 
             $ 59,247,357  
Machinery & Tools - 4.7%               
Aalberts Industries N.V.      449,300     $ 16,235,415  
Azbil Corp.      820,800       30,694,985  
Carel Industries S.p.A.      183,606       3,883,450  
Doosan Bobcat, Inc.      576,446       13,258,997  
Fujitec Co. Ltd.      1,443,300       30,851,246  
Fujitsu General Ltd.      248,000       7,190,702  
Fukushima Galilei Co. Ltd.      362,600       13,527,557  
GEA Group AG      1,578,406       55,638,701  
Haitian International Holdings Ltd.      13,384,000       31,085,219  
MISUMI Group, Inc.      225,900       6,313,773  
MonotaRO Co. Ltd.      389,300       19,388,945  
Nabtesco Corp.      482,500       17,580,234  
Nissei ASB Machine Co. Ltd.      151,400       6,101,076  
NOHMI BOSAI Ltd.      678,100       15,507,345  
Obara Group, Inc.      128,500       4,319,785  
Rational AG      3,140       2,462,919  
Rotork PLC      855,644       3,097,297  
Shima Seiki Manufacturing Ltd.      191,900       3,029,163  
Spirax-Sarco Engineering PLC      126,386       17,968,965  
T.K. Corp.      828,332       4,497,570  
THK Co. Ltd.      133,700       3,354,394  
VAT Group AG      75,145       14,367,336  
    

 

 

 
             $ 320,355,074  
Medical & Health Technology & Services - 1.1%               
BML, Inc.      452,600     $ 13,625,861  
Eurofins Scientific SE      3,712       2,939,432  
Hapvida Participacoes e Investimentos S.A.      774,900       8,574,278  
Hogy Medical Co. Ltd.      79,600       2,740,300  
ICON PLC (a)      34,882       6,665,601  
Medipal Holdings Corp.      434,300       8,696,335  
Ramsay Health Care Ltd.      357,306       16,949,610  
Selcuk Ecza Deposu Ticaret ve Sanayi A.S.      2,590,718       2,878,296  
Sonic Healthcare Ltd.      484,031       11,496,148  
    

 

 

 
             $ 74,565,861  

 

20


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Medical Equipment - 3.1%               
Demant A.S. (a)      271,692     $ 8,535,970  
Eiken Chemical Co. Ltd.      753,900       15,224,016  
Fukuda Denshi Co. Ltd.      216,800       14,447,112  
Nakanishi, Inc.      2,379,400       42,591,987  
Nihon Kohden Corp.      521,600       17,155,182  
Shimadzu Corp.      624,700       19,057,594  
Smith & Nephew PLC      1,794,613       34,970,514  
Sonova Holding AG (a)      136,310       34,571,430  
Straumann Holding AG      1,171       1,178,102  
Terumo Corp.      622,700       24,809,318  
    

 

 

 
             $ 212,541,225  
Metals & Mining - 0.4%               
Iluka Resources Ltd.      2,666,873     $ 17,272,366  
MOIL Ltd.      6,090,545       11,635,896  
    

 

 

 
             $ 28,908,262  
Natural Gas - Distribution - 0.8%               
China Resources Gas Group Ltd.      3,084,000     $ 13,807,375  
Italgas S.p.A.      5,939,723       37,501,292  
    

 

 

 
             $ 51,308,667  
Network & Telecom - 0.4%               
VTech Holdings Ltd.      3,825,465     $ 23,855,010  
Other Banks & Diversified Financials - 2.8%               
AEON Financial Service Co. Ltd.      2,710,200     $ 24,640,400  
AEON Thana Sinsap Public Co. Ltd.      2,759,200       9,708,901  
Bancolombia S.A., ADR      188,347       4,812,266  
Bank of Kyoto Ltd.      279,800       13,517,276  
Chiba Bank Ltd.      2,538,451       14,008,537  
E.Sun Financial Holding Co. Ltd.      34,330,866       30,371,061  
FinecoBank S.p.A. (a)      1,030,289       14,176,523  
Grupo Financiero Inbursa S.A. de C.V. (a)      2,689,101       2,095,435  
Julius Baer Group Ltd.      391,642       16,698,096  
Jyske Bank (a)      338,988       9,555,875  
Metropolitan Bank & Trust Co.      27,226,417       21,453,159  
Shizuoka Bank Ltd.      1,025,000       7,089,220  
Shriram Transport Finance Co. Ltd.      2,154,616       18,232,056  
    

 

 

 
             $ 186,358,805  
Pharmaceuticals - 2.3%               
Daito Pharmaceutical Co. Ltd.      384,900     $ 12,962,421  
Genomma Lab Internacional S.A., “B” (a)      8,507,862       8,326,443  

 

21


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Pharmaceuticals - continued               
Hypermarcas S.A.      2,094,564     $ 11,121,975  
Kalbe Farma Tbk PT      333,929,300       34,784,302  
Santen Pharmaceutical Co. Ltd.      2,042,300       41,877,202  
Suzuken Co. Ltd./Aichi Japan      339,200       12,928,479  
Virbac S.A. (a)      108,387       25,110,680  
Yunnan Baiyao Group Co. Ltd.      646,117       9,672,876  
    

 

 

 
             $ 156,784,378  
Pollution Control - 0.5%               
Bingo Industries Ltd.      4,918,421     $ 8,555,582  
Daiseki Co. Ltd.      1,127,500       28,108,021  
    

 

 

 
             $ 36,663,603  
Precious Metals & Minerals - 0.8%               
Agnico-Eagle Mines Ltd.      620,986     $ 49,476,479  
Compania de Minas Buenaventura S.A.A., ADR      392,797       4,799,979  
    

 

 

 
             $ 54,276,458  
Printing & Publishing - 0.4%               
China Literature Ltd. (a)      1,547,400     $ 11,665,825  
Wolters Kluwer N.V.      201,689       17,224,494  
    

 

 

 
             $ 28,890,319  
Railroad & Shipping - 0.6%               
DFDS A.S. (a)      181,325     $ 6,082,336  
Rumo S.A. (a)      2,763,468       9,379,031  
Sankyu, Inc.      488,600       19,262,556  
Senko Group Holdings Co. Ltd.      657,300       6,122,398  
    

 

 

 
             $ 40,846,321  
Real Estate - 4.7%               
Ascendas India Trust, REIT      12,556,800     $ 12,632,414  
Big Yellow Group PLC, REIT      1,051,241       14,107,276  
City Developments Ltd.      4,876,000       27,424,020  
Concentradora Fibra Danhos S.A. de C.V., REIT      2,803,415       2,568,672  
Deutsche Wohnen SE      382,608       19,150,254  
Embassy Office Parks REIT      3,371,200       16,484,976  
ESR Cayman Ltd. (a)      2,240,800       6,991,269  
Hibernia PLC, REIT      4,300,372       5,026,845  
Kenedix, Inc.      1,114,900       5,879,946  
LEG Immobilien AG      865,106       123,540,953  
Midland Holdings Ltd. (a)(h)      43,113,000       3,894,052  
Multiplan Empreendimentos Imobiliarios S.A.      3,219,285       11,138,145  
Prologis Peroperty Mexico S.A. de C.V., REIT      2,375,819       4,609,485  

 

22


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Real Estate - continued               
Shaftesbury PLC, REIT      1,183,196     $ 7,590,936  
TAG Immobilien AG      639,688       19,305,057  
Unite Group PLC, REIT      3,225,537       34,919,781  
    

 

 

 
             $ 315,264,081  
Restaurants - 1.0%               
Cafe de Coral Holdings Ltd.      16,092,000     $ 34,013,425  
Greggs PLC      2,058,957       31,088,026  
    

 

 

 
             $ 65,101,451  
Specialty Chemicals - 6.6%               
Air Water, Inc.      783,300     $ 10,596,390  
Croda International PLC      1,476,564       119,212,214  
Essentra PLC      7,538,373       24,804,206  
Japan Pure Chemical Co. Ltd.      41,700       1,075,861  
Kansai Paint Co. Ltd.      1,037,000       25,757,193  
Nihon Parkerizing Co. Ltd.      1,049,600       10,286,402  
Nitto Denko Corp.      144,400       9,414,078  
NOF Corp.      320,000       12,631,129  
Orbia Advance Corp. S.A.B. de C.V.      5,840,795       10,233,245  
PT Astra Agro Lestari Tbk      15,352,000       10,546,769  
PTT Global Chemical PLC      6,126,700       7,588,891  
Sika AG      205,635       50,524,076  
SK KAKEN Co. Ltd.      87,900       32,546,295  
Symrise AG      832,525       115,179,085  
Taisei Lamick Co. Ltd.      219,800       5,870,944  
Tikkurila Oyj      131,380       2,301,305  
    

 

 

 
             $ 448,568,083  
Specialty Stores - 2.6%               
ABC-Mart, Inc.      192,300     $ 10,009,770  
Esprit Holdings Ltd. (a)      6,185,199       609,012  
Just Eat Takeaway.com (a)      89,832       10,038,090  
Just Eat Takeaway.com N.V. (a)      848,851       95,060,999  
Kitanotatsujin Corp.      1,132,600       5,878,674  
Ryohin Keikaku Co. Ltd.      1,407,200       23,374,022  
Shimamura Co. Ltd.      52,800       5,161,378  
Zozo, Inc.      812,000       22,647,087  
    

 

 

 
             $ 172,779,032  
Telecommunications - Wireless - 1.6%               
Cellnex Telecom S.A.      1,819,501     $ 110,581,592  

 

23


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Telephone Services - 0.7%               
Hellenic Telecommunications Organization S.A.      2,120,009     $ 30,597,792  
Infrastrutture Wireless Italiane S.p.A.      1,249,006       13,849,953  
    

 

 

 
             $ 44,447,745  
Tobacco - 0.6%               
Swedish Match AB      469,820     $ 38,331,656  
Trucking - 3.2%               
Freightways Ltd.      1,868,239     $ 9,596,742  
Hamakyorex Co. Ltd.      114,900       3,482,633  
Kintetsu World Express, Inc.      277,200       5,875,252  
Mainfreight Ltd.      262,213       7,982,952  
Seino Holdings Co. Ltd.      3,715,600       53,908,627  
SG Holdings Co. Ltd.      1,665,600       86,569,235  
Trancom Co. Ltd.      95,100       6,855,646  
Yamato Holdings Co. Ltd.      1,538,600       40,500,285  
    

 

 

 
             $ 214,771,372  
Utilities - Electric Power - 0.7%               
CESC Ltd.      3,095,481     $ 25,919,784  
Energisa S.A., IEU      945,900       6,925,944  
Equatorial Energia S.A.      1,668,800       6,293,770  
Transmissora Alianca de Energia Eletrica S.A., IEU      1,779,812       8,861,188  
    

 

 

 
             $ 48,000,686  
Utilities - Water - 0.1%               
Aguas Andinas S.A., “A”      20,990,755     $ 5,882,272  
Companhia de Saneamento Basico do Estado de Sao Paulo      485,700       4,047,572  
    

 

 

 
             $ 9,929,844  
Total Common Stocks (Identified Cost, $5,091,593,641)

 

  $ 6,713,026,290  
Preferred Stocks - 0.3%               
Metals & Mining - 0.1%               
Gerdau S.A.      1,786,200     $ 6,615,673  
Specialty Chemicals - 0.2%               
Fuchs Petrolub SE      226,635     $ 11,526,856  
Total Preferred Stocks (Identified Cost, $12,066,728)

 

  $ 18,142,529  
Investment Companies (h) - 0.6%               
Money Market Funds - 0.6%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $41,800,680)
     41,803,333     $ 41,803,333  

 

24


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Collateral for Securities Loaned - 0.0%               
JPMorgan U.S. Government Money Market Fund, 0.06% (j)
(Identified Cost, $2,814,890)
     2,814,890     $ 2,814,890  
Other Assets, Less Liabilities - 0.1%           5,585,441  
Net Assets - 100.0%            $ 6,781,372,483  

 

(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 $146,681,448 and $6,629,105,594, 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.

(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
IEU   International Equity Unit
REIT   Real Estate Investment Trust
SDR   Swedish Depository Receipt

See Notes to Financial Statements

 

25


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 9/30/20

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 $3,496,902 of securities on loan (identified cost, $4,979,790,510)

     $6,629,105,594  
Investments in affiliated issuers, at value (identified cost, $168,485,429)      146,681,448  
Cash      367,228  
Foreign currency, at value (identified cost, $2,189,826)      2,189,901  
Receivables for   

Investments sold

     263,579  

Fund shares sold

     1,991,731  

Interest and dividends

     23,989,382  

Other assets

     2,582  

Total assets

     $6,804,591,445  
Liabilities         

Payables for

  

Investments purchased

     $6,161,901  

Fund shares reacquired

     7,801,661  

Collateral for securities loaned, at value (c)

     2,814,890  

Payable to affiliates

  

Investment adviser

     318,069  

Administrative services fee

     3,072  

Shareholder servicing costs

     1,690,138  

Distribution and service fees

     15,894  

Program manager fees

     27  

Payable for independent Trustees’ compensation

     11,412  

Deferred country tax expense payable

     3,783,108  

Accrued expenses and other liabilities

     618,790  

Total liabilities

     $23,218,962  

Net assets

     $6,781,372,483  
Net assets consist of         

Paid-in capital

     $4,932,981,605  

Total distributable earnings (loss)

     1,848,390,878  

Net assets

     $6,781,372,483  

Shares of beneficial interest outstanding

     194,931,100  

 

(c)

Non-cash collateral is not included.

 

26


Statement of Assets and Liabilities – continued

 

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

Class A

     $871,604,516        25,706,743        $33.91  

Class B

     5,874,998        179,515        32.73  

Class C

     42,311,735        1,319,816        32.06  

Class I

     1,230,970,451        35,154,136        35.02  

Class R1

     1,622,435        52,062        31.16  

Class R2

     24,546,225        745,702        32.92  

Class R3

     142,712,664        4,250,466        33.58  

Class R4

     260,005,188        7,672,083        33.89  

Class R6

     4,191,915,651        119,552,768        35.06  

Class 529A

     8,459,635        254,225        33.28  

Class 529B

     149,021        4,733        31.48  

Class 529C

     1,199,964        38,851        30.89  

 

(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 $35.98 [100 / 94.25 x $33.91] and $35.31 [100 / 94.25 x $33.28], 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

 

27


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 9/30/20

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

     $118,274,084  

Dividends from affiliated issuers

     3,755,792  

Income on securities loaned

     413,188  

Other

     4,085  

Foreign taxes withheld

     (8,712,058

Total investment income

     $113,735,091  

Expenses

  

Management fee

     $58,307,727  

Distribution and service fees

     3,453,990  

Shareholder servicing costs

     4,074,600  

Program manager fees

     4,741  

Administrative services fee

     572,331  

Independent Trustees’ compensation

     84,423  

Custodian fee

     1,651,107  

Shareholder communications

     336,076  

Audit and tax fees

     78,188  

Legal fees

     59,991  

Miscellaneous

     310,106  

Total expenses

     $68,933,280  

Fees paid indirectly

     (5,505

Reduction of expenses by investment adviser and distributor

     (742,436

Net expenses

     $68,185,339  

Net investment income (loss)

     $45,549,752  
Realized and unrealized gain (loss)         
Realized gain (loss) (identified cost basis)   

Unaffiliated issuers (net of $362,348 country tax)

     $276,599,119  

Affiliated issuers

     (484,181

Foreign currency

     517,680  

Net realized gain (loss)

     $276,632,618  
Change in unrealized appreciation or depreciation   

Unaffiliated issuers (net of $686,628 increase in deferred country tax)

     $97,816,459  

Affiliated issuers

     (5,239,033

Translation of assets and liabilities in foreign currencies

     504,486  

Net unrealized gain (loss)

     $93,081,912  

Net realized and unrealized gain (loss)

     $369,714,530  

Change in net assets from operations

     $415,264,282  

See Notes to Financial Statements

 

28


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  
     9/30/20      9/30/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $45,549,752        $77,284,501  

Net realized gain (loss)

     276,632,618        120,115,649  

Net unrealized gain (loss)

     93,081,912        (232,865,622

Change in net assets from operations

     $415,264,282        $(35,465,472

Total distributions to shareholders

     $(200,001,992      $(368,030,292

Change in net assets from fund share transactions

     $(420,485,944      $852,699,261  

Total change in net assets

     $(205,223,654      $449,203,497  
Net assets                  

At beginning of period

     6,986,596,137        6,537,392,640  

At end of period

     $6,781,372,483        $6,986,596,137  

See Notes to Financial Statements

 

29


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  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $32.56       $35.00       $33.42       $29.34       $26.70  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.13       $0.29       $0.22       $0.20 (c)      $0.26  

Net realized and unrealized gain (loss)

    2.09       (0.82     2.22       4.54       2.62  

Total from investment operations

    $2.22       $(0.53     $2.44       $4.74       $2.88  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.35     $(0.20     $(0.28     $(0.36     $(0.24

From net realized gain

    (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

    $(0.87     $(1.91     $(0.86     $(0.66     $(0.24

Net asset value, end of period (x)

    $33.91       $32.56       $35.00       $33.42       $29.34  

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

    6.83       (0.85     7.40       16.69 (c)      10.87  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.29       1.29       1.30       1.33 (c)      1.37  

Expenses after expense reductions (f)

    1.28       1.28       1.29       1.30 (c)      1.33  

Net investment income (loss)

    0.39       0.90       0.62       0.68 (c)      0.92  

Portfolio turnover

    25       14       21       17       13  

Net assets at end of period (000 omitted)

    $871,605       $1,015,817       $1,163,703       $1,224,654       $1,359,996  

See Notes to Financial Statements

 

30


Financial Highlights – continued

 

Class B    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $31.42       $33.86       $32.36       $28.40       $25.83  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

     $(0.13     $0.04       $(0.05     $(0.02 )(c)      $0.04  

Net realized and unrealized gain (loss)

     2.02       (0.77     2.16       4.41       2.55  

Total from investment operations

     $1.89       $(0.73     $2.11       $4.39       $2.59  
Less distributions declared to shareholders

 

                       

From net investment income

     $(0.06     $—       $(0.03     $(0.13     $(0.02

From net realized gain

     (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

     $(0.58     $(1.71     $(0.61     $(0.43     $(0.02

Net asset value, end of period (x)

     $32.73       $31.42       $33.86       $32.36       $28.40  

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

     6.03       (1.57     6.59       15.81 (c)      10.04  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     2.04       2.04       2.05       2.07 (c)      2.12  

Expenses after expense reductions (f)

     2.03       2.03       2.03       2.05 (c)      2.08  

Net investment income (loss)

     (0.43     0.12       (0.14     (0.06 )(c)      0.16  

Portfolio turnover

     25       14       21       17       13  

Net assets at end of period (000 omitted)

     $5,875       $9,834       $13,212       $15,120       $17,469  
Class C    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $30.80       $33.24       $31.78       $27.93       $25.42  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

     $(0.12     $0.03       $(0.08     $(0.01 )(c)      $0.05  

Net realized and unrealized gain (loss)

     1.98       (0.76     2.15       4.32       2.50  

Total from investment operations

     $1.86       $(0.73     $2.07       $4.31       $2.55  
Less distributions declared to shareholders

 

                       

From net investment income

     $(0.08     $—       $(0.03     $(0.16     $(0.04

From net realized gain

     (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

     $(0.60     $(1.71     $(0.61     $(0.46     $(0.04

Net asset value, end of period (x)

     $32.06       $30.80       $33.24       $31.78       $27.93  

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

     6.04       (1.60     6.58       15.81 (c)      10.06  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     2.04       2.04       2.04       2.07 (c)      2.12  

Expenses after expense reductions (f)

     2.03       2.03       2.03       2.05 (c)      2.08  

Net investment income (loss)

     (0.40     0.10       (0.25     (0.04 )(c)      0.17  

Portfolio turnover

     25       14       21       17       13  

Net assets at end of period (000 omitted)

     $42,312       $60,916       $84,044       $152,036       $166,306  

See Notes to Financial Statements

 

31


Financial Highlights – continued

 

Class I   Year ended  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $33.59       $36.06       $34.41       $30.20       $27.48  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.18       $0.39       $0.32       $0.32 (c)      $0.33  

Net realized and unrealized gain (loss)

    2.21       (0.86     2.27       4.63       2.71  

Total from investment operations

    $2.39       $(0.47     $2.59       $4.95       $3.04  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.44     $(0.29     $(0.36     $(0.44     $(0.32

From net realized gain

    (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

    $(0.96     $(2.00     $(0.94     $(0.74     $(0.32

Net asset value, end of period (x)

    $35.02       $33.59       $36.06       $34.41       $30.20  

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

    7.12       (0.62     7.65       16.98 (c)      11.14  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.04       1.04       1.05       1.07 (c)      1.12  

Expenses after expense reductions (f)

    1.03       1.03       1.04       1.05 (c)      1.08  

Net investment income (loss)

    0.55       1.18       0.87       1.03 (c)      1.15  

Portfolio turnover

    25       14       21       17       13  

Net assets at end of period (000 omitted)

    $1,230,970       $2,049,197       $2,094,665       $1,876,295       $1,670,850  
Class R1   Year ended  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $30.01       $32.44       $31.03       $27.32       $24.82  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $(0.13     $0.04       $(0.07     $(0.01 )(c)      $0.05  

Net realized and unrealized gain (loss)

    1.94       (0.76     2.09       4.21       2.45  

Total from investment operations

    $1.81       $(0.72     $2.02       $4.20       $2.50  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.14     $—       $(0.03     $(0.19     $—  

From net realized gain

    (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

    $(0.66     $(1.71     $(0.61     $(0.49     $—  

Net asset value, end of period (x)

    $31.16       $30.01       $32.44       $31.03       $27.32  

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

    6.03       (1.61     6.59       15.79 (c)      10.07  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    2.04       2.04       2.05       2.07 (c)      2.12  

Expenses after expense reductions (f)

    2.03       2.03       2.04       2.05 (c)      2.08  

Net investment income (loss)

    (0.45     0.14       (0.21     (0.02 )(c)      0.19  

Portfolio turnover

    25       14       21       17       13  

Net assets at end of period (000 omitted)

    $1,622       $2,320       $2,471       $3,928       $3,265  

See Notes to Financial Statements

 

32


Financial Highlights – continued

 

Class R2    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $31.63       $34.02       $32.51       $28.56       $25.98  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

     $0.01       $0.22       $0.12       $0.13 (c)      $0.18  

Net realized and unrealized gain (loss)

     2.07       (0.81     2.17       4.41       2.57  

Total from investment operations

     $2.08       $(0.59     $2.29       $4.54       $2.75  
Less distributions declared to shareholders

 

                       

From net investment income

     $(0.27     $(0.09     $(0.20     $(0.29     $(0.17

From net realized gain

     (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

     $(0.79     $(1.80     $(0.78     $(0.59     $(0.17

Net asset value, end of period (x)

     $32.92       $31.63       $34.02       $32.51       $28.56  

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

     6.58       (1.10     7.13       16.37 (c)      10.61  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.54       1.54       1.55       1.57 (c)      1.62  

Expenses after expense reductions (f)

     1.53       1.53       1.54       1.55 (c)      1.58  

Net investment income (loss)

     0.03       0.71       0.35       0.46 (c)      0.66  

Portfolio turnover

     25       14       21       17       13  

Net assets at end of period (000 omitted)

     $24,546       $43,493       $48,630       $52,892       $54,065  
Class R3    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $32.25       $34.69       $33.14       $29.11       $26.50  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

     $0.13       $0.29       $0.20       $0.22 (c)      $0.25  

Net realized and unrealized gain (loss)

     2.08       (0.83     2.21       4.48       2.61  

Total from investment operations

     $2.21       $(0.54     $2.41       $4.70       $2.86  
Less distributions declared to shareholders

 

                       

From net investment income

     $(0.36     $(0.19     $(0.28     $(0.37     $(0.25

From net realized gain

     (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

     $(0.88     $(1.90     $(0.86     $(0.67     $(0.25

Net asset value, end of period (x)

     $33.58       $32.25       $34.69       $33.14       $29.11  

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

     6.86       (0.88     7.39       16.70 (c)      10.85  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.29       1.29       1.30       1.32 (c)      1.37  

Expenses after expense reductions (f)

     1.28       1.28       1.29       1.30 (c)      1.33  

Net investment income (loss)

     0.42       0.92       0.58       0.73 (c)      0.92  

Portfolio turnover

     25       14       21       17       13  

Net assets at end of period (000 omitted)

     $142,713       $132,789       $146,726       $174,621       $157,360  

See Notes to Financial Statements

 

33


Financial Highlights – continued

 

Class R4   Year ended  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $32.54       $35.00       $33.43       $29.36       $26.72  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.21       $0.36       $0.31       $0.29 (c)      $0.32  

Net realized and unrealized gain (loss)

    2.10       (0.82     2.21       4.52       2.64  

Total from investment operations

    $2.31       $(0.46     $2.52       $4.81       $2.96  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.44     $(0.29     $(0.37     $(0.44     $(0.32

From net realized gain

    (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

    $(0.96     $(2.00     $(0.95     $(0.74     $(0.32

Net asset value, end of period (x)

    $33.89       $32.54       $35.00       $33.43       $29.36  

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

    7.10       (0.61     7.65       16.98 (c)      11.16  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.04       1.04       1.05       1.07 (c)      1.12  

Expenses after expense reductions (f)

    1.03       1.03       1.04       1.05 (c)      1.08  

Net investment income (loss)

    0.66       1.14       0.87       0.96 (c)      1.15  

Portfolio turnover

    25       14       21       17       13  

Net assets at end of period (000 omitted)

    $260,005       $276,550       $318,571       $330,370       $312,467  
Class R6   Year ended  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $33.64       $36.11       $34.45       $30.24       $27.51  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.28       $0.44       $0.37       $0.35 (c)      $0.38  

Net realized and unrealized gain (loss)

    2.13       (0.87     2.27       4.64       2.70  

Total from investment operations

    $2.41       $(0.43     $2.64       $4.99       $3.08  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.47     $(0.33     $(0.40     $(0.48     $(0.35

From net realized gain

    (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

    $(0.99     $(2.04     $(0.98     $(0.78     $(0.35

Net asset value, end of period (x)

    $35.06       $33.64       $36.11       $34.45       $30.24  

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

    7.20       (0.47     7.79       17.10 (c)      11.30  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.92       0.92       0.93       0.96 (c)      1.00  

Expenses after expense reductions (f)

    0.91       0.91       0.92       0.94 (c)      0.95  

Net investment income (loss)

    0.84       1.34       1.02       1.13 (c)      1.32  

Portfolio turnover

    25       14       21       17       13  

Net assets at end of period (000 omitted)

    $4,191,916       $3,385,991       $2,654,886       $2,131,042       $1,027,737  

See Notes to Financial Statements

 

34


Financial Highlights – continued

 

Class 529A    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $31.97       $34.42       $32.89       $28.90       $26.31  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

     $0.13       $0.29       $0.22       $0.22 (c)      $0.25  

Net realized and unrealized gain (loss)

     2.05       (0.83     2.18       4.44       2.59  

Total from investment operations

     $2.18       $(0.54     $2.40       $4.66       $2.84  
Less distributions declared to shareholders

 

                       

From net investment income

     $(0.35     $(0.20     $(0.29     $(0.37     $(0.25

From net realized gain

     (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

     $(0.87     $(1.91     $(0.87     $(0.67     $(0.25

Net asset value, end of period (x)

     $33.28       $31.97       $34.42       $32.89       $28.90  

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

     6.84       (0.88     7.41       16.67 (c)      10.87  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.34       1.34       1.36       1.42 (c)      1.47  

Expenses after expense reductions (f)

     1.29       1.29       1.29       1.30 (c)      1.33  

Net investment income (loss)

     0.42       0.91       0.64       0.74 (c)      0.93  

Portfolio turnover

     25       14       21       17       13  

Net assets at end of period (000 omitted)

     $8,460       $8,131       $8,529       $7,540       $6,193  
Class 529B    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $30.11       $32.70       $31.15       $27.51       $24.85  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

     $0.09       $0.05       $0.20       $0.08 (c)      $0.20  

Net realized and unrealized gain (loss)

     1.94       (0.77     2.08       4.22       2.46  

Total from investment operations

     $2.03       $(0.72     $2.28       $4.30       $2.66  
Less distributions declared to shareholders

 

                       

From net investment income

     $(0.14     $(0.16     $(0.15     $(0.36     $—  

From net realized gain

     (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

     $(0.66     $(1.87     $(0.73     $(0.66     $—  

Net asset value, end of period (x)

     $31.48       $30.11       $32.70       $31.15       $27.51  

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

     6.75       (1.55     7.43       16.19 (c)      10.70  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.38       1.97       1.31       1.79 (c)      1.61  

Expenses after expense reductions (f)

     1.37       1.95       1.27       1.71 (c)      1.50  

Net investment income (loss)

     0.29       0.17       0.62       0.30 (c)      0.76  

Portfolio turnover

     25       14       21       17       13  

Net assets at end of period (000 omitted)

     $149       $209       $269       $297       $330  

See Notes to Financial Statements

 

35


Financial Highlights – continued

 

Class 529C    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $29.71       $32.15       $30.78       $27.08       $24.66  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

     $(0.12     $0.03       $(0.06     $(0.02 )(c)      $0.04  

Net realized and unrealized gain (loss)

     1.90       (0.76     2.06       4.18       2.43  

Total from investment operations

     $1.78       $(0.73     $2.00       $4.16       $2.47  
Less distributions declared to shareholders

 

                       

From net investment income

     $(0.08     $—       $(0.05     $(0.16     $(0.05

From net realized gain

     (0.52     (1.71     (0.58     (0.30      

Total distributions declared to shareholders

     $(0.60     $(1.71     $(0.63     $(0.46     $(0.05

Net asset value, end of period (x)

     $30.89       $29.71       $32.15       $30.78       $27.08  

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

     5.99       (1.66     6.56       15.75 (c)      10.03  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     2.09       2.09       2.11       2.17 (c)      2.22  

Expenses after expense reductions (f)

     2.08       2.08       2.08       2.10 (c)      2.12  

Net investment income (loss)

     (0.40     0.09       (0.20     (0.08 )(c)      0.14  

Portfolio turnover

     25       14       21       17       13  

Net assets at end of period (000 omitted)

     $1,200       $1,350       $1,686       $2,020       $1,909  

 

(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

 

36


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS International New Discovery Fund (the fund) is a diversified series of MFS Series Trust V (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, including securities of emerging market issuers. 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. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, accounting, and auditing systems, and greater political, social, and economic instability than developed markets.

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

 

37


Notes to Financial Statements – continued

 

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 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

 

38


Notes to Financial Statements – continued

 

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 September 30, 2020 in valuing the fund’s assets or liabilities:

 

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

Japan

     $174,874,533        $1,930,235,678        $—        $2,105,110,211  

United Kingdom

     254,017,776        620,027,722               874,045,498  

Germany

     518,143,592        55,638,701               573,782,293  

Australia

     24,845,977        260,147,244               284,993,221  

Netherlands

     108,275,619        105,099,089               213,374,708  

India

     61,904,026        144,409,931               206,313,957  

Switzerland

     181,924,884        21,488,115               203,412,999  

Hong Kong

     22,168,892        175,316,841               197,485,733  

France

     84,697,248        108,048,933               192,746,181  

Other Countries

     1,108,214,712        771,689,306               1,879,904,018  
Mutual Funds      44,618,223                      44,618,223  
Total      $2,583,685,482        $4,192,101,560        $—        $6,775,787,042  

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.

 

39


Notes to Financial Statements – continued

 

Security Loans – Under its Securities Lending Agency Agreement with the fund, JPMorgan Chase and Co., 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 investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $3,496,902. The fair value of the fund’s investment securities on loan and a related liability of $2,814,890 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. Additionally, these loans were collateralized by U.S. Treasury Obligations of $900,688 held by the lending agent. The collateral on securities loaned exceeded the value of securities on loan 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, 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

 

40


Notes to Financial Statements – continued

 

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.

Fees Paid Indirectly – The fund’s custody fee may be reduced by a credit earned under an arrangement that measures the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended September 30, 2020, is shown as a reduction of total expenses 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 passive foreign investment companies, wash sale loss deferrals, treating a portion of the proceeds from redemptions as a distribution for tax purposes, and foreign taxes.

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

 

    Year ended
9/30/20
     Year ended
9/30/19
 
Ordinary income (including any short-term capital gains)     $91,000,636        $64,579,660  
Long-term capital gains     109,001,356        303,450,632  
Total distributions     $200,001,992        $368,030,292  

 

41


Notes to Financial Statements – continued

 

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

 

As of 9/30/20       
Cost of investments      $5,182,665,574  
Gross appreciation      2,156,957,891  
Gross depreciation      (563,836,423
Net unrealized appreciation (depreciation)      $1,593,121,468  
Undistributed ordinary income      26,183,169  
Undistributed long-term capital gain      230,422,136  
Other temporary differences      (1,335,895

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
9/30/20
     Year
ended
9/30/19
 
Class A      $26,406,418        $62,150,447  
Class B      169,796        650,897  
Class C      1,112,066        4,078,231  
Class I      56,642,556        115,003,468  
Class R1      50,392        132,056  
Class R2      1,025,511        2,247,366  
Class R3      3,792,677        8,026,352  
Class R4      7,982,678        17,885,611  
Class R6      102,569,301        157,283,589  
Class 529A      220,057        469,327  
Class 529B      4,469        15,379  
Class 529C      26,071        87,569  
Total      $200,001,992        $368,030,292  

 

42


Notes to Financial Statements – continued

 

(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      0.975
In excess of $500 million and up to $1 billion      0.925
In excess of $1 billion and up to $3 billion      0.90
In excess of $3 billion and up to $5 billion      0.85
In excess of $5 billion and up to $10 billion      0.80
In excess of $10 billion      0.75

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 September 30, 2020, this management fee reduction amounted to $725,154, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended September 30, 2020 was equivalent to an annual effective rate of 0.86% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $49,812 and $2,819 for the year ended September 30, 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%        $2,324,076  
Class B      0.75%        0.25%        1.00%        1.00%        76,670  
Class C      0.75%        0.25%        1.00%        1.00%        495,590  
Class R1      0.75%        0.25%        1.00%        1.00%        18,345  
Class R2      0.25%        0.25%        0.50%        0.50%        157,897  
Class R3             0.25%        0.25%        0.25%        348,475  
Class 529A             0.25%        0.25%        0.21%        20,196  
Class 529B      0.75%        0.25%        1.00%        0.29%        518  
Class 529C      0.75%        0.25%        1.00%        1.00%        12,223  
Total Distribution and Service Fees

 

           $3,453,990  

 

(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

 

43


Notes to Financial Statements – continued

 

  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 September 30, 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 September 30, 2020, this rebate amounted to $13,844, $108, $127, $15, $1, $3,155, and $32 for Class A, Class B, Class C, Class R2, Class R3, Class 529A, and Class 529C, respectively, and is included in the reduction of total expenses in the Statement of Operations. For the period December 1, 2019 through September 30, 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 September 30, 2020, were as follows:

 

     Amount  
Class A      $2,909  
Class B      10,885  
Class C      1,976  
Class 529B       
Class 529C      18  

During the year ended September 30, 2020, to meet the requirements of FINRA Rule 2341, MFD returned $200 of the CDSC collected in the prior fiscal year for Class 529B which had the effect of further reducing the annual effective distribution fee rate for this class by 0.11%.

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 September 30, 2020, were as follows:

 

     Fee  
Class 529A      $4,039  
Class 529B      90  
Class 529C      612  
Total Program Manager Fees      $4,741  

 

44


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 September 30, 2020, the fee was $204,871, which equated to 0.0030% 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 September 30, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $3,869,729.

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 September 30, 2020 was equivalent to an annual effective rate of 0.0085% 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 September 30, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $215,526 and $704,690, respectively. The sales transactions resulted in net realized gains (losses) of $240,006.

(4) Portfolio Securities

For the year ended September 30, 2020, purchases and sales of investments, other than short-term obligations, aggregated $1,627,012,733 and $1,846,513,964, respectively.

 

45


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
9/30/20
     Year ended
9/30/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     2,600,496        $80,931,701        4,800,291        $152,094,394  

Class B

     776        24,640        41,626        1,260,250  

Class C

     59,247        1,820,573        210,535        6,294,886  

Class I

     6,380,843        208,231,953        25,396,305        834,838,227  

Class R1

     21,545        652,024        31,603        940,198  

Class R2

     197,296        6,106,880        524,828        16,205,806  

Class R3

     1,422,289        43,337,490        898,563        28,414,764  

Class R4

     1,497,904        46,286,463        2,046,856        63,717,424  

Class R6

     29,655,893        937,470,504        30,497,869        1,006,616,218  

Class 529A

     24,909        766,176        35,818        1,124,989  

Class 529B

                   581        17,339  

Class 529C

     6,241        184,586        5,969        174,459  
     41,867,439        $1,325,812,990        64,490,844        $2,111,698,954  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     702,847        $23,784,330        1,939,000        $56,366,740  

Class B

     5,133        168,651        22,816        643,863  

Class C

     31,749        1,022,005        133,835        3,703,205  

Class I

     1,416,222        49,397,834        3,258,598        97,562,421  

Class R1

     1,611        50,392        4,897        132,037  

Class R2

     29,051        956,353        70,768        2,002,751  

Class R3

     113,163        3,792,099        278,693        8,026,352  

Class R4

     223,643        7,550,198        586,124        16,997,589  

Class R6

     2,760,920        96,328,499        4,999,594        149,737,848  

Class 529A

     6,624        220,057        16,439        469,327  

Class 529B

     142        4,469        569        15,379  

Class 529C

     840        26,071        3,280        87,569  
     5,291,945        $183,300,958        11,314,613        $335,745,081  

 

46


Notes to Financial Statements – continued

 

     Year ended
9/30/20
     Year ended
9/30/19
 
     Shares      Amount      Shares      Amount  
Shares reacquired            

Class A

     (8,798,044      $(276,566,703      (8,788,160      $(279,390,465

Class B

     (139,435      (4,169,126      (141,535      (4,339,305

Class C

     (748,840      (22,693,596      (895,003      (27,027,561

Class I

     (33,644,188      (1,035,097,460      (25,740,731      (844,901,220

Class R1

     (48,405      (1,510,330      (35,360      (1,022,229

Class R2

     (855,674      (27,203,886      (649,983      (20,242,311

Class R3

     (1,401,881      (44,428,680      (1,290,262      (40,756,378

Class R4

     (2,547,593      (80,193,139      (3,236,361      (102,745,711

Class R6

     (13,531,532      (436,269,431      (8,345,483      (272,338,063

Class 529A

     (31,618      (1,008,514      (45,742      (1,440,979

Class 529B

     (2,336      (69,535      (2,446      (71,714

Class 529C

     (13,662      (389,492      (16,255      (468,838
     (61,763,208      $(1,929,599,892      (49,187,321      $(1,594,744,774
Net change            

Class A

     (5,494,701      $(171,850,672      (2,048,869      $(70,929,331

Class B

     (133,526      (3,975,835      (77,093      (2,435,192

Class C

     (657,844      (19,851,018      (550,633      (17,029,470

Class I

     (25,847,123      (777,467,673      2,914,172        87,499,428  

Class R1

     (25,249      (807,914      1,140        50,006  

Class R2

     (629,327      (20,140,653      (54,387      (2,033,754

Class R3

     133,571        2,700,909        (113,006      (4,315,262

Class R4

     (826,046      (26,356,478      (603,381      (22,030,698

Class R6

     18,885,281        597,529,572        27,151,980        884,016,003  

Class 529A

     (85      (22,281      6,515        153,337  

Class 529B

     (2,194      (65,066      (1,296      (38,996

Class 529C

     (6,581      (178,835      (7,006      (206,810
     (14,603,824      $(420,485,944      26,618,136        $852,699,261  

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. Effective at the close of business on November 29, 2019, purchases of the fund are closed to new 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, and the MFS Aggressive Growth Allocation Fund were the owners of record of approximately 38%, 2%, and 1%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Moderate Allocation 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, and the MFS Lifetime 2060 Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

 

47


Notes to Financial Statements – continued

 

(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 September 30, 2020, the fund’s commitment fee and interest expense were $32,616 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
 
Forterra PLC     $4,453,225       $36,987,624       $892,781       $(546,040     $(5,003,659     $34,998,369  
MFS Institutional Money Market Portfolio     408,940,385       841,285,475       1,208,453,101       61,859       (31,285     41,803,333  
Midland Holdings Ltd.     5,372,769                         (1,478,717     3,894,052  
Ridley Corp. NPV     7,599,882       5,625,368                   (787,047     12,438,203  
T. Hasegawa Co. Ltd.     21,425,908       30,059,908                   2,061,675       53,547,491  
    $447,792,169       $913,958,375       $1,209,345,882       $(484,181     $(5,239,033     $146,681,448  

 

Affiliated Issuers                         Dividend
Income
    Capital Gain
Distributions
 
Forterra PLC       $—       $—  
MFS Institutional Money Market Portfolio       2,738,767        
Midland Holdings Ltd.              
Ridley Corp. NPV       371,469        
T. Hasegawa Co. Ltd.             645,556        
      $3,755,792       $—  

(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

 

48


Notes to Financial Statements – continued

 

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.

 

49


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS International New Discovery Fund and the Board of Trustees of MFS Series Trust V

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS International New Discovery Fund (the “Fund”) (one of the funds constituting MFS Series Trust V (the “Trust”)), including the portfolio of investments, as of September 30, 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 V) at September 30, 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 September 30, 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

 

50


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

November 13, 2020

 

51


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of November 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 57)   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

 

52


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

 

53


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)

 

54


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

 

55


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

 

56


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.

 

57


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

 

JPMorgan Chase Bank, NA

4 Metrotech Center

New York, NY 11245

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)  

David Antonelli

Peter Fruzzetti

Jose Luis Garcia

Robert Lau

Sandeep Mehta

 

 

58


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS International 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

 

59


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 4th 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 and total expense ratios of the Broadridge expense group based on information

 

60


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 $500 million, $1 billion, $3 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

 

61


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.

 

62


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.

 

63


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 Web site 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 scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

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 scrolling to the “Resources” section 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 $153,753,000 as capital gain dividends paid during the fiscal year.

Income derived from foreign sources was $119,190,693. The fund intends to pass through foreign tax credits of $9,386,734 for the fiscal year.

 

64


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.

 

65


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
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66


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Annual Report

September 30, 2020

 

LOGO

 

MFS® Research 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.

 

MFR-ANN

 


MFS® Research 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     30  
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, as did the phased reopening of U.S. states. However, significant uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when another wave of infections is underway. In the United States, political uncertainty eased after former Vice President Joe Biden was projected as the winner of the presidential election. Since the pandemic caused many jurisdictions to adopt mail-in voting for the first time, the counting of ballots has been slower than normal this cycle. Republicans appear likely to retain control of the Senate, though whether they do will not be known until a

pair of early January runoff elections takes place in Georgia.

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 U.S. 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

November 13, 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.     6.8%  
Amazon.com, Inc.     5.7%  
Alphabet, Inc., “A”     3.5%  
Apple, Inc.     3.1%  
Facebook, Inc., “A”     2.8%  
Visa, Inc., “A”     2.5%  
Adobe Systems, Inc.     2.1%  
Salesforce.com, Inc.     2.1%  
Johnson & Johnson     1.8%  
Danaher Corp.     1.6%  
Global equity sectors (k)  
Technology     31.5%  
Consumer Cyclicals     14.9%  
Health Care (s)     14.0%  
Financial Services     13.0%  
Capital Goods     11.7%  
Consumer Staples     5.2%  
Energy     4.8%  
Telecommunications/Cable Television (s)     3.9%  
 

 

 

(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 September 30, 2020.

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

 

2


MANAGEMENT REVIEW

Summary of Results

For the twelve months ended September 30, 2020, Class A shares of the MFS Research Fund (fund) provided a total return of 13.48%, at net asset value. This compares with a return of 15.15% 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.

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 a longer period. 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.

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.

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, while some firms have been forced to recapitalize.

Detractors from Performance

Stock selection in the technology sector was a primary detractor from performance relative to the S&P 500 Index. Within this sector, the fund’s underweight positions in

 

3


Management Review – continued

 

computer and personal electronics maker Apple and semiconductor company Intel held back relative results. Despite headwinds related to COVID-19, the share price of Apple appreciated steadily during the period. The company’s product demand was stronger than expected, driven by higher online sales and service revenue, and an all-time record in revenue from its App Store. Additionally, the shift toward work-from-home and remote learning helped to support strong iPhone and iPad sales. Not owning shares of computer graphics processors maker NVIDIA and digital payment technology developer PayPal further weighed on relative returns. The share price of NVIDIA benefited from better-than-expected demand for its Data Center products and Gaming segment. Additionally, management pointed to a stronger growth outlook in its automotive segment as the car industry transitions from basic computing to complex visual and software needs.

Although security selection in the health care sector weighed on relative performance, there were no individual stocks within this sector that were among the fund’s largest relative detractors during the period.

Stocks in other sectors that detracted from relative returns included the fund’s position in integrated oil company BP (b) (United Kingdom), and overweight positions in banking services provider Truist Financial, commercial and personal property and casualty insurance provider Chubb and financial services providers Charles Schwab and U.S. Bancorp. The share price of BP suffered from a material change in oil prices and above-sector average debt-to-equity ratio. BP also announced an impairment charge and write-offs, alongside a 50% dividend cut due to a fall in demand, driven by the negative economic impact caused by the COVID-19 virus. Additionally, not owning shares of strong-performing internet TV shows and movie subscription services provider Netflix held back relative results.

Contributors to Performance

During the reporting period, stock selection in both the consumer cyclicals and capital goods sectors contributed to relative performance. Within the consumer cyclicals sector, an overweight position in internet retailer Amazon.com supported relative returns. Within the capital goods sector, an underweight position in aerospace company Boeing (h) boosted relative results. The share price of Boeing declined as the travel and airline industries came under intense pressure amid the outbreak of the COVID-19 virus, which resulted in widespread travel restrictions across the globe and ultimately led the company to suspend production.

Stock selection in the telecommunications/cable television sector also benefited relative results. Within this sector, not owning shares of telecommunication services provider AT&T helped relative returns. The share price of AT&T traded lower during the period, as the company reported weaker-than-expected earnings, owing to lower cable-network advertising revenue and foreign exchange headwinds, paired with uncertainty stirred by COVID-19 market disruptions.

Elsewhere, not owning shares of integrated oil and gas company Exxon Mobil, diversified financial services firm Wells Fargo, integrated energy company Chevron and global financial services firm JPMorgan Chase aided relative returns. The share price of Exxon Mobil suffered during the period as oil and gas prices came under significant pressure due to lower demand caused by COVID-19 disruptions and the oil price war

 

4


Management Review – continued

 

between Saudi Arabia and Russia. Disappointing chemical and refining margins, as well as higher costs, also affected its share price. Additionally, overweight positions in software company Adobe Systems, customer information software manager salesforce.com and healthcare equipment manufacturer Danaher further supported relative performance.

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 9/30/20

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 9/30/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr     
    A    10/13/71   13.48%   13.78%   13.15%    
    B    9/07/93   12.61%   12.93%   12.31%    
    C    1/03/94   12.62%   12.93%   12.31%    
    I    1/02/97   13.76%   14.07%   13.44%    
    R1    4/01/05   12.62%   12.93%   12.31%    
    R2    10/31/03   13.19%   13.50%   12.87%    
    R3    4/01/05   13.46%   13.78%   13.15%    
    R4    4/01/05   13.76%   14.07%   13.43%    
    R6    5/01/06   13.85%   14.16%   13.50%    
Comparative benchmark(s)                
     Standard & Poor’s 500 Stock Index (f)   15.15%   14.15%   13.74%     
Average annual with sales charge                
    A
With Initial Sales Charge (5.75%)
  6.96%   12.44%   12.49%    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  8.61%   12.68%   12.31%    
    C
With CDSC (1% for 12 months) (v)
  11.62%   12.93%   12.31%    

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.

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).

 

7


Performance Summary – continued

 

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.

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, April 1, 2020 through September 30, 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 April 1, 2020 through September 30, 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
4/01/20
   

Ending

Account Value
9/30/20

   

Expenses
Paid During
Period (p)

4/01/20-9/30/20

 
A   Actual     0.79%       $1,000.00       $1,291.40       $4.53  
  Hypothetical (h)     0.79%       $1,000.00       $1,021.05       $3.99  
B   Actual     1.54%       $1,000.00       $1,286.39       $8.80  
  Hypothetical (h)     1.54%       $1,000.00       $1,017.30       $7.77  
C   Actual     1.55%       $1,000.00       $1,286.48       $8.86  
  Hypothetical (h)     1.55%       $1,000.00       $1,017.25       $7.82  
I   Actual     0.55%       $1,000.00       $1,293.31       $3.15  
  Hypothetical (h)     0.55%       $1,000.00       $1,022.25       $2.78  
R1   Actual     1.55%       $1,000.00       $1,286.72       $8.86  
  Hypothetical (h)     1.55%       $1,000.00       $1,017.25       $7.82  
R2   Actual     1.05%       $1,000.00       $1,290.13       $6.01  
  Hypothetical (h)     1.05%       $1,000.00       $1,019.75       $5.30  
R3   Actual     0.80%       $1,000.00       $1,291.30       $4.58  
  Hypothetical (h)     0.80%       $1,000.00       $1,021.00       $4.04  
R4   Actual     0.55%       $1,000.00       $1,293.07       $3.15  
  Hypothetical (h)     0.55%       $1,000.00       $1,022.25       $2.78  
R6   Actual     0.48%       $1,000.00       $1,293.77       $2.75  
  Hypothetical (h)     0.48%       $1,000.00       $1,022.60       $2.43  

 

(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 183/366 (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 0.01% 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 shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

 

10


PORTFOLIO OF INVESTMENTS

9/30/20

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%               
Honeywell International, Inc.      440,367     $ 72,488,812  
L3Harris Technologies, Inc.      229,564       38,989,150  
Northrop Grumman Corp.      111,349       35,129,496  
    

 

 

 
             $ 146,607,458  
Alcoholic Beverages - 0.5%               
Constellation Brands, Inc., “A”      164,161     $ 31,110,151  
Apparel Manufacturers - 1.5%               
NIKE, Inc., “B”      785,607     $ 98,625,103  
Biotechnology - 0.8%               
Adaptive Biotechnologies Corp. (a)      158,615     $ 7,713,447  
Illumina, Inc. (a)      144,062       44,526,683  
    

 

 

 
             $ 52,240,130  
Brokerage & Asset Managers - 1.7%               
Cboe Global Markets, Inc.      187,653     $ 16,464,674  
Charles Schwab Corp.      1,978,702       71,688,374  
NASDAQ, Inc.      181,169       22,231,248  
    

 

 

 
             $ 110,384,296  
Business Services - 4.9%               
Accenture PLC, “A”      247,967     $ 56,038,062  
Fidelity National Information Services, Inc.      640,871       94,342,620  
Fiserv, Inc. (a)      721,150       74,314,508  
Global Payments, Inc.      332,242       58,999,534  
Verisk Analytics, Inc., “A”      215,934       40,014,730  
    

 

 

 
             $ 323,709,454  
Cable TV - 2.3%               
Charter Communications, Inc., “A” (a)      111,877     $ 69,849,286  
Comcast Corp., “A”      1,799,673       83,252,873  
    

 

 

 
             $ 153,102,159  
Chemicals - 0.5%               
FMC Corp.      338,241     $ 35,823,104  
Computer Software - 12.2%               
Adobe Systems, Inc. (a)      282,631     $ 138,610,721  
Atlassian Corp. PLC, “A” (a)      145,475       26,445,900  

 

11


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Computer Software - continued               
Cadence Design Systems, Inc. (a)      547,736     $ 58,405,090  
Microsoft Corp. (s)      2,117,037       445,276,392  
salesforce.com, inc. (a)      544,484       136,839,719  
    

 

 

 
             $ 805,577,822  
Computer Software - Systems - 4.4%               
Apple, Inc.      1,779,479     $ 206,081,463  
Constellation Software, Inc.      38,118       42,357,055  
EPAM Systems, Inc. (a)      120,436       38,934,550  
    

 

 

 
             $ 287,373,068  
Construction - 3.4%               
AZEK Co. LLC (a)      468,814     $ 16,319,415  
D.R. Horton, Inc.      478,332       36,176,249  
Masco Corp.      1,059,782       58,425,782  
Otis Worldwide Corp.      485,536       30,307,157  
Sherwin-Williams Co.      71,949       50,129,746  
Vulcan Materials Co.      225,073       30,506,395  
    

 

 

 
             $ 221,864,744  
Consumer Products - 1.5%               
Colgate-Palmolive Co.      705,969     $ 54,465,509  
Kimberly-Clark Corp.      315,276       46,553,654  
    

 

 

 
             $ 101,019,163  
Electrical Equipment - 1.2%               
HD Supply Holdings, Inc. (a)      678,197     $ 27,968,844  
Sensata Technologies Holding PLC (a)      648,462       27,974,651  
TE Connectivity Ltd.      249,137       24,350,650  
    

 

 

 
             $ 80,294,145  
Electronics - 2.9%               
Applied Materials, Inc.      633,945     $ 37,688,030  
Intel Corp.      1,784,474       92,400,064  
NXP Semiconductors N.V.      504,713       62,993,230  
    

 

 

 
             $ 193,081,324  
Energy - Independent - 1.0%               
ConocoPhillips      726,236     $ 23,849,590  
Diamondback Energy, Inc.      235,959       7,107,085  
Pioneer Natural Resources Co.      224,250       19,283,257  
Valero Energy Corp.      349,236       15,128,904  
    

 

 

 
             $ 65,368,836  

 

12


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Energy - Integrated - 0.5%               
BP PLC, ADR      1,923,295     $ 33,580,731  
Food & Beverages - 2.5%               
Hostess Brands, Inc. (a)      1,517,129     $ 18,706,200  
Mondelez International, Inc.      1,093,444       62,818,358  
PepsiCo, Inc.      595,830       82,582,038  
    

 

 

 
             $ 164,106,596  
Food & Drug Stores - 1.6%               
Wal-Mart Stores, Inc.      737,877     $ 103,236,371  
Gaming & Lodging - 0.4%               
Marriott International, Inc., “A”      86,830     $ 8,038,721  
Wyndham Hotels & Resorts, Inc.      410,874       20,749,137  
    

 

 

 
             $ 28,787,858  
General Merchandise - 1.1%               
Dollar General Corp.      348,625     $ 73,078,773  
Health Maintenance Organizations - 1.7%               
Cigna Corp.      335,097     $ 56,768,783  
Humana, Inc.      130,982       54,212,140  
    

 

 

 
             $ 110,980,923  
Insurance - 2.8%               
AON PLC      481,080     $ 99,246,804  
Chubb Ltd.      431,007       50,048,533  
Reinsurance Group of America, Inc.      323,404       30,784,827  
Willis Towers Watson PLC      32,789       6,846,999  
    

 

 

 
             $ 186,927,163  
Internet - 6.3%               
Alphabet, Inc., “A” (a)(s)      156,910     $ 229,967,296  
Facebook, Inc., “A” (a)(s)      711,985       186,468,872  
    

 

 

 
             $ 416,436,168  
Leisure & Toys - 1.1%               
Electronic Arts, Inc. (a)      544,338     $ 70,987,119  
Machinery & Tools - 1.5%               
Ingersoll Rand, Inc. (a)      1,016,887     $ 36,201,177  
Roper Technologies, Inc.      119,078       47,048,909  
Trane Technologies PLC      145,174       17,602,347  
    

 

 

 
             $ 100,852,433  

 

13


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Major Banks - 2.7%               
Bank of America Corp.      3,410,819     $ 82,166,630  
Goldman Sachs Group, Inc.      354,070       71,157,448  
PNC Financial Services Group, Inc.      200,296       22,014,533  
    

 

 

 
             $ 175,338,611  
Medical & Health Technology & Services - 1.7%               
ICON PLC (a)      214,059     $ 40,904,534  
McKesson Corp.      244,622       36,431,555  
PRA Health Sciences, Inc. (a)      155,387       15,762,457  
Quest Diagnostics, Inc.      170,374       19,506,119  
    

 

 

 
             $ 112,604,665  
Medical Equipment - 5.1%               
Becton, Dickinson and Co.      257,717     $ 59,965,592  
Boston Scientific Corp. (a)      1,363,985       52,117,867  
Danaher Corp.      498,713       107,387,870  
Medtronic PLC      753,521       78,305,902  
STERIS PLC      205,550       36,215,855  
    

 

 

 
             $ 333,993,086  
Natural Gas - Distribution - 0.4%               
Sempra Energy      195,615     $ 23,152,991  
Natural Gas - Pipeline - 0.3%               
Enterprise Products Partners LP      1,277,842     $ 20,177,125  
Network & Telecom - 0.7%               
Equinix, Inc., REIT      56,741     $ 43,130,536  
Oil Services - 0.1%               
Core Laboratories N.V.      213,808     $ 3,262,710  
Other Banks & Diversified Financials - 4.6%               
Northern Trust Corp.      515,342     $ 40,181,216  
Truist Financial Corp.      1,688,443       64,245,256  
U.S. Bancorp      898,526       32,212,157  
Visa, Inc., “A”      814,939       162,963,352  
    

 

 

 
             $ 299,601,981  
Pharmaceuticals - 4.9%               
Eli Lilly & Co.      410,255     $ 60,725,945  
Johnson & Johnson      785,285       116,913,231  
Merck & Co., Inc.      1,090,809       90,482,607  
Zoetis, Inc.      311,265       51,473,893  
    

 

 

 
             $ 319,595,676  

 

14


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Railroad & Shipping - 1.7%               
Canadian Pacific Railway Ltd.      194,139     $ 59,101,736  
Kansas City Southern Co.      280,457       50,715,039  
    

 

 

 
             $ 109,816,775  
Real Estate - 1.3%               
Public Storage, Inc., REIT      193,695     $ 43,139,750  
STORE Capital Corp., REIT      1,472,569       40,392,568  
    

 

 

 
             $ 83,532,318  
Restaurants - 1.5%               
Starbucks Corp.      958,145     $ 82,323,818  
Texas Roadhouse, Inc.      320,224       19,466,417  
    

 

 

 
             $ 101,790,235  
Specialty Chemicals - 1.1%               
Air Products & Chemicals, Inc.      101,690     $ 30,289,384  
DuPont de Nemours, Inc.      776,384       43,073,784  
    

 

 

 
             $ 73,363,168  
Specialty Stores - 7.6%               
Amazon.com, Inc. (a)      118,101     $ 371,868,162  
AutoZone, Inc. (a)      40,089       47,210,410  
Home Depot, Inc.      118,936       33,029,716  
Ross Stores, Inc.      511,874       47,768,082  
    

 

 

 
             $ 499,876,370  
Telecommunications - Wireless - 1.9%               
American Tower Corp., REIT      156,056     $ 37,723,417  
SBA Communications Corp., REIT      129,281       41,173,413  
T-Mobile USA, Inc. (a)      405,865       46,414,721  
    

 

 

 
             $ 125,311,551  
Tobacco - 0.7%               
Philip Morris International, Inc.      609,464     $ 45,703,705  
Utilities - Electric Power - 2.6%               
American Electric Power Co., Inc.      476,614     $ 38,953,662  
CMS Energy Corp.      616,010       37,829,174  
Duke Energy Corp.      520,661       46,109,738  
NextEra Energy, Inc.      178,075       49,426,497  
    

 

 

 
             $ 172,319,071  
Total Common Stocks (Identified Cost, $4,310,921,311)

 

  $ 6,537,725,666  

 

15


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Investment Companies (h) - 1.0%               
Money Market Funds - 1.0%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $67,432,432)
     67,432,432     $ 67,432,432  
Securities Sold Short - (0.4)%               
Medical & Health Technology & Services - (0.1)%               
Healthcare Services Group, Inc.      (403,047   $ (8,677,602
Telecommunications - Wireless - (0.3)%               
Crown Castle International Corp., REIT      (116,649   $ (19,422,059
Total Securities Sold Short
(Proceeds Received, $22,654,623)

 

  $ (28,099,661
Other Assets, Less Liabilities - 0.0%           55,752  
Net Assets - 100.0%            $ 6,577,114,189  

 

(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 $67,432,432 and $6,537,725,666, 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.

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

 

ADR   American Depositary Receipt
REIT   Real Estate Investment Trust

At September 30, 2020, the fund had cash collateral of $77,082 and other liquid securities with an aggregate value of $66,441,383 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

 

16


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 9/30/20

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, $4,310,921,311)

     $6,537,725,666  
Investments in affiliated issuers, at value (identified cost, $67,432,432)      67,432,432  
Cash      32,296  
Deposits with brokers for   

Securities sold short

     77,082  
Receivables for   

Investments sold

     15,098,990  

Fund shares sold

     6,707,544  

Dividends

     5,949,916  
Receivable from distributor      6,621  

Other assets

     2,128  

Total assets

     $6,633,032,675  
Liabilities         

Payables for

  

Securities sold short, at value (proceeds received, $22,654,623)

     $28,099,661  

Investments purchased

     13,774,394  

Fund shares reacquired

     11,921,740  

Payable to affiliates

  

Investment adviser

     151,387  

Administrative services fee

     3,072  

Shareholder servicing costs

     1,733,926  

Payable for independent Trustees’ compensation

     17,350  

Accrued expenses and other liabilities

     216,956  

Total liabilities

     $55,918,486  

Net assets

     $6,577,114,189  
Net assets consist of         

Paid-in capital

     $4,022,687,454  

Total distributable earnings (loss)

     2,554,426,735  

Net assets

     $6,577,114,189  

Shares of beneficial interest outstanding

     133,407,468  

 

17


Statement of Assets and Liabilities – continued

 

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

Class A

     $1,290,400,674        26,516,794        $48.66  

Class B

     13,372,922        308,177        43.39  

Class C

     70,784,912        1,645,410        43.02  

Class I

     3,492,027,313        69,719,322        50.09  

Class R1

     3,595,791        85,325        42.14  

Class R2

     19,726,230        421,712        46.78  

Class R3

     40,433,793        838,327        48.23  

Class R4

     14,245,981        292,482        48.71  

Class R6

     1,632,526,573        33,579,919        48.62  

 

(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 $51.63 [100 / 94.25 x $48.66]. 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 9/30/20

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

     $91,247,500  

Dividends from affiliated issuers

     505,359  

Other

     396,687  

Income on securities loaned

     310,827  

Foreign taxes withheld

     (241,246

Total investment income

     $92,219,127  

Expenses

  

Management fee

     $25,905,920  

Distribution and service fees

     4,631,145  

Shareholder servicing costs

     3,837,249  

Administrative services fee

     572,331  

Independent Trustees’ compensation

     75,191  

Custodian fee

     223,087  

Shareholder communications

     163,785  

Audit and tax fees

     58,554  

Legal fees

     52,146  

Dividend and interest expense on securities sold short

     1,007,678  

Interest expense and fees

     31,021  

Miscellaneous

     294,340  

Total expenses

     $36,852,447  

Fees paid indirectly

     (306

Reduction of expenses by distributor

     (138,200

Net expenses

     $36,713,941  

Net investment income (loss)

     $55,505,186  
Realized and unrealized gain (loss)         
Realized gain (loss) (identified cost basis)   

Unaffiliated issuers

     $351,973,386  

Affiliated issuers

     (9,705

Foreign currency

     3,115  

Net realized gain (loss)

     $351,966,796  
Change in unrealized appreciation or depreciation   

Unaffiliated issuers

     $400,617,256  

Affiliated issuers

     (984

Securities sold short

     (2,094,272

Translation of assets and liabilities in foreign currencies

     (482

Net unrealized gain (loss)

     $398,521,518  

Net realized and unrealized gain (loss)

     $750,488,314  

Change in net assets from operations

     $805,993,500  

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  
     9/30/20      9/30/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $55,505,186        $59,297,683  

Net realized gain (loss)

     351,966,796        166,314,703  

Net unrealized gain (loss)

     398,521,518        128,370,536  

Change in net assets from operations

     $805,993,500        $353,982,922  

Total distributions to shareholders

     $(231,258,947      $(571,518,557

Change in net assets from fund share transactions

     $104,049,057        $275,632,415  

Total change in net assets

     $678,783,610        $58,096,780  
Net assets                  

At beginning of period

     5,898,330,579        5,840,233,799  

At end of period

     $6,577,114,189        $5,898,330,579  

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  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $44.50       $46.73       $43.26       $38.88       $36.37  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.33       $0.37       $0.35       $0.33 (c)      $0.46  

Net realized and unrealized gain (loss)

    5.52       1.90       6.83       6.15       4.56  

Total from investment operations

    $5.85       $2.27       $7.18       $6.48       $5.02  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.35     $(0.28     $(0.46     $(0.38     $(0.29

From net realized gain

    (1.34     (4.22     (3.25     (1.72     (2.22

Total distributions declared to shareholders

    $(1.69     $(4.50     $(3.71     $(2.10     $(2.51

Net asset value, end of period (x)

    $48.66       $44.50       $46.73       $43.26       $38.88  

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

    13.46       6.46       17.51       17.46 (c)      14.39  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.79       0.80       0.82       0.82 (c)      0.83  

Expenses after expense reductions (f)

    0.78       0.79       0.81       0.82 (c)      0.82  

Net investment income (loss)

    0.72       0.89       0.81       0.82 (c)      1.25  

Portfolio turnover

    36       32       33       38       47  

Net assets at end of period (000 omitted)

    $1,290,401       $1,452,740       $1,456,897       $2,643,928       $2,331,409  
Supplemental Ratios (%):

 

                               

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

    0.77       0.77       0.80       0.81 (c)      0.82  

See Notes to Financial Statements

 

21


Financial Highlights – continued

 

Class B    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $39.84       $42.40       $39.55       $35.70       $33.56  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

     $(0.01     $0.05       $0.03       $0.03 (c)      $0.16  

Net realized and unrealized gain (loss)

     4.93       1.66       6.21       5.64       4.21  

Total from investment operations

     $4.92       $1.71       $6.24       $5.67       $4.37  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.03     $(0.05     $(0.14     $(0.10     $(0.01

From net realized gain

     (1.34     (4.22     (3.25     (1.72     (2.22

Total distributions declared to shareholders

     $(1.37     $(4.27     $(3.39     $(1.82     $(2.23

Net asset value, end of period (x)

     $43.39       $39.84       $42.40       $39.55       $35.70  

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

     12.61       5.63       16.65       16.59 (c)      13.54  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.54       1.55       1.57       1.57 (c)      1.58  

Expenses after expense reductions (f)

     1.54       1.54       1.56       1.57 (c)      1.57  

Net investment income (loss)

     (0.03     0.14       0.06       0.07 (c)      0.47  

Portfolio turnover

     36       32       33       38       47  

Net assets at end of period (000 omitted)

     $13,373       $17,765       $21,445       $22,131       $24,104  
Supplemental Ratios (%):

 

                               

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

     1.52       1.52       1.55       1.56 (c)      1.57  

See Notes to Financial Statements

 

22


Financial Highlights – continued

 

Class C    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $39.53       $42.05       $39.27       $35.48       $33.39  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $(0.01     $0.05       $0.01       $0.03 (c)      $0.16  

Net realized and unrealized gain (loss)

     4.90       1.65       6.17       5.60       4.17  

Total from investment operations

     $4.89       $1.70       $6.18       $5.63       $4.33  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.06     $—       $(0.15     $(0.12     $(0.02

From net realized gain

     (1.34     (4.22     (3.25     (1.72     (2.22

Total distributions declared to shareholders

     $(1.40     $(4.22     $(3.40     $(1.84     $(2.24

Net asset value, end of period (x)

     $43.02       $39.53       $42.05       $39.27       $35.48  

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

     12.62       5.64       16.62       16.61 (c)      13.51  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.55       1.55       1.57       1.57 (c)      1.58  

Expenses after expense reductions (f)

     1.54       1.55       1.56       1.57 (c)      1.58  

Net investment income (loss)

     (0.03     0.13       0.03       0.07 (c)      0.49  

Portfolio turnover

     36       32       33       38       47  

Net assets at end of period (000 omitted)

     $70,785       $71,371       $78,122       $133,255       $134,406  
Supplemental Ratios (%):

 

                               

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

     1.53       1.53       1.55       1.56 (c)      1.57  

See Notes to Financial Statements

 

23


Financial Highlights – continued

 

Class I   Year ended  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $45.74       $48.03       $44.35       $39.81       $37.18  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.45       $0.49       $0.50       $0.44 (c)      $0.57  

Net realized and unrealized gain (loss)

    5.70       1.93       6.99       6.29       4.66  

Total from investment operations

    $6.15       $2.42       $7.49       $6.73       $5.23  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.46     $(0.49     $(0.56     $(0.47     $(0.38

From net realized gain

    (1.34     (4.22     (3.25     (1.72     (2.22

Total distributions declared to shareholders

    $(1.80     $(4.71     $(3.81     $(2.19     $(2.60

Net asset value, end of period (x)

    $50.09       $45.74       $48.03       $44.35       $39.81  

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

    13.76       6.68       17.83       17.74 (c)      14.68  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.55       0.55       0.57       0.57 (c)      0.58  

Expenses after expense reductions (f)

    N/A       N/A       N/A       0.57 (c)      0.58  

Net investment income (loss)

    0.97       1.13       1.09       1.07 (c)      1.52  

Portfolio turnover

    36       32       33       38       47  

Net assets at end of period (000 omitted)

    $3,492,027       $2,835,696       $2,752,743       $1,065,739       $927,500  
Supplemental Ratios (%):

 

                               

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

    0.53       0.53       0.56       0.56 (c)      0.57  

See Notes to Financial Statements

 

24


Financial Highlights – continued

 

Class R1    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $38.72       $41.37       $38.69       $34.99       $32.95  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $(0.02     $0.04       $0.03       $0.02 (c)      $0.17  

Net realized and unrealized gain (loss)

     4.81       1.60       6.06       5.52       4.11  

Total from investment operations

     $4.79       $1.64       $6.09       $5.54       $4.28  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.03     $(0.07     $(0.16     $(0.12     $(0.02

From net realized gain

     (1.34     (4.22     (3.25     (1.72     (2.22

Total distributions declared to shareholders

     $(1.37     $(4.29     $(3.41     $(1.84     $(2.24

Net asset value, end of period (x)

     $42.14       $38.72       $41.37       $38.69       $34.99  

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

     12.62       5.62       16.64       16.59 (c)      13.53  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.54       1.55       1.57       1.57 (c)      1.58  

Expenses after expense reductions (f)

     N/A       N/A       N/A       1.57 (c)      1.58  

Net investment income (loss)

     (0.04     0.12       0.07       0.07 (c)      0.50  

Portfolio turnover

     36       32       33       38       47  

Net assets at end of period (000 omitted)

     $3,596       $4,187       $4,947       $4,189       $4,500  
Supplemental Ratios (%):

 

                               

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

     1.53       1.53       1.56       1.56 (c)      1.57  

See Notes to Financial Statements

 

25


Financial Highlights – continued

 

Class R2    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $42.85       $45.23       $41.97       $37.77       $35.37  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.20       $0.25       $0.24       $0.22 (c)      $0.35  

Net realized and unrealized gain (loss)

     5.33       1.82       6.60       5.98       4.44  

Total from investment operations

     $5.53       $2.07       $6.84       $6.20       $4.79  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.26     $(0.23     $(0.33     $(0.28     $(0.17

From net realized gain

     (1.34     (4.22     (3.25     (1.72     (2.22

Total distributions declared to shareholders

     $(1.60     $(4.45     $(3.58     $(2.00     $(2.39

Net asset value, end of period (x)

     $46.78       $42.85       $45.23       $41.97       $37.77  

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

     13.19       6.18       17.21       17.19 (c)      14.10  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.04       1.05       1.07       1.07 (c)      1.08  

Expenses after expense reductions (f)

     N/A       N/A       N/A       1.07 (c)      1.08  

Net investment income (loss)

     0.47       0.63       0.56       0.57 (c)      0.97  

Portfolio turnover

     36       32       33       38       47  

Net assets at end of period (000 omitted)

     $19,726       $21,738       $21,137       $26,054       $27,545  
Supplemental Ratios (%):

 

                               

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

     1.03       1.03       1.06       1.06 (c)      1.07  

See Notes to Financial Statements

 

26


Financial Highlights – continued

 

Class R3    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $44.12       $46.46       $43.02       $38.67       $36.17  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.32       $0.37       $0.36       $0.33 (c)      $0.46  

Net realized and unrealized gain (loss)

     5.48       1.86       6.77       6.11       4.53  

Total from investment operations

     $5.80       $2.23       $7.13       $6.44       $4.99  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.35     $(0.35     $(0.44     $(0.37     $(0.27

From net realized gain

     (1.34     (4.22     (3.25     (1.72     (2.22

Total distributions declared to shareholders

     $(1.69     $(4.57     $(3.69     $(2.09     $(2.49

Net asset value, end of period (x)

     $48.23       $44.12       $46.46       $43.02       $38.67  

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

     13.46       6.44       17.50       17.46 (c)      14.39  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.79       0.80       0.82       0.82 (c)      0.83  

Expenses after expense reductions (f)

     N/A       N/A       N/A       0.82 (c)      0.83  

Net investment income (loss)

     0.72       0.88       0.81       0.83 (c)      1.24  

Portfolio turnover

     36       32       33       38       47  

Net assets at end of period (000 omitted)

     $40,434       $44,941       $45,930       $45,780       $56,488  
Supplemental Ratios (%):

 

                               

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

     0.78       0.78       0.81       0.81 (c)      0.82  

See Notes to Financial Statements

 

27


Financial Highlights – continued

 

Class R4    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $44.53       $46.88       $43.31       $38.91       $36.40  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.43       $0.47       $0.43       $0.43 (c)      $0.56  

Net realized and unrealized gain (loss)

     5.55       1.88       6.88       6.16       4.55  

Total from investment operations

     $5.98       $2.35       $7.31       $6.59       $5.11  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.46     $(0.48     $(0.49     $(0.47     $(0.38

From net realized gain

     (1.34     (4.22     (3.25     (1.72     (2.22

Total distributions declared to shareholders

     $(1.80     $(4.70     $(3.74     $(2.19     $(2.60

Net asset value, end of period (x)

     $48.71       $44.53       $46.88       $43.31       $38.91  

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

     13.76       6.69       17.84       17.77 (c)      14.66  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.54       0.55       0.57       0.57 (c)      0.58  

Expenses after expense reductions (f)

     N/A       N/A       N/A       0.57 (c)      0.58  

Net investment income (loss)

     0.97       1.13       0.97       1.08 (c)      1.52  

Portfolio turnover

     36       32       33       38       47  

Net assets at end of period (000 omitted)

     $14,246       $16,869       $17,148       $49,141       $57,922  
Supplemental Ratios (%):

 

                               

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

     0.53       0.53       0.56       0.56 (c)      0.57  

See Notes to Financial Statements

 

28


Financial Highlights – continued

 

Class R6   Year ended  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $44.44       $46.82       $43.33       $38.94       $36.42  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.47       $0.50       $0.51       $0.46 (c)      $0.58  

Net realized and unrealized gain (loss)

    5.53       1.86       6.83       6.16       4.58  

Total from investment operations

    $6.00       $2.36       $7.34       $6.62       $5.16  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.48     $(0.52     $(0.60     $(0.51     $(0.42

From net realized gain

    (1.34     (4.22     (3.25     (1.72     (2.22

Total distributions declared to shareholders

    $(1.82     $(4.74     $(3.85     $(2.23     $(2.64

Net asset value, end of period (x)

    $48.62       $44.44       $46.82       $43.33       $38.94  

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

    13.85       6.75       17.92       17.86 (c)      14.80  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.48       0.48       0.48       0.49 (c)      0.48  

Expenses after expense reductions (f)

    N/A       N/A       N/A       0.49 (c)      0.48  

Net investment income (loss)

    1.04       1.19       1.15       1.16 (c)      1.57  

Portfolio turnover

    36       32       33       38       47  

Net assets at end of period (000 omitted)

    $1,632,527       $1,433,024       $1,441,866       $1,393,491       $1,374,807  
Supplemental Ratios (%):

 

                               

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

    0.46       0.46       0.47       0.47 (c)      0.48  

 

(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

 

29


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Research Fund (the fund) is a diversified series of MFS Series Trust V (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 on their primary market or exchange as provided by a third-party pricing service. Equity

 

30


Notes to Financial Statements – continued

 

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.

 

31


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 September 30, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities      $6,537,725,666        $—        $—        $6,537,725,666  
Mutual Funds      67,432,432                      67,432,432  
Total      $6,605,158,098        $—        $—        $6,605,158,098  
Securities Sold Short      $(28,099,661      $—        $—        $(28,099,661

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 September 30, 2020, this expense amounted to $1,007,678. 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.

Security Loans – Under its Securities Lending Agency Agreement with the fund, JPMorgan Chase and Co., as lending agent, loans the securities of the fund to certain

 

32


Notes to Financial Statements – continued

 

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 September 30, 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.

 

33


Notes to Financial Statements – continued

 

Fees Paid Indirectly – The fund’s custody fee may be reduced by a credit earned under an arrangement that measures the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended September 30, 2020, is shown as a reduction of total expenses 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
9/30/20
     Year ended
9/30/19
 
Ordinary income (including any short-term capital gains)     $71,259,895        $79,979,245  
Long-term capital gains     159,999,052        491,539,312  
Total distributions     $231,258,947        $571,518,557  

 

34


Notes to Financial Statements – continued

 

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

 

As of 9/30/20       
Cost of investments      $4,369,552,372  
Gross appreciation      2,430,019,376  
Gross depreciation      (222,513,311
Net unrealized appreciation (depreciation)      $2,207,506,065  
Undistributed ordinary income      40,190,903  
Undistributed long-term capital gain      293,885,359  
Other temporary differences      12,844,408  

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
9/30/20
     Year
ended
9/30/19
 
Class A      $54,649,668        $138,147,679  
Class B      588,792        2,091,496  
Class C      2,470,790        7,652,002  
Class I      111,319,986        269,979,758  
Class R1      140,647        489,361  
Class R2      824,722        2,084,724  
Class R3      1,734,371        4,199,214  
Class R4      684,330        1,753,534  
Class R6      58,845,641        145,120,789  
Total      $231,258,947        $571,518,557  

(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 $5 billion      0.43
In excess of $5 billion and up to $10 billion      0.40
In excess of $10 billion      0.37

The management fee incurred for the year ended September 30, 2020 was equivalent to an annual effective rate of 0.42% of the fund’s average daily net assets.

 

35


Notes to Financial Statements – continued

 

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $108,736 for the year ended September 30, 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%        $3,516,497  
Class B      0.75%        0.25%        1.00%        0.99%        154,413  
Class C      0.75%        0.25%        1.00%        1.00%        706,264  
Class R1      0.75%        0.25%        1.00%        1.00%        37,479  
Class R2      0.25%        0.25%        0.50%        0.50%        105,383  
Class R3             0.25%        0.25%        0.25%        111,109  
Total Distribution and Service Fees

 

           $4,631,145  

 

(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 September 30, 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 September 30, 2020, this rebate amounted to $136,860, $885, and $455 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 September 30, 2020, were as follows:

 

     Amount     
Class A      $2,540  
Class B      34,019  
Class C      6,931  

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

 

36


Notes to Financial Statements – continued

 

determined periodically under the supervision of the fund’s Board of Trustees. For the year ended September 30, 2020, the fee was $420,592, which equated to 0.0069% 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 September 30, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $3,416,657.

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 September 30, 2020 was equivalent to an annual effective rate of 0.0094% 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 $1,773 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended September 30, 2020. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $5,951 at September 30, 2020, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

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 September 30, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $4,177,476 and $5,126,732, respectively. The sales transactions resulted in net realized gains (losses) of $(708,130).

 

37


Notes to Financial Statements – continued

 

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 September 30, 2020, this reimbursement amounted to $395,955, which is included in “Other” income in the Statement of Operations.

(4) Portfolio Securities

For the year ended September 30, 2020, purchases and sales of investments, other than short sales and short-term obligations, aggregated $2,177,033,873 and $2,257,513,905, 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
9/30/20
     Year ended
9/30/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     2,146,837        $94,779,226        2,105,552        $87,442,939  

Class B

     2,808        105,101        24,679        902,292  

Class C

     360,794        14,082,771        263,241        9,771,940  

Class I

     23,413,170        1,067,432,087        13,770,747        591,220,611  

Class R1

     5,829        224,965        7,267        267,565  

Class R2

     111,513        4,718,386        104,526        4,310,220  

Class R3

     223,615        9,797,456        353,229        14,728,714  

Class R4

     91,918        3,958,285        101,388        4,368,463  

Class R6

     4,459,462        193,327,059        1,318,964        53,037,725  
     30,815,946        $1,388,425,336        18,049,593        $766,050,469  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     1,111,543        $50,199,664        3,344,566        $127,696,067  

Class B

     14,312        579,770        59,825        2,057,393  

Class C

     58,284        2,341,264        215,967        7,370,963  

Class I

     2,376,892        110,264,003        6,827,037        267,483,300  

Class R1

     3,574        140,647        14,638        489,361  

Class R2

     18,326        797,170        53,649        1,976,977  

Class R3

     38,748        1,734,371        110,914        4,199,214  

Class R4

     14,365        648,021        43,713        1,667,190  

Class R6

     1,277,717        57,497,281        3,739,653        142,293,781  
     4,913,761        $224,202,191        14,409,962        $555,234,246  

 

38


Notes to Financial Statements – continued

 

     Year ended
9/30/20
     Year ended
9/30/19
 
     Shares      Amount      Shares      Amount  
Shares reacquired            

Class A

     (9,390,942      $(424,020,468      (3,979,669      $(164,663,141

Class B

     (154,851      (6,093,574      (144,438      (5,396,240

Class C

     (579,017      (22,979,229      (531,554      (19,689,950

Class I

     (18,063,926      (819,703,317      (15,916,977      (673,612,552

Class R1

     (32,199      (1,290,411      (33,359      (1,276,373

Class R2

     (215,438      (9,175,266      (118,138      (4,668,529

Class R3

     (442,642      (19,888,632      (434,046      (18,215,953

Class R4

     (192,636      (8,923,401      (132,068      (5,679,892

Class R6

     (4,401,221      (196,504,172      (3,613,131      (152,449,670
     (33,472,872      $(1,508,578,470      (24,903,380      $(1,045,652,300
Net change            

Class A

     (6,132,562      $(279,041,578      1,470,449        $50,475,865  

Class B

     (137,731      (5,408,703      (59,934      (2,436,555

Class C

     (159,939      (6,555,194      (52,346      (2,547,047

Class I

     7,726,136        357,992,773        4,680,807        185,091,359  

Class R1

     (22,796      (924,799      (11,454      (519,447

Class R2

     (85,599      (3,659,710      40,037        1,618,668  

Class R3

     (180,279      (8,356,805      30,097        711,975  

Class R4

     (86,353      (4,317,095      13,033        355,761  

Class R6

     1,335,958        54,320,168        1,445,486        42,881,836  
     2,256,835        $104,049,057        7,556,175        $275,632,415  

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 management or control. At the end of the period, the MFS Moderate Allocation Fund, the MFS Growth Allocation Fund, the MFS Conservative Allocation Fund, and the MFS Aggressive Growth Allocation Fund were the owners of record of approximately 7%, 7%, 3%, and 3%, 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

 

39


Notes to Financial Statements – continued

 

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 September 30, 2020, the fund’s commitment fee and interest expense were $30,123 and $0, respectively, and are included in “Interest expense and fees” 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     $89,761,455       $696,766,951       $719,085,285       $(9,705     $(984     $67,432,432  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

      $505,359       $—  

(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 Board of Trustees of MFS Series Trust V and the Shareholders of

MFS Research Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Research Fund (the “Fund”), including the portfolio of investments, as of September 30, 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 September 30, 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. Our procedures included confirmation of securities owned as of September 30, 2020,

 

41


Report of Independent Registered Public Accounting Firm – continued

 

by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 13, 2020

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

 

42


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of November 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 57)   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

 

JPMorgan Chase Bank, NA

4 Metrotech Center

New York, NY 11245

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)  

Joseph MacDougall

 

 

49


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Research 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

 

50


Board Review of Investment Advisory Agreement – continued

 

business plans of MFS, (vii) descriptions of various functions performed by MFS for the 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

 

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 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. 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 $5 billion and $10 billion. The Trustees concluded that the breakpoints were sufficient to allow the Fund to benefit from economies of scale as its 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.

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

 

52


Board Review of Investment Advisory Agreement – continued

 

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 Web site 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 scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

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 scrolling to the “Resources” section 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 $211,806,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 98.71% 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).

 

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

September 30, 2020

 

LOGO

 

MFS® Total Return 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.

 

MTR-ANN

 


MFS® Total Return Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Expense table     11  
Portfolio of investments     14  
Statement of assets and liabilities     34  
Statement of operations     36  
Statements of changes in net assets     37  
Financial highlights     38  
Notes to financial statements     45  
Report of independent registered public accounting firm     58  
Trustees and officers     60  
Board review of investment advisory agreement     67  
Statement regarding liquidity risk management program     71  
Proxy voting policies and information     72  
Quarterly portfolio disclosure     72  
Further information     72  
Information about fund contracts and legal claims     72  
Federal tax information     72  
MFS® privacy notice     73  
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, as did the phased reopening of U.S. states. However, significant uncertainty remains. While policymakers and public health officials have learned a great deal about combating the virus, much remains unknown at a time when another wave of infections is underway. In the United States, political uncertainty eased after former Vice President Joe Biden was projected as the winner of the presidential election. Since the pandemic caused many jurisdictions to adopt mail-in voting for the first time, the counting of ballots has been slower than normal this cycle. Republicans appear likely to retain control of the Senate, though whether they do will not be known until a

pair of early January runoff elections takes place in Georgia.

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 U.S. 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

November 13, 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 (i)

 

LOGO

 

Top ten holdings (i)  
U.S. Treasury Notes, 1.375%, 1/31/2022     2.5%  
Microsoft Corp.     2.1%  
Comcast Corp., “A”     2.1%  
Johnson & Johnson     2.0%  
Goldman Sachs Group, Inc.     1.5%  
Cigna Corp.     1.4%  
JPMorgan Chase & Co.     1.4%  
Union Pacific Corp.     1.3%  
Eaton Corp. PLC     1.2%  
Merck & Co., Inc.     1.2%  
Composition including fixed income credit quality (a)(i)

 

AAA     4.0%  
AA     1.4%  
A     5.6%  
BBB     9.5%  
BB (o)     0.0%  
B (o)     0.0%  
CCC (o)     0.0%  
U.S. Government     6.0%  
Federal Agencies     11.9%  
Not Rated     0.3%  
Non-Fixed Income     60.2%  
Cash & Cash Equivalents     1.1%  
GICS equity sectors (g)  
Financials     11.9%  
Health Care     11.3%  
Information Technology     10.0%  
Industrials     9.2%  
Consumer Staples     5.7%  
Communication Services     3.5%  
Utilities     2.6%  
Consumer Discretionary     2.6%  
Materials     1.7%  
Energy     1.2%  
Real Estate     0.5%  
 

 

2


Portfolio Composition – continued

 

Fixed income sectors (i)  
Investment Grade Corporates     15.5%  
Mortgage-Backed Securities     11.9%  
U.S. Treasury Securities     6.0%  
Commercial Mortgage-Backed Securities     2.7%  
Collateralized Debt Obligations     1.5%  
Asset-Backed Securities     0.5%  
Municipal Bonds     0.3%  
Emerging Markets Bonds     0.2%  
Non-U.S. Government Bonds     0.1%  
U.S. Government Agencies (o)     0.0%  

 

(a)

For all securities other than those specifically described below, ratings are assigned to underlying 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. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities and fixed income derivatives, which have not been rated by any rating agency. Non-Fixed Income includes equity securities (including convertible bonds and equity derivatives) and/or commodity-linked derivatives. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.

(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.

(i)

For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.

(o)

Less than 0.1%.

Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.

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 September 30, 2020.

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

 

3


MANAGEMENT REVIEW

Summary of Results

For the twelve months ended September 30, 2020, Class A shares of the MFS Total Return Fund (fund) provided a total return of 5.21%, at net asset value. This compares with a return of 15.15% and 6.98% for the fund’s benchmarks, the Standard & Poor’s 500 Stock Index (S&P 500 Index) and the Bloomberg Barclays U.S. Aggregate Bond Index (Bloomberg Index), respectively. The fund’s other benchmark, the MFS Total Return Blended Index (Blended Index), generated a return of 12.50%. The Blended Index reflects the blended returns of the equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

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.

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 a longer period. 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.

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.

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

 

4


Management Review – continued

 

recent years by borrowing to fund dividend payments and stock buybacks have, in many cases, halted share repurchases and cut dividends, while some firms have been forced to recapitalize.

Detractors from Performance

Within the equity portion of the fund, an underweight position and stock selection in the information technology sector detracted from performance relative to the S&P 500 Index, led by the fund’s underweight holdings of computer and personal electronics maker Apple and global software giant Microsoft. Despite headwinds related to COVID-19, the share price of Apple appreciated steadily during the period. The company’s product demand was stronger than expected, driven by higher online sales and service revenue, combined with an all-time record in revenue from its App Store. Additionally, the shift toward work-from-home and remote learning helped to support strong iPhone and iPad sales. Not owning shares of computer graphics processors maker NVIDIA also held back relative performance. The share price of NVIDIA benefited from better-than-expected demand for its Data Center products and Gaming segment. Additionally, management forecasted increased growth in its automotive segment as the car industry transitions from basic computing to complex visual and software needs.

An overweight position in the financials sector also detracted from relative results. Here, the fund’s overweight positions in commercial and personal property insurance services provider Chubb, banking services provider Truist Financial, financial services company U.S. Bancorp and property and casualty insurer Travelers Companies hindered relative returns.

Elsewhere, the fund’s underweight equity holdings of internet retailer Amazon.com (h) and social networking service provider Facebook (h) weakened relative performance. Shares of Amazon.com advanced as strong e-commerce volumes drove robust revenues and earnings that beat market expectations, paired with solid growth in its Amazon Web Services cloud division. The fund’s position in natural gas and petrochemical products manufacturer Enterprise Products Partners (b) also held back relative returns. Although the company reported in-line financial results, with strength in its storage business offsetting weakness in its gathering & processing and petrochemical divisions, the stock price of Enterprise Products Partners declined in response to the severe downturn in demand for energy and related services.

Within the fixed income portion of the fund, yield curve (y) positioning, particularly the fund’s greater exposure to 10-year key rates, detracted from performance relative to the Bloomberg Index.

Contributors to Performance

Within the equity portion of the fund, stock selection within the industrials sector contributed to performance relative to the S&P 500 Index. Here, avoiding poor-performing aerospace company Boeing, and the fund’s overweight position in home improvement products maker Masco, benefited relative returns. Shares of Masco advanced as its management reported higher-than-expected revenue and adjusted earnings, driven by strong results in its Plumbing and Decorative Architecture segments.

In other sectors, the fund’s underweight holdings of integrated oil and gas companies Exxon Mobil (h) and Chevron (h) helped relative results. The fund’s position in semiconductor manufacturer Taiwan Semiconductor Manufacturing (b) (Taiwan) also

 

5


Management Review – continued

 

contributed to relative returns as the company reported strong net income and provided better-than-anticipated future guidance, driven by its expectation for higher 5G penetration rates in the second half of the year. The fund’s overweight positions in healthcare equipment manufacturer Danaher, retail giant Target and life sciences supply company Thermo Fisher Scientific benefited relative performance. Avoiding shares of poor-performing telecommunication services provider AT&T, and insurance and investment firm Berkshire Hathaway, boosted relative performance.

Within the fixed income portion of the fund, a greater-than-benchmark exposure to bonds in the industrials sector, and a lesser-than-benchmark exposure to bonds in the treasury sector, aided relative returns. Security selection within both “A” and “BBB” rated (r) credit quality segments also contributed to performance relative to the Bloomberg Index.

Respectfully,

Portfolio Manager(s)

Steven Gorham, Alexander Mackey, Joshua Marston, Johnathan Munko, Henry Peabody, Robert Persons, Jonathan Sage, and Brooks Taylor

Note to Shareholders: Effective December 31, 2019, Alexander Mackey, Johnathan Munko, and Henry Peabody were added as Portfolio Managers of the Fund and Nevin Chitkara was removed as a Portfolio Manager of the Fund. Effective December 31, 2020, Brooks Taylor and Jonathan Sage will be removed as Portfolio Managers of the Fund. Effective June 30, 2021, Robert Persons 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.

(r)

Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody’s Investors Service, Standard & Poor’s, and Fitch, Inc. and are applied using 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. If none of the 3 Rating Agencies above assign a rating, but the security is rated by DBRS Morningstar, than the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the rating agencies, the security is considered Not Rated.

(y)

A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.

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 9/30/20

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 9/30/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    10/06/70   5.21%   7.36%   7.84%   N/A    
    B    8/23/93   4.44%   6.55%   7.03%   N/A    
    C    8/01/94   4.41%   6.54%   7.02%   N/A    
    I    1/02/97   5.47%   7.61%   8.10%   N/A    
    R1    4/01/05   4.42%   6.55%   7.03%   N/A    
    R2    10/31/03   4.97%   7.08%   7.56%   N/A    
    R3    4/01/05   5.20%   7.35%   7.83%   N/A    
    R4    4/01/05   5.47%   7.61%   8.11%   N/A    
    R6    6/01/12   5.50%   7.70%   N/A   8.51%    
    529A    7/31/02   5.19%   7.32%   7.79%   N/A    
    529B    7/31/02   5.21%   6.72%   7.09%   N/A    
    529C    7/31/02   4.38%   6.49%   6.97%   N/A    
Comparative benchmark(s)                    
    Standard & Poor’s 500 Stock Index (f)   15.15%   14.15%   13.74%   N/A    
    Bloomberg Barclays U.S. Aggregate Bond Index (f)   6.98%   4.18%   3.64%   N/A    
    MFS Total Return Blended Index (f)(w)   12.50%   10.37%   9.85%   N/A    
Average annual with sales charge                    
    A
With Initial Sales Charge (5.75%)
  (0.84)%   6.10%   7.20%   N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  0.44%   6.24%   7.03%   N/A    
    C
With CDSC (1% for 12 months) (v)
  3.41%   6.54%   7.02%   N/A    
    529A
With Initial Sales Charge (5.75%)
  (0.86)%   6.05%   7.15%   N/A    
    529B
With CDSC (Declining over six years from 4% to 0%) (v)
  1.21%   6.41%   7.09%   N/A    
    529C
With CDSC (1% for 12 months) (v)
  3.38%   6.49%   6.97%   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.

 

8


Performance Summary – continued

 

(w)

As of September 30, 2020, the MFS Total Return Blended Index (a custom index) was comprised of 60% Standard & Poor’s 500 Stock Index and 40% Bloomberg Barclays U.S. Aggregate Bond Index.

Benchmark Definition(s)

Bloomberg Barclays U.S. Aggregate Bond Index – a market capitalization-weighted index that measures the performance of the U.S. investment-grade, fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities with at least one year to final maturity. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom, and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

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.

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. 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.

 

9


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.

 

10


EXPENSE TABLE

Fund expenses borne by the shareholders during the period, April 1, 2020 through September 30, 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 April 1, 2020 through September 30, 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.

 

11


Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
4/01/20
    Ending
Account Value
9/30/20
    Expenses
Paid During
Period (p)
4/01/20-9/30/20
 
A   Actual     0.72%       $1,000.00       $1,169.63       $3.91  
  Hypothetical (h)     0.72%       $1,000.00       $1,021.40       $3.64  
B   Actual     1.48%       $1,000.00       $1,164.79       $8.01  
  Hypothetical (h)     1.48%       $1,000.00       $1,017.60       $7.47  
C   Actual     1.48%       $1,000.00       $1,164.44       $8.01  
  Hypothetical (h)     1.48%       $1,000.00       $1,017.60       $7.47  
I   Actual     0.48%       $1,000.00       $1,170.46       $2.60  
  Hypothetical (h)     0.48%       $1,000.00       $1,022.60       $2.43  
R1   Actual     1.48%       $1,000.00       $1,164.82       $8.01  
  Hypothetical (h)     1.48%       $1,000.00       $1,017.60       $7.47  
R2   Actual     0.98%       $1,000.00       $1,168.10       $5.31  
  Hypothetical (h)     0.98%       $1,000.00       $1,020.10       $4.95  
R3   Actual     0.73%       $1,000.00       $1,168.81       $3.96  
  Hypothetical (h)     0.73%       $1,000.00       $1,021.35       $3.69  
R4   Actual     0.48%       $1,000.00       $1,170.84       $2.61  
  Hypothetical (h)     0.48%       $1,000.00       $1,022.60       $2.43  
R6   Actual     0.40%       $1,000.00       $1,170.92       $2.17  
  Hypothetical (h)     0.40%       $1,000.00       $1,023.00       $2.02  
529A   Actual     0.76%       $1,000.00       $1,169.34       $4.12  
  Hypothetical (h)     0.76%       $1,000.00       $1,021.20       $3.84  
529B   Actual     0.64%       $1,000.00       $1,169.78       $3.47  
  Hypothetical (h)     0.64%       $1,000.00       $1,021.80       $3.23  
529C   Actual     1.53%       $1,000.00       $1,164.41       $8.28  
  Hypothetical (h)     1.53%       $1,000.00       $1,017.35       $7.72  

 

(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 183/366 (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 April 1, 2020 through September 30, 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,

 

12


Expense Table – continued

 

and the hypothetical expenses paid during the period would have been approximately 1.53%, $8.30, and $7.72 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 A and Class 529A shares, this rebate reduced the expense ratios above by 0.01% and 0.02%, respectively. See Note 3 in the Notes to Financial Statements for additional information.

 

13


PORTFOLIO OF INVESTMENTS

9/30/20

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 - 58.9%               
Aerospace - 2.3%               
Honeywell International, Inc.      473,351     $ 77,918,308  
L3Harris Technologies, Inc.      159,910       27,159,114  
Lockheed Martin Corp.      84,373       32,338,484  
Northrop Grumman Corp.      115,997       36,595,894  
    

 

 

 
             $ 174,011,800  
Alcoholic Beverages - 0.4%               
Diageo PLC      870,610     $ 29,825,548  
Automotive - 0.8%               
Aptiv PLC      145,207     $ 13,312,578  
Lear Corp.      317,306       34,602,219  
LKQ Corp. (a)      524,481       14,543,858  
    

 

 

 
             $ 62,458,655  
Broadcasting - 0.1%               
Omnicom Group, Inc.      125,214     $ 6,198,093  
Brokerage & Asset Managers - 2.8%               
BlackRock, Inc.      58,965     $ 33,229,726  
Blackstone Group, Inc.      391,743       20,448,985  
Cboe Global Markets, Inc.      292,049       25,624,379  
Charles Schwab Corp.      1,219,028       44,165,385  
Invesco Ltd.      1,158,952       13,223,642  
NASDAQ, Inc.      204,848       25,136,898  
T. Rowe Price Group, Inc.      168,442       21,597,633  
TD Ameritrade Holding Corp.      680,533       26,642,867  
    

 

 

 
             $ 210,069,515  
Business Services - 2.7%               
Accenture PLC, “A”      325,096     $ 73,468,445  
Amdocs Ltd.      408,196       23,434,532  
Equifax, Inc.      160,886       25,243,013  
Fidelity National Information Services, Inc.      261,688       38,523,091  
Fiserv, Inc. (a)      403,090       41,538,425  
    

 

 

 
             $ 202,207,506  
Cable TV - 2.1%               
Comcast Corp., “A”      3,469,358     $ 160,492,501  

 

14


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Chemicals - 1.2%               
3M Co.      241,069     $ 38,614,433  
PPG Industries, Inc.      426,280       52,040,262  
    

 

 

 
             $ 90,654,695  
Computer Software - 3.1%               
Adobe Systems, Inc. (a)      93,541     $ 45,875,313  
Microsoft Corp.      765,474       161,002,146  
Oracle Corp.      471,230       28,132,431  
    

 

 

 
             $ 235,009,890  
Computer Software - Systems - 1.0%               
Apple, Inc.      657,316     $ 76,123,766  
Construction - 1.6%               
Masco Corp.      1,217,506     $ 67,121,106  
Otis Worldwide Corp.      195,393       12,196,431  
Stanley Black & Decker, Inc.      164,914       26,749,051  
Vulcan Materials Co.      116,516       15,792,578  
    

 

 

 
             $ 121,859,166  
Consumer Products - 0.9%               
Colgate-Palmolive Co.      449,654     $ 34,690,806  
Kimberly-Clark Corp.      219,763       32,450,205  
    

 

 

 
             $ 67,141,011  
Electrical Equipment - 0.8%               
Johnson Controls International PLC      1,420,291     $ 58,018,887  
Electronics - 3.2%               
Applied Materials, Inc.      417,442     $ 24,816,927  
Intel Corp.      1,362,101       70,529,590  
NXP Semiconductors N.V.      230,492       28,767,706  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR      697,043       56,509,276  
Texas Instruments, Inc.      435,575       62,195,754  
    

 

 

 
             $ 242,819,253  
Energy - Independent - 0.8%               
ConocoPhillips      488,718     $ 16,049,499  
Hess Corp.      589,790       24,140,105  
Pioneer Natural Resources Co.      97,319       8,368,461  
Valero Energy Corp.      231,456       10,026,674  
    

 

 

 
             $ 58,584,739  
Energy - Integrated - 0.1%               
BP PLC      3,125,174     $ 9,081,344  

 

15


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Food & Beverages - 2.7%               
Archer Daniels Midland Co.      725,041     $ 33,707,156  
Danone S.A.      443,098       28,687,356  
General Mills, Inc.      481,400       29,692,752  
J.M. Smucker Co.      137,219       15,851,539  
Mondelez International, Inc.      397,081       22,812,303  
Nestle S.A.      400,204       47,509,153  
PepsiCo, Inc.      187,873       26,039,198  
    

 

 

 
             $ 204,299,457  
Food & Drug Stores - 0.7%               
Wal-Mart Stores, Inc.      353,119     $ 49,404,879  
Health Maintenance Organizations - 1.4%               
Cigna Corp.      630,184     $ 106,759,471  
Insurance - 3.0%               
AON PLC      329,186     $ 67,911,072  
Chubb Ltd.      521,591       60,567,147  
Marsh & McLennan Cos., Inc.      225,445       25,858,541  
Reinsurance Group of America, Inc.      136,090       12,954,407  
Travelers Cos., Inc.      355,304       38,440,340  
Willis Towers Watson PLC      92,901       19,399,587  
    

 

 

 
             $ 225,131,094  
Internet - 0.4%               
Alphabet, Inc., “A” (a)      19,165     $ 28,088,224  
Leisure & Toys - 0.3%               
Electronic Arts, Inc. (a)      169,147     $ 22,058,460  
Machinery & Tools - 2.3%               
Caterpillar, Inc.      199,698     $ 29,784,957  
Eaton Corp. PLC      904,697       92,306,235  
Ingersoll Rand, Inc. (a)      696,041       24,779,060  
Trane Technologies PLC      206,142       24,994,717  
    

 

 

 
             $ 171,864,969  
Major Banks - 4.1%               
Bank of America Corp.      2,745,762     $ 66,145,407  
Goldman Sachs Group, Inc.      561,001       112,744,371  
JPMorgan Chase & Co.      1,081,330       104,099,639  
PNC Financial Services Group, Inc.      204,384       22,463,845  
    

 

 

 
             $ 305,453,262  

 

16


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Medical & Health Technology & Services - 1.2%               
McKesson Corp.      291,751     $ 43,450,476  
Quest Diagnostics, Inc.      430,506       49,288,632  
    

 

 

 
             $ 92,739,108  
Medical Equipment - 3.4%               
Becton, Dickinson and Co.      119,549     $ 27,816,662  
Danaher Corp.      389,949       83,967,718  
Medtronic PLC      833,426       86,609,630  
Thermo Fisher Scientific, Inc.      127,712       56,387,402  
    

 

 

 
             $ 254,781,412  
Metals & Mining - 0.2%               
Rio Tinto PLC      255,066     $ 15,390,204  
Natural Gas - Distribution - 0.2%               
Sempra Energy      90,333     $ 10,691,814  
Natural Gas - Pipeline - 0.3%               
Enterprise Products Partners LP      1,320,461     $ 20,850,079  
Other Banks & Diversified Financials - 2.0%               
Northern Trust Corp.      293,091     $ 22,852,305  
Truist Financial Corp.      2,202,593       83,808,664  
U.S. Bancorp      1,280,232       45,896,317  
    

 

 

 
             $ 152,557,286  
Pharmaceuticals - 4.8%               
Bayer AG      259,745     $ 16,234,922  
Eli Lilly & Co.      224,488       33,228,714  
Johnson & Johnson      1,015,855       151,240,492  
Merck & Co., Inc.      1,074,029       89,090,706  
Pfizer, Inc.      804,826       29,537,114  
Roche Holding AG      127,925       43,771,309  
    

 

 

 
             $ 363,103,257  
Railroad & Shipping - 1.3%               
Union Pacific Corp.      502,210     $ 98,870,083  
Real Estate - 0.5%               
Public Storage, Inc., REIT      59,069     $ 13,155,848  
STORE Capital Corp., REIT      967,931       26,550,347  
    

 

 

 
             $ 39,706,195  

 

17


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Restaurants - 0.5%               
Starbucks Corp.      398,461     $ 34,235,769  
Specialty Chemicals - 0.6%               
Axalta Coating Systems Ltd. (a)      929,325     $ 20,603,135  
DuPont de Nemours, Inc.      440,958       24,464,350  
    

 

 

 
             $ 45,067,485  
Specialty Stores - 1.1%               
Home Depot, Inc.      121,177     $ 33,652,065  
Target Corp.      308,492       48,562,810  
    

 

 

 
             $ 82,214,875  
Telecommunications - Wireless - 0.4%               
T-Mobile USA, Inc. (a)      260,893     $ 29,835,723  
Tobacco - 1.1%               
Altria Group, Inc.      142,845     $ 5,519,531  
Philip Morris International, Inc.      980,059       73,494,624  
    

 

 

 
             $ 79,014,155  
Trucking - 0.3%               
United Parcel Service, Inc., “B”      120,004     $ 19,996,267  
Utilities - Electric Power - 2.2%               
Duke Energy Corp.      751,497     $ 66,552,574  
Exelon Corp.      839,128       30,007,217  
Pinnacle West Capital Corp.      148,018       11,034,742  
Public Service Enterprise Group, Inc.      223,724       12,284,685  
Southern Co.      835,813       45,317,781  
    

 

 

 
             $ 165,196,999  
Total Common Stocks (Identified Cost, $2,987,606,172)

 

  $ 4,421,866,896  
Bonds - 38.5%               
Aerospace - 0.3%               
BAE Systems PLC, 3.4%, 4/15/2030 (n)    $ 3,450,000     $ 3,855,760  
Huntington Ingalls Industries, Inc., 3.844%, 5/01/2025 (n)      1,837,000       2,018,486  
L3Harris Technologies, Inc., 3.85%, 6/15/2023      7,508,000       8,128,557  
Lockheed Martin Corp., 2.8%, 6/15/2050      1,352,000       1,421,014  
Raytheon Technologies Corp., 4.125%, 11/16/2028      5,363,000       6,350,462  
    

 

 

 
             $ 21,774,279  

 

18


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Apparel Manufacturers - 0.0%               
NIKE, Inc., “B”, 3.25%, 3/27/2040    $ 2,738,000     $ 3,132,583  
Asset-Backed & Securitized - 4.7%               
ALM Loan Funding, CLO, 2013-7R2A, “A1B2”, FLR, 1.675% (LIBOR - 3mo. + 1.4%), 10/15/2027 (n)    $ 13,305,000     $ 12,879,839  
AREIT CRE Trust, 2018-CRE2, “A”, FLR, 1.132% (LIBOR - 1mo. + 0.98%), 11/14/2035 (n)      4,729,159       4,649,354  
AREIT CRE Trust, 2019-CRE3, “AS”, FLR, 1.452% (LIBOR - 1mo. + 1.3%), 9/14/2036 (n)      10,151,500       9,662,056  
Avis Budget Rental Car Funding LLC, 2019-1A, “A”, 3.45%, 3/20/2023 (n)      11,630,000       11,901,060  
Bancorp Commercial Mortgage Trust, 2018-CRE4, “A”, FLR, 1.052% (LIBOR - 1mo. + 0.9%), 9/15/2035 (n)      2,115,816       2,088,264  
Bancorp Commercial Mortgage Trust, 2019-CRE6, “AS”, FLR, 1.452% (LIBOR - 1mo. + 1.3%), 9/15/2036 (n)      10,512,013       10,079,906  
Bayview Financial Revolving Mortgage Loan Trust, FLR, 1.744% (LIBOR - 1mo. + 1.6%), 12/28/2040 (n)      2,171,333       2,249,067  
BDS Ltd., 2019-FL4, “A”, FLR, 1.55% (LIBOR - 1mo. + 1.4%), 8/15/2035 (n)      12,606,500       12,480,734  
BDS Ltd., 2019-FL4, “A”, FLR, 1.25% (LIBOR - 1mo. + 1.10%), 8/15/2036 (n)      7,275,500       7,207,292  
Chesapeake Funding II LLC, 2018-1A, “A1”, 3.04%, 4/15/2030 (n)      1,988,260       2,031,775  
Commercial Mortgage Pass-Through Certificates, 2019-BN17, “A4”, 3.714%, 4/15/2052      8,356,000       9,702,060  
Commercial Mortgage Trust, 2015-DC1, “A5”, 3.35%, 2/10/2048      7,000,000       7,624,774  
Commercial Mortgage Trust, 2015-LC21, “A4”, 3.708%, 7/10/2048      9,641,397       10,663,236  
Commercial Mortgage Trust, 2015-PC1, “A5”, 3.902%, 7/10/2050      11,000,000       12,223,423  
CSAIL Commercial Mortgage Trust, 2015-C2, “A4”, 3.504%, 6/15/2057      5,534,308       6,098,310  
Cutwater Ltd., 2015-1A, “AR”, FLR, 1.495% (LIBOR - 3mo. + 1.22%), 1/15/2029 (n)      13,072,786       12,996,912  
Dryden Senior Loan Fund, 2013-26A, “AR”, CLO, FLR, 1.175% (LIBOR - 3mo. + 0.9%), 4/15/2029 (n)      8,528,000       8,435,488  
Dryden Senior Loan Fund, 2018-55A, “A1”, CLO, FLR, 1.295% (LIBOR - 3mo. + 1.02%), 4/15/2031 (n)      11,647,598       11,509,458  
Exantas Capital Corp. CLO Ltd., 2019-RS07, “A”, FLR, 1.15% (LIBOR - 1mo. + 1%), 4/15/2036 (n)      1,012,054       997,995  
Exeter Automobile Receivables Trust, 2020-1, 2.26%, 4/15/2024 (n)      2,195,000       2,227,669  
Figueroa CLO Ltd., 2014-1A, “BR”, FLR, 1.775% (LIBOR - 3mo. + 1.5%), 1/15/2027 (n)      3,980,000       3,955,810  

 

19


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Asset-Backed & Securitized - continued               
Fort CRE LLC, 2018-1A, “A1”, FLR, 1.501% (LIBOR - 1mo. + 1.35%), 11/16/2035 (n)    $ 4,954,000     $ 4,908,062  
GLS Auto Receivables Trust, 2020-1A, “A”, 2.17%, 2/15/2024 (n)      2,441,279       2,473,143  
GMAC Mortgage Corp. Loan Trust, FGIC, 5.805%, 10/25/2036      538,455       563,162  
GS Mortgage Securities Trust, 2015-GC30, “A4”, 3.382%, 5/10/2050      10,734,280       11,729,646  
GS Mortgage Securities Trust, 2019-GSA1, “A4”, 3.047%, 11/10/2052      6,631,389       7,432,297  
JPMBB Commercial Mortgage Securities Trust, 2015-C28, “A4”, 3.227%, 10/15/2048      13,361,337       14,511,573  
KKR Real Estate Financial Trust, Inc., 2018-FL1, “A”, FLR, 1.25% (LIBOR - 1mo. + 1.1%), 6/15/2036 (n)      6,595,500       6,546,034  
Magnetite XVI Ltd., 2015-16A, “AR”, FLR, 1.072% (LIBOR - 3mo. + 0.8%), 1/18/2028 (n)      4,950,205       4,898,232  
MF1 CLO Ltd., 2019-FL2, “A”, FLR, 1.278% (LIBOR - 1mo. + 1.13%), 12/25/2034 (n)      13,400,000       13,173,875  
Morgan Stanley Bank of America Merrill Lynch Trust, 2017-C34, “A4”, 3.536%, 11/15/2052      4,195,516       4,741,720  
Morgan Stanley Capital I Trust, 2017-H1, “A5”, 3.53%, 6/15/2050      3,903,759       4,415,240  
Mountain Hawk CLO Ltd., 2014-3A, “BR”, FLR, 2.071% (LIBOR - 3mo. + 1.8%), 4/18/2025 (n)      13,096,831       13,064,652  
Neuberger Berman CLO Ltd., 2015-20, “AR”, FLR, 1.075% (LIBOR - 3mo. + 0.8%), 1/15/2028 (n)      5,423,052       5,372,710  
Oaktree CLO Ltd., 2015-1A, “A2AR”, FLR, 1.622% (LIBOR - 3mo. + 1.35%), 10/20/2027 (n)      2,435,945       2,379,175  
Residential Funding Mortgage Securities, Inc., FGIC, 5.32%, 12/25/2035      588,894       586,851  
Santander Retail Auto Lease Trust, 2020-A, “B”, 1.88%, 3/20/2024 (n)      4,984,000       5,084,271  
Sound Point CLO Ltd., 2015-3A, “AR”, FLR, 1.162% (LIBOR -3mo. + 0.89%), 1/20/2028 (n)      1,442,380       1,437,486  
UBS Commercial Mortgage Trust, 2017-C8, “A4”, 3.983%, 2/15/2051      8,990,000       10,400,980  
UBS Commercial Mortgage Trust, 2019-C16, “A4”, 3.605%, 4/15/2052      30,000,000       34,075,548  
UBS Commercial Mortgage Trust, 2019-C17, “A4”, 2.921%, 9/15/2052      7,465,644       8,217,450  
Venture Corp. Ltd., FLR, 1.455% (LIBOR - 3mo. + 1.2%), 2/28/2026 (n)      14,050,000       13,718,856  
Verizon Owner Trust, 2020-A, “B”, 1.98%, 7/22/2024      7,967,000       8,238,373  
Veros Auto Receivables Trust, 2020-1, “A”, 1.67%, 9/15/2023 (n)      4,505,998       4,518,795  

 

20


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Asset-Backed & Securitized - continued               
Wells Fargo Commercial Mortgage Trust, 2015-NXS1, “A5”, 3.148%, 5/15/2048    $ 6,507,931     $ 7,045,981  
    

 

 

 
             $ 351,198,594  
Automotive - 0.6%               
General Motors Co., 6.75%, 4/01/2046    $ 3,268,000     $ 4,022,832  
General Motors Financial Co., Inc., 4.35%, 4/09/2025      1,891,000       2,051,402  
General Motors Financial Co., Inc., 2.75%, 6/20/2025      3,662,000       3,746,658  
Hyundai Capital America, 2.65%, 2/10/2025 (n)      3,356,000       3,456,008  
Hyundai Capital America, 3%, 2/10/2027 (n)      5,731,000       5,921,676  
Lear Corp., 3.8%, 9/15/2027      7,427,000       7,838,391  
Lear Corp., 4.25%, 5/15/2029      2,779,000       3,008,507  
Magna International, Inc., 2.45%, 6/15/2030      7,852,000       8,270,956  
Toyota Motor Credit Corp., 3.375%, 4/01/2030      4,000,000       4,610,899  
Volkswagen Group of America Finance LLC, 3.35%, 5/13/2025 (n)      3,155,000       3,445,090  
    

 

 

 
             $ 46,372,419  
Broadcasting - 0.2%               
RELX Capital, Inc., 3%, 5/22/2030    $ 2,209,000     $ 2,415,395  
Walt Disney Co., 3.5%, 5/13/2040      5,166,000       5,840,711  
Walt Disney Co., 3.6%, 1/13/2051      3,172,000       3,574,550  
    

 

 

 
             $ 11,830,656  
Brokerage & Asset Managers - 0.5%               
E*TRADE Financial Corp., 2.95%, 8/24/2022    $ 2,227,000     $ 2,320,084  
E*TRADE Financial Corp., 4.5%, 6/20/2028      3,325,000       3,901,439  
Intercontinental Exchange, Inc., 2.35%, 9/15/2022      1,220,000       1,263,847  
Intercontinental Exchange, Inc., 4%, 10/15/2023      2,971,000       3,271,071  
Intercontinental Exchange, Inc., 2.1%, 6/15/2030      7,617,000       7,871,636  
Intercontinental Exchange, Inc., 1.85%, 9/15/2032      2,267,000       2,252,419  
National Securities Clearing Corp., 1.5%, 4/23/2025 (n)      4,549,000       4,690,341  
Raymond James Financial, Inc., 4.95%, 7/15/2046      6,556,000       8,478,799  
    

 

 

 
             $ 34,049,636  
Building - 0.2%               
CRH America Finance, Inc., 4.5%, 4/04/2048 (n)    $ 3,379,000     $ 3,916,990  
Martin Marietta Materials, Inc., 3.5%, 12/15/2027      2,740,000       3,079,858  
Martin Marietta Materials, Inc., 2.5%, 3/15/2030      803,000       836,498  
Masco Corp., 4.375%, 4/01/2026      5,605,000       6,507,087  
Vulcan Materials Co., 3.5%, 6/01/2030      1,366,000       1,529,812  
    

 

 

 
             $ 15,870,245  

 

21


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Business Services - 0.5%               
Equinix, Inc., 2.625%, 11/18/2024    $ 9,891,000     $ 10,516,664  
Equinix, Inc., 1.8%, 7/15/2027      6,440,000       6,500,160  
Fiserv, Inc., 2.65%, 6/01/2030      1,526,000       1,642,106  
Fiserv, Inc., 4.4%, 7/01/2049      5,204,000       6,527,903  
Tencent Holdings Ltd., 2.39%, 6/03/2030 (n)      5,676,000       5,771,536  
Verisk Analytics, Inc., 4.125%, 3/15/2029      7,699,000       9,079,367  
    

 

 

 
             $ 40,037,736  
Cable TV - 0.4%               
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 4.908%, 7/23/2025    $ 5,325,000     $ 6,156,886  
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 5.375%, 5/01/2047      1,523,000       1,808,351  
Comcast Corp., 3.45%, 2/01/2050      5,380,000       6,077,566  
Comcast Corp., 2.8%, 1/15/2051      3,299,000       3,338,269  
Cox Communications, Inc., 1.8%, 10/01/2030 (n)      4,721,000       4,665,660  
Time Warner Entertainment Co. LP, 8.375%, 7/15/2033      7,170,000       10,981,639  
    

 

 

 
             $ 33,028,371  
Chemicals - 0.1%               
Sherwin-Williams Co., 4.5%, 6/01/2047    $ 5,394,000     $ 6,700,875  
Computer Software - 0.2%               
Dell International LLC/EMC Corp., 4.9%, 10/01/2026 (n)    $ 5,910,000     $ 6,680,798  
Microsoft Corp., 2.525%, 6/01/2050      6,521,000       6,819,785  
    

 

 

 
             $ 13,500,583  
Computer Software - Systems - 0.3%               
Apple, Inc., 2.85%, 5/11/2024    $ 6,746,000     $ 7,279,140  
Apple, Inc., 2.05%, 9/11/2026      1,349,000       1,442,343  
Apple, Inc., 3.35%, 2/09/2027      1,814,000       2,074,741  
Apple, Inc., 3.85%, 5/04/2043      5,286,000       6,589,865  
Apple, Inc., 3.85%, 8/04/2046      3,373,000       4,200,153  
    

 

 

 
             $ 21,586,242  
Conglomerates - 0.3%               
Carrier Global Corp., 3.377%, 4/05/2040 (n)    $ 3,373,000     $ 3,533,974  
Roper Technologies, Inc., 4.2%, 9/15/2028      2,666,000       3,180,622  
Roper Technologies, Inc., 2.95%, 9/15/2029      1,686,000       1,855,830  
Roper Technologies, Inc., 2%, 6/30/2030      5,392,000       5,496,562  
Westinghouse Air Brake Co., 3.2%, 6/15/2025      2,874,000       3,029,648  
Westinghouse Air Brake Technologies Corp., 4.4%, 3/15/2024      1,213,000       1,317,341  
Westinghouse Air Brake Technologies Corp., 4.95%, 9/15/2028      6,210,000       7,236,590  
    

 

 

 
             $ 25,650,567  

 

22


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Consumer Products - 0.2%               
Estee Lauder Cos., Inc., 2.6%, 4/15/2030    $ 3,262,000     $ 3,563,748  
Kimberly-Clark Corp., 3.1%, 3/26/2030      902,000       1,034,744  
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)      6,003,000       6,487,004  
Reckitt Benckiser Treasury Services PLC, 2.75%, 6/26/2024 (n)      6,336,000       6,745,957  
    

 

 

 
             $ 17,831,453  
Consumer Services - 0.8%               
Amazon.com, Inc., 2.5%, 6/03/2050    $ 5,656,000     $ 5,769,230  
Booking Holdings, Inc., 2.75%, 3/15/2023      11,638,000       12,216,561  
Booking Holdings, Inc., 4.5%, 4/13/2027      1,631,000       1,915,028  
Experian Finance PLC, 4.25%, 2/01/2029 (n)      5,108,000       6,075,626  
IHS Markit Ltd., 3.625%, 5/01/2024      1,224,000       1,323,022  
IHS Markit Ltd., 4.75%, 2/15/2025 (n)      1,976,000       2,238,729  
IHS Markit Ltd., 4%, 3/01/2026 (n)      5,987,000       6,675,505  
IHS Markit Ltd., 4.25%, 5/01/2029      1,836,000       2,129,907  
Visa, Inc., 3.15%, 12/14/2025      14,802,000       16,561,138  
Western Union Co., 2.85%, 1/10/2025      2,040,000       2,150,503  
    

 

 

 
             $ 57,055,249  
Electronics - 0.5%               
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.5%, 1/15/2028    $ 9,409,000     $ 10,166,047  
Broadcom, Inc., 4.25%, 4/15/2026      4,336,000       4,885,029  
Broadcom, Inc., 4.15%, 11/15/2030      2,117,000       2,378,119  
Broadcom, Inc., 4.3%, 11/15/2032      5,509,000       6,293,432  
Intel Corp., 4.75%, 3/25/2050      7,529,000       10,368,337  
    

 

 

 
             $ 34,090,964  
Energy - Integrated - 0.2%               
BP Capital Markets PLC, 4.742%, 3/11/2021    $ 4,892,000     $ 4,987,392  
Eni S.p.A., 4.75%, 9/12/2028 (n)      5,928,000       6,894,381  
Total Capital International S.A., 3.127%, 5/29/2050      6,133,000       6,365,202  
    

 

 

 
             $ 18,246,975  
Financial Institutions - 0.2%               
AerCap Ireland Capital DAC, 4.875%, 1/16/2024    $ 1,093,000     $ 1,132,076  
AerCap Ireland Capital DAC, 3.65%, 7/21/2027      8,502,000       7,787,753  
Avolon Holdings Funding Ltd., 4.375%, 5/01/2026 (n)      2,464,000       2,341,717  
Avolon Holdings Funding Ltd., 3.25%, 2/15/2027 (n)      2,571,000       2,293,669  
    

 

 

 
             $ 13,555,215  
Food & Beverages - 0.7%               
Anheuser-Busch InBev S.A., 8%, 11/15/2039    $ 5,850,000     $ 9,433,141  
Constellation Brands, Inc., 3.5%, 5/09/2027      9,893,000       11,059,433  

 

23


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Food & Beverages - continued               
Diageo Capital PLC, 2.375%, 10/24/2029    $ 9,244,000     $ 9,834,051  
General Mills, Inc., 4%, 4/17/2025      7,528,000       8,526,578  
General Mills, Inc., 2.875%, 4/15/2030      1,554,000       1,703,840  
Keurig Dr Pepper, Inc., 3.2%, 5/01/2030      1,270,000       1,424,865  
Keurig Dr Pepper, Inc., 3.8%, 5/01/2050      2,592,000       2,982,149  
Mondelez International, Inc., 1.5%, 2/04/2031      1,803,000       1,757,569  
Mondelez International, Inc., 2.625%, 9/04/2050      1,761,000       1,709,731  
PepsiCo, Inc., 3.5%, 3/19/2040      2,018,000       2,389,791  
    

 

 

 
             $ 50,821,148  
Gaming & Lodging - 0.2%               
GLP Capital LP/GLP Financing II, Inc., 5.3%, 1/15/2029    $ 5,487,000     $ 6,110,707  
Las Vegas Sands Corp., 3.9%, 8/08/2029      3,182,000       3,181,403  
Marriott International, Inc., 4%, 4/15/2028      6,516,000       6,712,026  
Marriott International, Inc., 4.625%, 6/15/2030      900,000       963,853  
    

 

 

 
             $ 16,967,989  
Insurance - 0.3%               
AIA Group Ltd., 3.375%, 4/07/2030 (n)    $ 2,277,000     $ 2,554,416  
American International Group, Inc., 4.875%, 6/01/2022      10,460,000       11,212,548  
American International Group, Inc., 3.75%, 7/10/2025      7,000,000       7,835,579  
    

 

 

 
             $ 21,602,543  
Insurance - Health - 0.3%               
UnitedHealth Group, Inc., 3.75%, 7/15/2025    $ 9,796,000     $ 11,180,874  
UnitedHealth Group, Inc., 3.5%, 8/15/2039      1,303,000       1,496,912  
UnitedHealth Group, Inc., 3.7%, 8/15/2049      6,746,000       8,071,019  
    

 

 

 
             $ 20,748,805  
Insurance - Property & Casualty - 0.3%               
Aon Corp., 3.75%, 5/02/2029    $ 8,112,000     $ 9,356,986  
Hartford Financial Services Group, Inc., 3.6%, 8/19/2049      3,261,000       3,642,233  
Liberty Mutual Group, Inc., 3.951%, 10/15/2050 (n)      3,352,000       3,742,036  
Marsh & McLennan Cos., Inc., 4.75%, 3/15/2039      2,844,000       3,743,734  
    

 

 

 
             $ 20,484,989  
International Market Quasi-Sovereign - 0.1%               
Temasek Financial I Ltd. (Republic of Singapore),
2.375%, 1/23/2023 (n)
   $ 10,140,000     $ 10,574,504  
Internet - 0.0%               
Alphabet, Inc., 1.9%, 8/15/2040    $ 3,375,000     $ 3,246,976  

 

24


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Machinery & Tools - 0.1%               
CNH Industrial Capital LLC, 4.2%, 1/15/2024    $ 5,788,000     $ 6,218,787  
CNH Industrial Capital LLC, 1.875%, 1/15/2026      1,600,000       1,597,822  
    

 

 

 
             $ 7,816,609  
Major Banks - 2.1%               
Bank of America Corp., 4.1%, 7/24/2023    $ 7,970,000     $ 8,725,619  
Bank of America Corp., 3.004%, 12/20/2023      1,833,000       1,924,275  
Bank of America Corp., 4.125%, 1/22/2024      10,657,000       11,803,624  
Bank of America Corp., 3.366% to 1/23/2025, FLR (LIBOR - 3mo. + 0.81%) to 1/23/2026      5,404,000       5,898,313  
Bank of America Corp., 3.5%, 4/19/2026      8,997,000       10,080,641  
Bank of America Corp., 2.676% to 6/19/2040, FLR (SOFR + 1.93%) to 6/19/2041      7,032,000       7,180,244  
Bank of New York Mellon Corp., 1.6%, 4/24/2025      6,487,000       6,742,794  
Goldman Sachs Group, Inc., 2.6%, 2/07/2030      10,118,000       10,694,673  
JPMorgan Chase & Co., 3.2%, 1/25/2023      14,643,000       15,565,188  
JPMorgan Chase & Co., 3.782% to 2/01/2027, FLR (LIBOR - 3mo. + 1.337%) to 2/01/2028      16,313,000       18,450,630  
JPMorgan Chase & Co., 2.956% to 5/13/2030, FLR (SOFR + 2.515%) to 5/13/2031      1,989,000       2,134,007  
JPMorgan Chase & Co., 3.109% to 4/22/2040, FLR (SOFR + 2.46%) to 4/22/2041      10,109,000       10,965,628  
JPMorgan Chase & Co., 3.897% to 1/23/2048, FLR (LIBOR - 3mo. + 1.22%) to 1/23/2049      3,658,000       4,402,004  
Morgan Stanley, 3.125%, 1/23/2023      1,002,000       1,059,384  
Morgan Stanley, 3.875%, 4/29/2024      6,520,000       7,195,074  
Morgan Stanley, 4%, 7/23/2025      2,939,000       3,321,805  
Morgan Stanley, 2.699% to 1/22/2030, FLR (SOFR +
1.143%) to 1/22/2031
     14,836,000       15,803,236  
PNC Bank N.A., 2.7%, 10/22/2029      2,565,000       2,770,247  
Royal Bank of Canada, 1.15%, 6/10/2025      9,783,000       9,919,650  
State Street Corp., 2.901% to 3/30/2025, FLR (SOFR + 2.7%) to 3/30/2026 (n)      1,443,000       1,569,054  
    

 

 

 
             $ 156,206,090  
Medical & Health Technology & Services - 0.8%               
Alcon, Inc., 2.6%, 5/27/2030 (n)    $ 944,000     $ 999,298  
Alcon, Inc., 3.8%, 9/23/2049 (n)      4,915,000       5,556,798  
Becton, Dickinson and Co., 3.125%, 11/08/2021      3,168,000       3,256,184  
Becton, Dickinson and Co., 4.669%, 6/06/2047      5,897,000       7,281,618  
Cigna Corp., 3.2%, 3/15/2040      1,953,000       2,070,347  
HCA, Inc., 5.125%, 6/15/2039      7,327,000       8,891,770  
Laboratory Corp. of America Holdings, 3.2%, 2/01/2022      1,494,000       1,545,881  
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045      5,294,000       6,738,650  

 

25


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Medical & Health Technology & Services - continued         
Northwell Healthcare, Inc., 3.979%, 11/01/2046    $ 520,000     $ 568,780  
Northwell Healthcare, Inc., 4.26%, 11/01/2047      4,156,000       4,771,016  
Thermo Fisher Scientific, Inc., 2.95%, 9/19/2026      7,303,000       8,129,834  
Thermo Fisher Scientific, Inc., 3.2%, 8/15/2027      7,755,000       8,727,352  
    

 

 

 
             $ 58,537,528  
Medical Equipment - 0.4%               
Abbott Laboratories, 4.9%, 11/30/2046    $ 5,880,000     $ 8,336,667  
Boston Scientific Corp., 3.75%, 3/01/2026      8,132,000       9,267,048  
Danaher Corp., 2.6%, 10/01/2050      4,039,000       3,959,596  
Zimmer Biomet Holdings, Inc., 3.55%, 4/01/2025      7,149,000       7,903,137  
    

 

 

 
             $ 29,466,448  
Metals & Mining - 0.1%               
Anglo American Capital PLC, 2.625%, 9/10/2030 (n)    $ 4,651,000     $ 4,638,350  
Glencore Funding LLC, 4.125%, 5/30/2023 (n)      4,071,000       4,364,478  
    

 

 

 
             $ 9,002,828  
Midstream - 0.6%               
Cheniere Energy, Inc., 3.7%, 11/15/2029 (n)    $ 5,271,000     $ 5,478,589  
Enbridge, Inc., 2.5%, 1/15/2025      3,348,000       3,522,914  
Enterprise Products Operating LLC, 4.2%, 1/31/2050      2,777,000       2,952,372  
Kinder Morgan Energy Partners LP, 4.15%, 2/01/2024      5,700,000       6,237,237  
ONEOK, Inc., 4.95%, 7/13/2047      7,952,000       7,459,298  
Plains All American Pipeline LP, 3.8%, 9/15/2030      5,546,000       5,377,857  
Sabine Pass Liquefaction LLC, 5%, 3/15/2027      7,216,000       8,139,174  
Sabine Pass Liquefaction LLC, 4.5%, 5/15/2030 (n)      1,825,000       2,055,774  
Spectra Energy Partners LP, 3.375%, 10/15/2026      2,932,000       3,227,277  
    

 

 

 
             $ 44,450,492  
Mortgage-Backed - 11.9%               
Fannie Mae, 5%, 12/01/2020 - 3/01/2042    $ 8,216,957     $ 9,419,277  
Fannie Mae, 6%, 1/01/2021 - 7/01/2037      6,185,271       7,116,339  
Fannie Mae, 2.73%, 4/01/2023      600,936       628,373  
Fannie Mae, 2.41%, 5/01/2023      911,556       947,176  
Fannie Mae, 2.55%, 5/01/2023      856,652       893,092  
Fannie Mae, 2.59%, 5/01/2023      901,882       941,204  
Fannie Mae, 2.62%, 5/01/2023      598,723       625,228  
Fannie Mae, 5.25%, 8/01/2024      921,200       1,036,810  
Fannie Mae, 3.5%, 5/25/2025 - 11/01/2048      76,831,459       83,042,433  
Fannie Mae, 2.7%, 7/01/2025      1,007,000       1,090,833  
Fannie Mae, 3.43%, 6/01/2026      1,119,771       1,256,160  
Fannie Mae, 4.54%, 7/01/2026      936,952       1,079,647  
Fannie Mae, 2.28%, 11/01/2026      1,337,619       1,433,227  
Fannie Mae, 2.584%, 12/25/2026      4,588,000       4,994,934  
Fannie Mae, 3.95%, 1/01/2027      902,538       1,043,653  

 

26


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Mortgage-Backed - continued               
Fannie Mae, 3%, 11/01/2028 - 9/01/2050    $ 55,922,055     $ 59,497,016  
Fannie Mae, 4.96%, 6/01/2030      491,769       592,046  
Fannie Mae, 6.5%, 6/01/2031 - 7/01/2037      2,365,773       2,741,354  
Fannie Mae, 2.5%, 11/01/2031 - 7/01/2050      19,921,884       21,053,949  
Fannie Mae, 5.5%, 2/01/2033 - 4/01/2040      11,239,431       13,035,818  
Fannie Mae, 3%, 2/25/2033 (i)      1,348,259       141,420  
Fannie Mae, 4.5%, 8/01/2033 - 6/01/2044      23,566,485       26,412,659  
Fannie Mae, 3.25%, 5/25/2040      554,059       600,221  
Fannie Mae, 4%, 9/01/2040 - 6/01/2047      59,488,498       65,299,947  
Fannie Mae, 2%, 10/25/2040 - 4/25/2046      3,546,745       3,658,878  
Fannie Mae, 4%, 7/25/2046 (i)      1,161,157       217,516  
Fannie Mae, TBA, 2%, 10/19/2035 - 11/15/2050      57,025,000       58,996,287  
Fannie Mae, TBA, 3%, 10/19/2035 - 10/14/2050      43,225,000       45,296,522  
Fannie Mae, TBA, 2.5%, 10/25/2035 - 11/12/2050      59,665,000       62,453,159  
Fannie Mae, TBA, 3.5%, 10/25/2035 - 10/14/2050      17,325,000       18,275,334  
Fannie Mae, TBA, 1.5%, 11/17/2035      5,775,000       5,904,699  
Freddie Mac, 3.034%, 10/25/2020      4,800       4,799  
Freddie Mac, 6%, 5/01/2021 - 6/01/2037      2,496,929       2,908,652  
Freddie Mac, 2.791%, 1/25/2022      3,221,000       3,298,398  
Freddie Mac, 2.51%, 11/25/2022      4,700,000       4,873,147  
Freddie Mac, 3.111%, 2/25/2023      5,200,000       5,483,182  
Freddie Mac, 3.32%, 2/25/2023      2,023,000       2,145,175  
Freddie Mac, 3.25%, 4/25/2023      6,006,000       6,369,186  
Freddie Mac, 3.06%, 7/25/2023      1,116,000       1,186,839  
Freddie Mac, 3.458%, 8/25/2023      2,578,000       2,776,392  
Freddie Mac, 1.022%, 4/25/2024 (i)      10,514,353       256,543  
Freddie Mac, 0.631%, 7/25/2024 (i)      40,823,000       771,293  
Freddie Mac, 0.732%, 7/25/2024 (i)      13,835,397       248,152  
Freddie Mac, 4.5%, 8/01/2024 - 5/01/2042      3,869,622       4,315,866  
Freddie Mac, 0.43%, 8/25/2024 (i)      44,106,000       592,463  
Freddie Mac, 0.529%, 8/25/2024 (i)      81,356,509       1,074,549  
Freddie Mac, 3.064%, 8/25/2024      2,295,000       2,484,841  
Freddie Mac, 0.489%, 10/25/2024 (i)      59,572,080       722,395  
Freddie Mac, 3.171%, 10/25/2024      3,005,000       3,294,819  
Freddie Mac, 0.4%, 11/25/2024 (i)      44,690,000       522,591  
Freddie Mac, 2.67%, 12/25/2024      3,687,000       3,981,221  
Freddie Mac, 3.329%, 5/25/2025      4,698,000       5,245,908  
Freddie Mac, 3.01%, 7/25/2025      1,275,000       1,405,569  
Freddie Mac, 3.151%, 11/25/2025      2,984,000       3,322,833  
Freddie Mac, 3.5%, 12/01/2025 - 10/25/2058      50,290,078       54,122,526  
Freddie Mac, 0.773%, 6/25/2027 (i)      39,273,000       1,692,600  
Freddie Mac, 0.889%, 6/25/2027 (i)      12,727,977       567,533  
Freddie Mac, 0.711%, 7/25/2027 (i)      34,113,624       1,223,233  
Freddie Mac, 0.461%, 8/25/2027 (i)      27,934,000       663,972  

 

27


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Mortgage-Backed - continued               
Freddie Mac, 0.564%, 8/25/2027 (i)    $ 18,108,475     $ 493,159  
Freddie Mac, 0.406%, 9/25/2027 (i)      30,183,000       622,512  
Freddie Mac, 0.325%, 11/25/2027 (i)      47,333,000       723,608  
Freddie Mac, 0.418%, 11/25/2027 (i)      33,960,912       643,957  
Freddie Mac, 0.456%, 11/25/2027 (i)      30,295,499       674,490  
Freddie Mac, 0.37%, 12/25/2027 (i)      29,308,000       553,482  
Freddie Mac, 0.413%, 12/25/2027 (i)      32,765,000       707,894  
Freddie Mac, 0.493%, 12/25/2027 (i)      52,127,605       1,261,921  
Freddie Mac, 3.65%, 2/25/2028      2,634,000       3,098,574  
Freddie Mac, 3.9%, 4/25/2028      4,975,000       5,961,440  
Freddie Mac, 3.926%, 7/25/2028      160,692       193,228  
Freddie Mac, 1.218%, 7/25/2029 (i)      857,928       72,187  
Freddie Mac, 1.269%, 8/25/2029 (i)      13,442,840       1,183,533  
Freddie Mac, 1.916%, 4/25/2030 (i)      2,500,000       384,698  
Freddie Mac, 1.985%, 4/25/2030 (i)      7,819,828       1,245,986  
Freddie Mac, 1.765%, 5/25/2030 (i)      4,048,749       583,066  
Freddie Mac, 1.906%, 5/25/2030 (i)      8,995,049       1,386,979  
Freddie Mac, 1.436%, 6/25/2030 (i)      3,687,431       432,508  
Freddie Mac, 1.6%, 9/25/2030 (i)      3,331,192       471,650  
Freddie Mac, 0.445%, 11/25/2032 (i)      25,833,068       750,732  
Freddie Mac, 3%, 2/15/2033 (i)      1,966,034       153,640  
Freddie Mac, 5%, 9/01/2033 - 7/01/2041      4,857,069       5,580,773  
Freddie Mac, 5.5%, 12/01/2033 - 10/01/2035      2,329,733       2,709,586  
Freddie Mac, 6.5%, 5/01/2034 - 7/01/2037      1,248,133       1,413,695  
Freddie Mac, 5.5%, 2/15/2036 (i)      269,337       52,432  
Freddie Mac, 4%, 8/01/2037 - 8/01/2047      32,447,681       35,088,166  
Freddie Mac, 3%, 1/01/2038 - 2/25/2059      51,199,237       55,029,251  
Freddie Mac, 2.5%, 8/01/2040      1,085,038       1,156,566  
Freddie Mac, 4.5%, 12/15/2040 (i)      279,319       26,721  
Freddie Mac, 4%, 8/15/2044 (i)      328,186       39,715  
Ginnie Mae, 2.5%, 7/20/2032      950,000       1,008,407  
Ginnie Mae, 6%, 9/15/2032 - 1/15/2038      2,297,661       2,687,947  
Ginnie Mae, 5.5%, 12/15/2032 - 4/20/2035      1,891,281       2,203,256  
Ginnie Mae, 4.5%, 7/15/2033 - 7/20/2049      10,773,675       11,770,418  
Ginnie Mae, 5%, 7/20/2033 - 10/15/2034      621,189       706,849  
Ginnie Mae, 4%, 1/20/2041 - 2/20/2042      5,753,947       6,323,152  
Ginnie Mae, 3.5%, 12/15/2041 - 3/20/2048      25,554,858       27,464,526  
Ginnie Mae, 3%, 4/20/2045 - 9/20/2050      47,212,125       49,882,701  
Ginnie Mae, 0.636%, 2/16/2059 (i)      15,592,296       766,099  
Ginnie Mae, TBA, 2.5%, 10/15/2050 - 11/19/2050      11,675,000       12,257,267  
Ginnie Mae, TBA, 3%, 10/15/2050      650,000       680,583  
Ginnie Mae, TBA, 2%, 10/21/2050      7,150,000       7,428,178  
Ginnie Mae, TBA, 3.5%, 10/21/2050 - 11/15/2050      22,069,718       23,242,515  
Ginnie Mae, TBA, 4%, 10/21/2050      5,050,000       5,365,526  
    

 

 

 
             $ 889,763,461  

 

28


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Municipals - 0.3%               
New Jersey Economic Development Authority State Pension Funding Rev., “A” , NATL, 7.425%, 2/15/2029    $ 8,500,000     $ 10,576,635  
New Jersey Turnpike Authority Rev. (Build America Bonds), “F”, 7.414%, 1/01/2040      5,815,000       9,863,694  
State of Florida, “A”, 2.154%, 7/01/2030      4,514,000       4,572,140  
    

 

 

 
             $ 25,012,469  
Natural Gas - Distribution - 0.1%               
NiSource, Inc., 2.95%, 9/01/2029    $ 5,114,000     $ 5,552,534  
NiSource, Inc., 5.65%, 2/01/2045      2,500,000       3,449,000  
    

 

 

 
             $ 9,001,534  
Natural Gas - Pipeline - 0.2%               
APT Pipelines Ltd., 4.2%, 3/23/2025 (n)    $ 9,121,000     $ 10,066,574  
APT Pipelines Ltd., 4.25%, 7/15/2027 (n)      822,000       929,374  
    

 

 

 
             $ 10,995,948  
Network & Telecom - 0.4%               
AT&T, Inc., 3%, 6/30/2022    $ 6,074,000     $ 6,316,848  
AT&T, Inc., 3.65%, 9/15/2059 (n)      5,709,000       5,608,234  
Verizon Communications, Inc., 4.272%, 1/15/2036      6,744,000       8,318,680  
Verizon Communications, Inc., 4.812%, 3/15/2039      8,074,000       10,573,039  
    

 

 

 
             $ 30,816,801  
Oils - 0.3%               
Marathon Petroleum Corp., 4.75%, 9/15/2044    $ 3,655,000     $ 3,810,407  
Phillips 66 Co., 2.15%, 12/15/2030      12,136,000       11,802,218  
Valero Energy Corp., 4.9%, 3/15/2045      7,872,000       8,762,636  
    

 

 

 
             $ 24,375,261  
Other Banks & Diversified Financials - 0.4%               
BBVA Bancomer S.A. de C.V., 6.75%, 9/30/2022 (n)    $ 4,730,000     $ 5,098,940  
Branch Banking & Trust Co., 2.25%, 3/11/2030      8,444,000       8,711,274  
Capital One Financial Corp., 3.75%, 3/09/2027      5,953,000       6,609,885  
Citigroup, Inc., 2.666% to 1/29/2030, FLR (SOFR + 1.146%) to 1/29/2031      10,118,000       10,649,160  
    

 

 

 
             $ 31,069,259  
Pollution Control - 0.1%               
Republic Services, Inc., 3.95%, 5/15/2028    $ 4,185,000     $ 4,930,316  
Republic Services, Inc., 1.45%, 2/15/2031      3,555,000       3,505,939  
    

 

 

 
             $ 8,436,255  
Real Estate - Other - 0.0%               
Prologis, Inc., REIT, 2.25%, 4/15/2030    $ 2,526,000     $ 2,684,842  

 

29


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Real Estate - Retail - 0.2%               
Brixmor Operating Partnership LP, REIT, 4.125%, 5/15/2029    $ 624,000     $ 675,969  
Brixmor Operating Partnership LP, REIT, 4.05%, 7/01/2030      5,878,000       6,287,047  
Realty Income Corp., REIT, 3.25%, 1/15/2031      2,050,000       2,268,626  
VEREIT Operating Partnership LP, REIT, 3.1%, 12/15/2029      5,435,000       5,444,503  
    

 

 

 
             $ 14,676,145  
Retailers - 0.4%               
Best Buy Co., Inc., 4.45%, 10/01/2028    $ 7,122,000     $ 8,445,534  
Costco Wholesale Corp., 1.75%, 4/20/2032      6,739,000       6,914,014  
Home Depot, Inc., 5.95%, 4/01/2041      1,578,000       2,386,112  
Home Depot, Inc., 3.9%, 6/15/2047      3,838,000       4,738,567  
Target Corp., 2.25%, 4/15/2025      10,101,000       10,823,418  
    

 

 

 
             $ 33,307,645  
Specialty Stores - 0.1%               
TJX Cos., Inc., 3.75%, 4/15/2027    $ 1,347,000     $ 1,544,237  
TJX Cos., Inc., 3.875%, 4/15/2030      1,615,000       1,915,569  
TJX Cos., Inc., 4.5%, 4/15/2050      1,141,000       1,473,091  
    

 

 

 
             $ 4,932,897  
Telecommunications - Wireless - 0.5%               
American Tower Corp., REIT, 3%, 6/15/2023    $ 3,098,000     $ 3,280,969  
American Tower Corp., REIT, 3.6%, 1/15/2028      3,756,000       4,213,108  
American Tower Corp., REIT, 3.1%, 6/15/2050      5,568,000       5,506,953  
American Tower Trust I, REIT, 3.07%, 3/15/2048 (n)      5,425,000       5,536,442  
Crown Castle International Corp., 1.35%, 7/15/2025      2,485,000       2,511,964  
Crown Castle International Corp., 3.65%, 9/01/2027      8,690,000       9,723,895  
T-Mobile USA, Inc., 2.05%, 2/15/2028 (n)      5,621,000       5,754,892  
T-Mobile USA, Inc., 4.5%, 4/15/2050 (n)      692,000       830,175  
    

 

 

 
             $ 37,358,398  
Telephone Services - 0.1%               
Deutsche Telekom AG, 3.625%, 1/21/2050 (n)    $ 3,952,000     $ 4,381,010  
Tobacco - 0.0%               
B.A.T. Capital Corp., 4.906%, 4/02/2030    $ 1,647,000     $ 1,942,534  
Transportation - Services - 0.1%               
ERAC USA Finance LLC, 7%, 10/15/2037 (n)    $ 5,736,000     $ 8,290,186  
U.S. Government Agencies and Equivalents - 0.0%               
Small Business Administration, 4.35%, 7/01/2023    $ 56,984     $ 59,161  
Small Business Administration, 4.77%, 4/01/2024      176,299       183,908  
Small Business Administration, 5.18%, 5/01/2024      308,263       324,886  

 

30


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
U.S. Government Agencies and Equivalents - continued         
Small Business Administration, 5.52%, 6/01/2024    $ 147,849     $ 156,466  
Small Business Administration, 4.99%, 9/01/2024      302,523       318,531  
Small Business Administration, 4.95%, 3/01/2025      271,944       286,636  
    

 

 

 
             $ 1,329,588  
U.S. Treasury Obligations - 6.0%               
U.S. Treasury Bonds, 3.5%, 2/15/2039    $ 5,140,000     $ 7,224,712  
U.S. Treasury Bonds, 2.875%, 5/15/2043      55,466,000       72,554,295  
U.S. Treasury Bonds, 2.5%, 2/15/2045      5,313,000       6,553,253  
U.S. Treasury Bonds, 3%, 11/15/2045      215,000       289,452  
U.S. Treasury Bonds, 2.875%, 11/15/2046      14,148,000       18,741,679  
U.S. Treasury Bonds, 3%, 2/15/2048      22,502,000       30,651,943  
U.S. Treasury Bonds, 2.375%, 11/15/2049      44,780,000       54,831,011  
U.S. Treasury Notes, 1.375%, 1/31/2022      187,100,000       190,206,152  
U.S. Treasury Notes, 1.375%, 1/31/2025      63,000,000       66,098,320  
    

 

 

 
             $ 447,150,817  
Utilities - Electric Power - 1.1%               
Berkshire Hathaway Energy Co., 3.75%, 11/15/2023    $ 3,550,000     $ 3,870,705  
Berkshire Hathaway Energy Co., 4.25%, 10/15/2050 (n)      922,000       1,147,904  
Duke Energy Corp., 2.65%, 9/01/2026      1,590,000       1,720,021  
Duke Energy Progress LLC, 3.45%, 3/15/2029      7,168,000       8,274,812  
Enel Finance International N.V., 2.65%, 9/10/2024      2,983,000       3,162,791  
Enel Finance International N.V., 4.875%, 6/14/2029 (n)      5,951,000       7,298,767  
Enel Finance International N.V., 4.75%, 5/25/2047 (n)      2,194,000       2,721,184  
Evergy, Inc., 2.9%, 9/15/2029      5,701,000       6,118,972  
Exelon Corp., 4.05%, 4/15/2030      6,734,000       7,899,241  
FirstEnergy Corp., 3.4%, 3/01/2050      3,815,000       3,700,845  
Georgia Power Co., 3.7%, 1/30/2050      530,000       589,325  
Jersey Central Power & Light Co., 4.3%, 1/15/2026 (n)      4,533,000       5,182,206  
Northern States Power Co., 2.6%, 6/01/2051      6,741,000       6,843,800  
Oncor Electric Delivery Co. LLC, 5.75%, 3/15/2029      4,555,000       5,989,304  
Pacific Gas & Electric Co., 2.1%, 8/01/2027      1,714,000       1,658,415  
Pacific Gas & Electric Co., 3.3%, 8/01/2040      3,291,000       3,022,195  
PPL Capital Funding, Inc., 5%, 3/15/2044      1,773,000       2,210,476  
PPL Corp., 3.4%, 6/01/2023      4,920,000       5,239,435  
Xcel Energy, Inc., 3.4%, 6/01/2030      3,419,000       3,926,795  
Xcel Energy, Inc., 3.5%, 12/01/2049      4,030,000       4,476,923  
    

 

 

 
             $ 85,054,116  
Utilities - Gas - 0.1%               
East Ohio Gas Co., 2%, 6/15/2030 (n)    $ 4,728,000     $ 4,896,991  
Total Bonds (Identified Cost, $2,699,276,293)

 

  $ 2,890,915,748  

 

31


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Convertible Preferred Stocks - 1.0%               
Automotive - 0.2%               
Aptiv PLC, 5.5%      122,000     $ 13,837,240  
Medical Equipment - 0.4%               
Boston Scientific Corp., 5.5%      182,698     $ 20,438,425  
Danaher Corp., 4.75%      3,976       5,867,980  
    

 

 

 
             $ 26,306,405  
Telecommunications - Wireless - 0.2%               
T-Mobile USA, Inc., 5.25%      16,855     $ 18,174,409  
Utilities - Electric Power - 0.2%               
CenterPoint Energy, Inc., 7%      493,865     $ 17,996,441  
Total Convertible Preferred Stocks
(Identified Cost, $76,394,479)

 

  $ 76,314,495  
Preferred Stocks - 0.3%               
Electronics - 0.3%               
Samsung Electronics Co. Ltd. (Identified Cost, $15,592,231)      409,695     $ 17,690,977  
Investment Companies (h) - 4.5%               
Money Market Funds - 4.5%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $335,647,449)
     335,623,836     $ 335,623,836  
Other Assets, Less Liabilities - (3.2)%           (238,776,066)  
Net Assets - 100.0%            $ 7,503,635,886  

 

(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 $335,623,836 and $7,406,788,116, respectively.

(i)

Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.

(n)

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $389,913,053, representing 5.2% of net assets.

(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
CLO   Collateralized Loan Obligation

 

32


Portfolio of Investments – continued

 

FGIC   Financial Guaranty Insurance Co.
FLR   Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.
LIBOR   London Interbank Offered Rate
NATL   National Public Finance Guarantee Corp.
REIT   Real Estate Investment Trust
SOFR   Secured Overnight Financing Rate
TBA   To Be Announced

See Notes to Financial Statements

 

33


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 9/30/20

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, $5,778,869,175)

     $7,406,788,116  
Investments in affiliated issuers, at value (identified cost, $335,647,449)      335,623,836  
Cash      220,264  
Receivables for   

Investments sold

     6,238,422  

TBA sale commitments

     31,602,834  

Fund shares sold

     6,318,428  

Interest and dividends

     23,574,599  

Other assets

     2,569  

Total assets

     $7,810,369,068  
Liabilities         
Payables for   

Distributions

     $908,387  

Investments purchased

     19,218,432  

TBA purchase commitments

     271,875,757  

Fund shares reacquired

     11,320,337  

Payable to affiliates

  

Investment adviser

     142,577  

Administrative services fee

     3,072  

Shareholder servicing costs

     2,885,784  

Distribution and service fees

     68,371  

Program manager fees

     95  

Payable for independent Trustees’ compensation

     18,607  

Accrued expenses and other liabilities

     291,763  

Total liabilities

     $306,733,182  

Net assets

     $7,503,635,886  
Net assets consist of         

Paid-in capital

     $5,557,098,897  

Total distributable earnings (loss)

     1,946,536,989  

Net assets

     $7,503,635,886  

Shares of beneficial interest outstanding

     379,208,656  

 

34


Statement of Assets and Liabilities – continued

 

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

Class A

     $4,476,558,689        226,364,548        $19.78  

Class B

     94,906,384        4,788,666        19.82  

Class C

     482,339,656        24,207,949        19.92  

Class I

     848,687,187        42,926,617        19.77  

Class R1

     9,119,048        461,683        19.75  

Class R2

     125,160,370        6,306,596        19.85  

Class R3

     284,813,071        14,390,404        19.79  

Class R4

     251,641,112        12,710,443        19.80  

Class R6

     895,481,343        45,283,678        19.77  

Class 529A

     27,080,468        1,373,546        19.72  

Class 529B

     752,986        38,006        19.81  

Class 529C

     7,095,572        356,520        19.90  

 

(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 $20.99 [100 / 94.25 x $19.78] and $20.92 [100 / 94.25 x $19.72], 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

 

35


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 9/30/20

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

     $107,089,357  

Interest

     82,948,947  

Dividends from affiliated issuers

     1,449,322  

Other

     576,090  

Income on securities loaned

     343,999  

Foreign taxes withheld

     (1,108,228

Total investment income

     $191,299,487  

Expenses

  

Management fee

     $25,749,551  

Distribution and service fees

     19,500,099  

Shareholder servicing costs

     7,085,908  

Program manager fees

     17,482  

Administrative services fee

     572,331  

Independent Trustees’ compensation

     86,402  

Custodian fee

     291,784  

Shareholder communications

     263,811  

Audit and tax fees

     87,580  

Legal fees

     60,380  

Miscellaneous

     380,248  

Total expenses

     $54,095,576  

Fees paid indirectly

     (4,388

Reduction of expenses by distributor

     (326,099

Net expenses

     $53,765,089  

Net investment income (loss)

     $137,534,398  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $387,780,168  

Affiliated issuers

     5,387  

Foreign currency

     (270,310

Net realized gain (loss)

     $387,515,245  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers

     $(158,649,799

Affiliated issuers

     (32,690

Translation of assets and liabilities in foreign currencies

     195,063  

Net unrealized gain (loss)

     $(158,487,426

Net realized and unrealized gain (loss)

     $229,027,819  

Change in net assets from operations

     $366,562,217  

See Notes to Financial Statements

 

36


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  
     9/30/20      9/30/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $137,534,398        $160,917,103  

Net realized gain (loss)

     387,515,245        134,497,966  

Net unrealized gain (loss)

     (158,487,426      171,768,264  

Change in net assets from operations

     $366,562,217        $467,183,333  

Total distributions to shareholders

     $(242,786,662      $(338,868,704

Change in net assets from fund share transactions

     $(168,398,465      $(378,374,769

Total change in net assets

     $(44,622,910      $(250,060,140
Net assets                  

At beginning of period

     7,548,258,796        7,798,318,936  

At end of period

     $7,503,635,886        $7,548,258,796  

See Notes to Financial Statements

 

37


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  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $19.42       $19.09       $19.29       $18.19       $17.38  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.36       $0.41       $0.37       $0.38 (c)      $0.35  

Net realized and unrealized gain (loss)

    0.63       0.78       0.53       1.36       1.41  

Total from investment operations

    $0.99       $1.19       $0.90       $1.74       $1.76  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.37     $(0.39     $(0.38     $(0.39     $(0.44

From net realized gain

    (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

    $(0.63     $(0.86     $(1.10     $(0.64     $(0.95

Net asset value, end of period (x)

    $19.78       $19.42       $19.09       $19.29       $18.19  

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

    5.21       6.73       4.71       9.78 (c)      10.50  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.73       0.73       0.73       0.74 (c)      0.74  

Expenses after expense reductions (f)

    0.72       0.72       0.72       0.73 (c)      0.73  

Net investment income (loss)

    1.87       2.20       1.95       2.03 (c)      1.99  

Portfolio turnover

    92       39       33       38       32  

Net assets at end of period (000 omitted)

    $4,476,559       $4,666,095       $4,838,039       $4,779,558       $4,733,090  

See Notes to Financial Statements

 

38


Financial Highlights – continued

 

Class B   Year ended  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $19.45       $19.12       $19.31       $18.21       $17.40  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.22       $0.27       $0.23       $0.24 (c)      $0.22  

Net realized and unrealized gain (loss)

    0.63       0.77       0.53       1.36       1.40  

Total from investment operations

    $0.85       $1.04       $0.76       $1.60       $1.62  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.22     $(0.24     $(0.23     $(0.25     $(0.30

From net realized gain

    (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

    $(0.48     $(0.71     $(0.95     $(0.50     $(0.81

Net asset value, end of period (x)

    $19.82       $19.45       $19.12       $19.31       $18.21  

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

    4.44       5.90       3.94       8.94 (c)      9.66  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.48       1.48       1.48       1.49 (c)      1.49  

Expenses after expense reductions (f)

    1.48       1.47       1.48       1.48 (c)      1.49  

Net investment income (loss)

    1.12       1.44       1.19       1.29 (c)      1.24  

Portfolio turnover

    92       39       33       38       32  

Net assets at end of period (000 omitted)

    $94,906       $124,982       $152,200       $184,889       $205,806  
Class C   Year ended  
    9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

    $19.55       $19.21       $19.40       $18.29       $17.48  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.22       $0.27       $0.23       $0.24 (c)      $0.22  

Net realized and unrealized gain (loss)

    0.63       0.78       0.53       1.37       1.41  

Total from investment operations

    $0.85       $1.05       $0.76       $1.61       $1.63  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.22     $(0.24     $(0.23     $(0.25     $(0.31

From net realized gain

    (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

    $(0.48     $(0.71     $(0.95     $(0.50     $(0.82

Net asset value, end of period (x)

    $19.92       $19.55       $19.21       $19.40       $18.29  

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

    4.41       5.92       3.91       8.95 (c)      9.62  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.48       1.48       1.48       1.49 (c)      1.49  

Expenses after expense reductions (f)

    1.48       1.48       1.48       1.49 (c)      1.49  

Net investment income (loss)

    1.12       1.44       1.18       1.28 (c)      1.24  

Portfolio turnover

    92       39       33       38       32  

Net assets at end of period (000 omitted)

    $482,340       $602,145       $695,252       $1,054,574       $1,102,670  

See Notes to Financial Statements

 

39


Financial Highlights – continued

 

Class I    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $19.41       $19.08       $19.28       $18.18       $17.38  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.41       $0.45       $0.42       $0.39 (c)      $0.39  

Net realized and unrealized gain (loss)

     0.63       0.78       0.52       1.40       1.40  

Total from investment operations

     $1.04       $1.23       $0.94       $1.79       $1.79  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.42     $(0.43     $(0.42     $(0.44     $(0.48

From net realized gain

     (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

     $(0.68     $(0.90     $(1.14     $(0.69     $(0.99

Net asset value, end of period (x)

     $19.77       $19.41       $19.08       $19.28       $18.18  

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

     5.47       6.99       4.97       10.06 (c)      10.71  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.48       0.48       0.48       0.49 (c)      0.49  

Expenses after expense reductions (f)

     N/A       N/A       N/A       N/A       N/A  

Net investment income (loss)

     2.11       2.44       2.20       2.10 (c)      2.22  

Portfolio turnover

     92       39       33       38       32  

Net assets at end of period (000 omitted)

     $848,687       $663,464       $662,998       $593,250       $329,965  
Class R1    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $19.39       $19.06       $19.26       $18.17       $17.36  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.22       $0.27       $0.23       $0.24 (c)      $0.22  

Net realized and unrealized gain (loss)

     0.63       0.77       0.52       1.35       1.41  

Total from investment operations

     $0.85       $1.04       $0.75       $1.59       $1.63  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.23     $(0.24     $(0.23     $(0.25     $(0.31

From net realized gain

     (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

     $(0.49     $(0.71     $(0.95     $(0.50     $(0.82

Net asset value, end of period (x)

     $19.75       $19.39       $19.06       $19.26       $18.17  

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

     4.42       5.93       3.93       8.90 (c)      9.68  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.48       1.48       1.48       1.49 (c)      1.49  

Expenses after expense reductions (f)

     N/A       N/A       N/A       N/A       N/A  

Net investment income (loss)

     1.12       1.44       1.19       1.28 (c)      1.24  

Portfolio turnover

     92       39       33       38       32  

Net assets at end of period (000 omitted)

     $9,119       $10,508       $12,068       $12,517       $14,031  

See Notes to Financial Statements

 

40


Financial Highlights – continued

 

Class R2    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $19.48       $19.15       $19.34       $18.24       $17.43  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.31       $0.36       $0.32       $0.33 (c)      $0.31  

Net realized and unrealized gain (loss)

     0.64       0.78       0.54       1.36       1.40  

Total from investment operations

     $0.95       $1.14       $0.86       $1.69       $1.71  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.32     $(0.34     $(0.33     $(0.34     $(0.39

From net realized gain

     (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

     $(0.58     $(0.81     $(1.05     $(0.59     $(0.90

Net asset value, end of period (x)

     $19.85       $19.48       $19.15       $19.34       $18.24  

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

     4.97       6.43       4.48       9.48 (c)      10.19  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.98       0.98       0.98       0.99 (c)      0.99  

Expenses after expense reductions (f)

     N/A       0.98       0.98       0.99 (c)      N/A  

Net investment income (loss)

     1.62       1.94       1.69       1.76 (c)      1.73  

Portfolio turnover

     92       39       33       38       32  

Net assets at end of period (000 omitted)

     $125,160       $165,893       $194,859       $229,263       $205,848  
Class R3    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $19.43       $19.10       $19.30       $18.20       $17.39  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.36       $0.41       $0.37       $0.37 (c)      $0.35  

Net realized and unrealized gain (loss)

     0.63       0.78       0.53       1.37       1.41  

Total from investment operations

     $0.99       $1.19       $0.90       $1.74       $1.76  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.37     $(0.39     $(0.38     $(0.39     $(0.44

From net realized gain

     (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

     $(0.63     $(0.86     $(1.10     $(0.64     $(0.95

Net asset value, end of period (x)

     $19.79       $19.43       $19.10       $19.30       $18.20  

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

     5.20       6.71       4.70       9.77 (c)      10.48  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.73       0.73       0.73       0.74 (c)      0.74  

Expenses after expense reductions (f)

     N/A       N/A       0.73       N/A       N/A  

Net investment income (loss)

     1.86       2.19       1.94       2.01 (c)      1.99  

Portfolio turnover

     92       39       33       38       32  

Net assets at end of period (000 omitted)

     $284,813       $290,210       $325,625       $331,072       $297,313  

See Notes to Financial Statements

 

41


Financial Highlights – continued

 

Class R4    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $19.44       $19.11       $19.31       $18.20       $17.40  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.41       $0.46       $0.42       $0.43 (c)      $0.39  

Net realized and unrealized gain (loss)

     0.63       0.77       0.52       1.37       1.40  

Total from investment operations

     $1.04       $1.23       $0.94       $1.80       $1.79  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.42     $(0.43     $(0.42     $(0.44     $(0.48

From net realized gain

     (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

     $(0.68     $(0.90     $(1.14     $(0.69     $(0.99

Net asset value, end of period (x)

     $19.80       $19.44       $19.11       $19.31       $18.20  

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

     5.47       6.98       4.96       10.10 (c)      10.69  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.48       0.48       0.48       0.49 (c)      0.49  

Expenses after expense reductions (f)

     N/A       N/A       N/A       N/A       N/A  

Net investment income (loss)

     2.11       2.45       2.19       2.29 (c)      2.23  

Portfolio turnover

     92       39       33       38       32  

Net assets at end of period (000 omitted)

     $251,641       $236,165       $249,073       $291,662       $297,677  
Class R6    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $19.42       $19.09       $19.29       $18.19       $17.38  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.42       $0.47       $0.44       $0.42 (c)      $0.41  

Net realized and unrealized gain (loss)

     0.63       0.78       0.52       1.38       1.41  

Total from investment operations

     $1.05       $1.25       $0.96       $1.80       $1.82  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.44     $(0.45     $(0.44     $(0.45     $(0.50

From net realized gain

     (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

     $(0.70     $(0.92     $(1.16     $(0.70     $(1.01

Net asset value, end of period (x)

     $19.77       $19.42       $19.09       $19.29       $18.19  

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

     5.50       7.07       5.06       10.14 (c)      10.86  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.40       0.40       0.40       0.40 (c)      0.41  

Expenses after expense reductions (f)

     N/A       N/A       N/A       N/A       N/A  

Net investment income (loss)

     2.19       2.52       2.29       2.27 (c)      2.31  

Portfolio turnover

     92       39       33       38       32  

Net assets at end of period (000 omitted)

     $895,481       $753,666       $632,943       $389,609       $169,348  

See Notes to Financial Statements

 

42


Financial Highlights – continued

 

Class 529A    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $19.36       $19.03       $19.24       $18.14       $17.34  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.35       $0.40       $0.36       $0.37 (c)      $0.34  

Net realized and unrealized gain (loss)

     0.64       0.78       0.52       1.36       1.40  

Total from investment operations

     $0.99       $1.18       $0.88       $1.73       $1.74  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.37     $(0.38     $(0.37     $(0.38     $(0.43

From net realized gain

     (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

     $(0.63     $(0.85     $(1.09     $(0.63     $(0.94

Net asset value, end of period (x)

     $19.72       $19.36       $19.03       $19.24       $18.14  

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

     5.19       6.71       4.63       9.77 (c)      10.42  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.78       0.78       0.79       0.84 (c)      0.84  

Expenses after expense reductions (f)

     0.76       0.76       0.77       0.77 (c)      0.77  

Net investment income (loss)

     1.83       2.16       1.91       1.97 (c)      1.95  

Portfolio turnover

     92       39       33       38       32  

Net assets at end of period (000 omitted)

     $27,080       $26,158       $24,945       $23,275       $21,204  
Class 529B    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $19.45       $19.11       $19.31       $18.21       $17.40  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.36       $0.30       $0.22       $0.23 (c)      $0.21  

Net realized and unrealized gain (loss)

     0.64       0.79       0.52       1.36       1.41  

Total from investment operations

     $1.00       $1.09       $0.74       $1.59       $1.62  
Less distributions declared to shareholders

 

                               

From net investment income

     $(0.38     $(0.28     $(0.22     $(0.24     $(0.30

From net realized gain

     (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

     $(0.64     $(0.75     $(0.94     $(0.49     $(0.81

Net asset value, end of period (x)

     $19.81       $19.45       $19.11       $19.31       $18.21  

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

     5.21       6.16       3.86       8.88 (c)      9.60  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     0.71       1.29       1.54       1.59 (c)      1.59  

Expenses after expense reductions (f)

     N/A       N/A       1.53       1.53 (c)      1.54  

Net investment income (loss)

     1.88       1.63       1.14       1.23 (c)      1.19  

Portfolio turnover

     92       39       33       38       32  

Net assets at end of period (000 omitted)

     $753       $981       $1,228       $1,483       $1,580  

See Notes to Financial Statements

 

43


Financial Highlights – continued

 

Class 529C    Year ended  
     9/30/20     9/30/19     9/30/18     9/30/17     9/30/16  

Net asset value, beginning of period

     $19.53       $19.20       $19.39       $18.28       $17.47  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

     $0.21       $0.26       $0.22       $0.23 (c)      $0.21  

Net realized and unrealized gain (loss)

     0.64       0.77       0.53       1.37       1.41  

Total from investment operations

     $0.85       $1.03       $0.75       $1.60       $1.62  
Less distributions declared to shareholders

 

                       

From net investment income

     $(0.22     $(0.23     $(0.22     $(0.24     $(0.30

From net realized gain

     (0.26     (0.47     (0.72     (0.25     (0.51

Total distributions declared to shareholders

     $(0.48     $(0.70     $(0.94     $(0.49     $(0.81

Net asset value, end of period (x)

     $19.90       $19.53       $19.20       $19.39       $18.28  

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

     4.38       5.82       3.89       8.91 (c)      9.57  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

     1.53       1.53       1.54       1.59 (c)      1.59  

Expenses after expense reductions (f)

     1.52       1.53       1.53       1.53 (c)      1.54  

Net investment income (loss)

     1.07       1.39       1.14       1.22 (c)      1.18  

Portfolio turnover

     92       39       33       38       32  

Net assets at end of period (000 omitted)

     $7,096       $7,994       $9,088       $11,223       $10,428  

 

(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

 

44


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Total Return Fund (the fund) is a diversified series of MFS Series Trust V (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

 

45


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. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid 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.

 

46


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 September 30, 2020 in valuing the fund’s assets or liabilities:

 

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

United States

    $4,204,230,164       $18,174,409       $—       $4,222,404,573  

Switzerland

    91,280,462                   91,280,462  

Taiwan

    56,509,276                   56,509,276  

United Kingdom

    9,081,344       45,215,752             54,297,096  

Netherlands

    28,767,706                   28,767,706  

France

    28,687,356                   28,687,356  

South Korea

    17,690,977                   17,690,977  

Germany

    16,234,922                   16,234,922  
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents           448,480,405             448,480,405  
Non-U.S. Sovereign Debt           10,574,504             10,574,504  
Municipal Bonds           25,012,469             25,012,469  
U.S. Corporate Bonds           1,000,675,541             1,000,675,541  
Residential Mortgage-Backed Securities           890,913,474             890,913,474  
Commercial Mortgage-Backed Securities           202,014,422             202,014,422  
Asset-Backed Securities (including CDOs)           148,034,159             148,034,159  
Foreign Bonds           165,210,774             165,210,774  
Mutual Funds     335,623,836                   335,623,836  
Total     $4,788,106,043       $2,954,305,909       $—       $7,742,411,952  

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.

 

47


Notes to Financial Statements – continued

 

Security Loans – Under its Securities Lending Agency Agreement with the fund, JPMorgan Chase and Co., 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 September 30, 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. 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. 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. 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.

 

48


Notes to Financial Statements – continued

 

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 invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. For these securities, the value of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.

The fund may purchase or sell mortgage-backed securities on a “To Be Announced” (TBA) basis. A TBA transaction is subject to extended settlement and typically does not designate the actual security to be delivered, but instead includes an approximate principal amount. The price of the TBA security and the date that it will be settled are fixed at the time the transaction is negotiated. The value of the security varies with market fluctuations and no interest accrues to the fund until settlement takes place. TBA purchase and sale commitments are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy and included in TBA purchase and TBA sale commitments in the Statement of Assets and Liabilities. Losses may arise as a result of changes in the value of the TBA investment prior to settlement date or due to counterparty non-performance. At the time that it enters into a TBA transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments.

The fund may also enter into mortgage dollar rolls, typically TBA dollar rolls, in which the fund sells TBA mortgage-backed securities to financial institutions and simultaneously agrees to repurchase similar (same issuer, type and coupon) securities at a later date at an agreed-upon price. During the period between the sale and repurchase, the fund will not be entitled to receive interest and principal payments on the securities sold. The fund accounts for dollar roll transactions as purchases and sales and realizes gains and losses on these transactions. Dollar roll transactions involve the risk that the market value of the securities that the fund is required to purchase may decline below the agreed upon repurchase price of those securities.

To mitigate the counterparty credit risk on TBA transactions, mortgage dollar rolls, and other types of forward settling mortgage-backed and asset-backed security transactions, the fund whenever possible enters into a Master Securities Forward Transaction Agreement (“MSFTA”) on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The MSFTA gives each party to the agreement the right to terminate all transactions traded under such

 

49


Notes to Financial Statements – continued

 

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 MSFTA, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction 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 MSFTA 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.

For mortgage-backed and asset-backed securities traded under a MSFTA, the collateral and margining requirements are contract specific. Collateral amounts across all transactions traded under such agreement are netted and an amount is posted from one party to the other to collateralize such obligations. Cash that has been pledged to cover the fund’s collateral or margin obligations under a MSFTA, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.

Fees Paid Indirectly – The fund’s custody fee may be reduced by a credit earned under an arrangement that measures the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended September 30, 2020, is shown as a reduction of total expenses 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 amortization and accretion of debt securities, wash sale loss deferrals, treating a portion of the proceeds from redemptions as a distribution for tax purposes, and partnership adjustments.

 

50


Notes to Financial Statements – continued

 

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

 

    Year ended
9/30/20
     Year ended
9/30/19
 
Ordinary income (including any short-term capital gains)     $142,526,798        $151,457,015  
Long-term capital gains     100,259,864        187,411,689  
Total distributions     $242,786,662        $338,868,704  

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

 

As of 9/30/20       
Cost of investments      $6,152,747,945  
Gross appreciation      1,708,692,990  
Gross depreciation      (119,028,983
Net unrealized appreciation (depreciation)      $1,589,664,007  
Undistributed ordinary income      19,871,793  
Undistributed long-term capital gain      347,077,815  
Other temporary differences      (10,076,626

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
9/30/20
     Year
ended
9/30/19
 
Class A      $148,579,563        $210,257,354  
Class B      2,841,336        5,370,954  
Class C      14,004,622        24,601,179  
Class I      24,450,966        31,083,162  
Class R1      255,049        419,199  
Class R2      4,494,387        7,849,093  
Class R3      9,409,536        14,302,727  
Class R4      8,493,195        11,580,802  
Class R6      29,176,726        31,913,119  
Class 529A      861,670        1,126,162  
Class 529B      29,330        43,150  
Class 529C      190,282        321,803  
Total      $242,786,662        $338,868,704  

 

51


Notes to Financial Statements – continued

 

(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 $6.3 billion      0.35
In excess of $6.3 billion      0.34

The management fee incurred for the year ended September 30, 2020 was equivalent to an annual effective rate of 0.35% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $587,499 and $8,510 for the year ended September 30, 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%        0.24%        $11,260,408  
Class B      0.75%        0.25%        1.00%        1.00%        1,083,757  
Class C      0.75%        0.25%        1.00%        1.00%        5,485,085  
Class R1      0.75%        0.25%        1.00%        1.00%        97,677  
Class R2      0.25%        0.25%        0.50%        0.50%        715,712  
Class R3             0.25%        0.25%        0.25%        713,522  
Class 529A             0.25%        0.25%        0.23%        66,171  
Class 529B      0.75%        0.25%        1.00%        0.19%        1,615  
Class 529C      0.75%        0.25%        1.00%        1.00%        76,152  
Total Distribution and Service Fees

 

           $19,500,099  

 

(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 September 30, 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 September 30, 2020, this rebate amounted to $314,750, $2,508, $3,506, $5,064, and $271 for Class A, Class B, Class C, Class 529A, and Class 529C, respectively, and is included in the reduction of total expenses in the Statement of

 

52


Notes to Financial Statements – continued

 

  Operations. For the year ended September 30, 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 September 30, 2020, were as follows:

 

     Amount  
Class A      $18,733  
Class B      103,398  
Class C      37,397  
Class 529B       
Class 529C      217  

During the year ended September 30, 2020, to meet the requirements of FINRA Rule 2341, MFD returned $569 of the CDSC collected in the prior fiscal year for Class 529B which had the effect of further reducing the annual effective distribution fee rate for this class by 0.065%.

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 September 30, 2020, were as follows:

 

     Fee  
Class 529A      $13,234  
Class 529B      437  
Class 529C      3,811  
Total Program Manager Fees      $17,482  

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 September 30, 2020, the fee was $1,129,462, which equated to 0.0153% 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

 

53


Notes to Financial Statements – continued

 

do not incur sub-accounting fees. For the year ended September 30, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $5,956,446.

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 September 30, 2020 was equivalent to an annual effective rate of 0.0078% 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 $973 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended September 30, 2020. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $7,039 at September 30, 2020, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

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 September 30, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $11,955,958 and $2,140,802, respectively. The sales transactions resulted in net realized gains (losses) of $(149,719).

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 September 30, 2020, this reimbursement amounted to $275,591, which is included in “Other” income in the Statement of Operations.

 

54


Notes to Financial Statements – continued

 

(4) Portfolio Securities

For the year ended September 30, 2020, purchases and sales of investments, other than short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $4,229,908,344        $4,818,952,808  
Non-U.S. Government securities      2,549,310,213        2,339,468,892  

(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
9/30/20
     Year ended
9/30/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     24,244,922        $467,717,424        18,618,887        $346,766,979  

Class B

     69,578        1,339,708        383,732        7,049,344  

Class C

     3,147,838        60,751,269        3,520,077        65,513,224  

Class I

     15,604,973        302,663,094        8,159,266        151,260,489  

Class R1

     48,451        914,084        46,688        863,741  

Class R2

     629,504        12,161,205        912,698        16,963,457  

Class R3

     3,050,178        59,042,685        2,749,285        51,134,535  

Class R4

     3,077,902        58,668,724        1,892,602        35,338,325  

Class R6

     15,939,311        305,273,223        11,795,111        219,137,566  

Class 529A

     205,668        3,982,163        218,500        4,019,574  

Class 529B

     2,310        43,644        4,104        75,986  

Class 529C

     42,487        810,891        59,890        1,125,876  
     66,063,122        $1,273,368,114        48,360,840        $899,249,096  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     7,175,980        $140,010,597        11,177,674        $197,957,221  

Class B

     133,761        2,628,215        282,412        4,954,540  

Class C

     621,418        12,264,023        1,217,147        21,463,934  

Class I

     1,058,122        20,629,701        1,463,785        25,994,476  

Class R1

     13,036        255,049        23,943        419,199  

Class R2

     221,662        4,348,411        406,782        7,201,287  

Class R3

     481,858        9,409,536        808,503        14,302,727  

Class R4

     396,633        7,738,472        614,085        10,901,577  

Class R6

     1,305,621        25,430,628        1,563,855        27,854,002  

Class 529A

     44,283        861,670        63,731        1,126,036  

Class 529B

     1,500        29,330        2,448        43,129  

Class 529C

     9,650        190,282        18,269        321,619  
     11,463,524        $223,795,914        17,642,634        $312,539,747  

 

55


Notes to Financial Statements – continued

 

     Year ended
9/30/20
     Year ended
9/30/19
 
     Shares      Amount      Shares      Amount  
Shares reacquired

 

        

Class A

     (45,371,858      $(871,739,779      (42,945,544      $(796,147,665

Class B

     (1,839,462      (35,132,306      (2,201,789      (40,945,250

Class C

     (10,354,610      (199,543,720      (10,127,414      (188,903,197

Class I

     (7,915,480      (149,700,779      (10,187,316      (187,800,899

Class R1

     (141,680      (2,667,322      (161,787      (2,994,396

Class R2

     (3,059,965      (57,869,272      (2,980,801      (55,478,364

Class R3

     (4,076,529      (78,305,802      (5,669,798      (104,821,153

Class R4

     (2,913,685      (55,522,481      (3,392,392      (62,287,575

Class R6

     (10,777,935      (208,327,064      (7,702,565      (143,304,372

Class 529A

     (227,508      (4,398,205      (241,662      (4,477,559

Class 529B

     (16,245      (312,994      (20,369      (377,909

Class 529C

     (104,830      (2,042,769      (142,363      (2,625,273
     (86,799,787      $(1,665,562,493      (85,773,800      $(1,590,163,612
Net change

 

        

Class A

     (13,950,956      $(264,011,758      (13,148,983      $(251,423,465

Class B

     (1,636,123      (31,164,383      (1,535,645      (28,941,366

Class C

     (6,585,354      (126,528,428      (5,390,190      (101,926,039

Class I

     8,747,615        173,592,016        (564,265      (10,545,934

Class R1

     (80,193      (1,498,189      (91,156      (1,711,456

Class R2

     (2,208,799      (41,359,656      (1,661,321      (31,313,620

Class R3

     (544,493      (9,853,581      (2,112,010      (39,383,891

Class R4

     560,850        10,884,715        (885,705      (16,047,673

Class R6

     6,466,997        122,376,787        5,656,401        103,687,196  

Class 529A

     22,443        445,628        40,569        668,051  

Class 529B

     (12,435      (240,020      (13,817      (258,794

Class 529C

     (52,693      (1,041,596      (64,204      (1,177,778
     (9,273,141      $(168,398,465      (19,770,326      $(378,374,769

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.

(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.

 

56


Notes to Financial Statements – continued

 

For the year ended September 30, 2020, the fund’s commitment fee and interest expense were $36,621 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     $100,761,592       $1,534,914,363       $1,300,024,816       $5,387       $(32,690     $335,623,836  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

      $1,449,322       $—  

(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.

 

57


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust V and the Shareholders of MFS Total Return Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Total Return Fund (the “Fund”), including the portfolio of investments, as of September 30, 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 September 30, 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. Our procedures included confirmation of securities owned as of September 30, 2020,

 

58


Report of Independent Registered Public Accounting Firm – continued

 

by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 13, 2020

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

 

59


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of November 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 57)   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

 

60


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

 

61


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)

 

62


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

 

63


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

 

64


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.

 

65


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

 

JPMorgan Chase Bank, NA

4 Metrotech Center

New York, NY 11245

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)  

Steven Gorham

Alexander Mackey

Joshua Marston

Johnathan Munko

Henry Peabody

Robert Persons

Jonathan Sage

Brooks Taylor

 

 

66


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Total Return 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

 

67


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 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

 

68


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. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $6.3 billion. The Trustees concluded that the breakpoint was sufficient to allow the Fund to benefit from economies of scale as its 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.

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

 

69


Board Review of Investment Advisory Agreement – continued

 

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.

 

70


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.

 

71


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 Web site 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 scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

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 scrolling to the “Resources” section 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 $140,972,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 58.51% 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).

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).

 

72


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.

 

73


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.

 

74


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 September 30, 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 Research Fund

     46,522        45,758  

MFS Total Return Fund

     73,369        72,156  
  

 

 

    

 

 

 

Total

     119,891        117,914  


     Audit Fees  
   2020      2019  

Fees billed by E&Y:

     

MFS International New Discovery Fund

     51,751        50,899  

For the fiscal years ended September 30, 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 Research Fund

     0        0        7,373        7,004        0        0  

To MFS Total Return Fund

     0        0        10,481        10,044        0        0  

Total fees billed by Deloitte To above Funds:

     0        0        17,854        17,048        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 Research Fund*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Total Return Fund*

     0        0        0        0        5,390        3,790  

 

     Aggregate Fees for Non-audit
Services
 
     2020      2019  

Fees billed by Deloitte

     

To MFS Research Fund, MFS and MFS Related Entities#

     906,513        10,794  

To MFS Total Return Fund, MFS and MFS Related Entities#

     909,621        13,834  

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees4  
     2020      2019      2020      2019      2020      2019  

Fees billed by E&Y:

                 

To MFS International New Discovery Fund

     0        0        9,794        9,642        2,799        2,723  
     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 International New Discovery 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 International New Discovery Fund, MFS and MFS Related Entities#

     2,182,171        1,933,592  


 *  

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 each series 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 V

 

By (Signature and Title)*    /S/ DAVID L. DILORENZO
  David L. DiLorenzo, President

Date: November 13, 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: November 13, 2020

 

By (Signature and Title)*    /S/ JAMES O. YOST
 

James O. Yost, Treasurer

(Principal Financial Officer

and Accounting Officer)

Date: November 13, 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 V

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 V;

 

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: November 13, 2020     /S/ JAMES O. YOST
    James O. Yost
   

Treasurer (Principal Financial Officer and

Accounting Officer)


EX-99.302CERT

MFS SERIES TRUST V

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 V;

 

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: November 13, 2020     /S/ DAVID L. DILORENZO
    David L. DiLorenzo
    President (Principal Executive Officer)

EX-99.906CERT

MFS SERIES TRUST V

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 V (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: November 13, 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 V

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 V (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: November 13, 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.