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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 811-06102

MFS SERIES TRUST VI

(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: October 31

Date of reporting period: October 31, 2020


Table of Contents
ITEM 1.

REPORTS TO STOCKHOLDERS.


Table of Contents

Annual Report

October 31, 2020

 

LOGO

 

MFS® Global Equity Fund

 

LOGO

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the complete reports will be made available on the fund’s Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site link to access the report.

If you are already signed up to receive shareholder reports by email, you will not be affected by this change and you need not take any action. You may sign up to receive shareholder reports and other communications from the fund by email by contacting your financial intermediary (such as a broker-dealer or bank) or, if you hold your shares directly with the fund, by calling 1-800-225-2606 or by logging on to MFS Access at mfs.com.

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you can call 1-800-225-2606 or send an email request to orderliterature@mfs.com to let the fund know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the MFS fund complex if you invest directly.

 

LGE-ANN

 


Table of Contents

MFS® Global Equity Fund

 

CONTENTS

 

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

 

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



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LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year, though

optimism over the development of vaccines and therapeutics later brightened the economic and market outlook. However, a great deal of uncertainty remains as case counts in the United States and Europe remain very high and it is still unclear when a vaccine will become widely available. In the United States, political uncertainty eased after former Vice President Joe Biden was projected the winner of the presidential election, though whether his party also gains control of Congress will not be known until two Senate runoff elections in Georgia in early January.

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

December 16, 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


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PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Thermo Fisher Scientific, Inc.     4.0%  
Comcast Corp., “A”     3.3%  
Visa, Inc., “A”     3.1%  
Medtronic PLC     3.1%  
Schneider Electric SE     3.0%  
Nestle S.A.     2.9%  
Accenture PLC, “A”     2.6%  
LVMH Moet Hennessy Louis
Vuitton SE
    2.5%  
Honeywell International, Inc.     2.3%  
Diageo PLC     2.1%  
GICS equity sectors (g)  
Health Care     20.5%  
Industrials     19.9%  
Consumer Staples     15.6%  
Information Technology     14.3%  
Financials     8.5%  
Consumer Discretionary     7.6%  
Communication Services     6.6%  
Materials     5.9%  
Real Estate     0.4%  
Issuer country weightings (x)  
United States     56.1%  
France     11.6%  
Switzerland     7.8%  
United Kingdom     6.5%  
Germany     4.1%  
Netherlands     3.0%  
Japan     2.7%  
Canada     2.1%  
Sweden     2.0%  
Other Countries     4.1%  
Currency exposure weightings (y)

 

United States Dollar     57.8%  
Euro     21.6%  
Swiss Franc     7.8%  
British Pound Sterling     6.3%  
Japanese Yen     2.7%  
Swedish Krona     2.0%  
South Korean Won     1.0%  
Danish Krone     0.5%  
Brazilian Real     0.2%  
Other Currencies     0.1%  
 

 

2


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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 and Other.

(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.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.

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

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

 

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MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2020, Class A shares of the MFS Global Equity Fund (fund) provided a total return of 0.83%, at net asset value. This compares with a return of 4.36% for the fund’s benchmark, the MSCI World Index (net div).

Market Environment

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

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

A combination of security selection and underweight positions in both the information technology and consumer discretionary sectors detracted from performance relative to the MSCI World Index. Within the information technology sector, not owning shares of

 

4


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Management Review – continued

 

strong-performing computer and personal electronics maker Apple and software giant Microsoft held back relative performance. The stock price of Apple increased during the reporting period. Despite headwinds related to COVID-19, Apple delivered strong results as product demand recovered more rapidly than expected. The shift toward work-from-home and remote learning helped support strong iPhone and iPad sales. Within the consumer discretionary sector, not owning shares of internet retailer Amazon.com and electric vehicle manufacturer Tesla weighed on relative performance. The share price of Amazon.com advanced as strong e-commerce volumes drove robust revenue and earnings that beat market expectations. Solid growth in the company’s Amazon Web Services cloud division also supported results. The fund’s overweight position in food catering company Compass Group (United Kingdom) also weakened relative returns.

Elsewhere, the fund’s overweight positions in food processing company Danone (France), life sciences company Bayer (Germany), diversified industrial manufacturer Rolls-Royce Holdings (United Kingdom) and premium drinks distributer Diageo (United Kingdom) hindered relative performance. Not owning shares of technology company Alphabet also held back relative returns. Shares of Alphabet rose as the company delivered revenue results that were ahead of estimates, driven by growth in Google Play & YouTube subscriptions and strength in search revenues.

Contributors to Performance

The fund’s underweight position in the energy sector contributed to relative performance during the reporting period. Within this sector, not holding shares of weak-performing integrated oil and gas company Exxon Mobil and global energy and petrochemicals company Royal Dutch Shell (United Kingdom) benefited relative results. The stock price of Exxon Mobil came under pressure after the company reported weaker-than-expected earnings, driven by lower prices, volume and production.

An underweight position in the financials sector further supported relative results, led by the fund’s avoidance of weak-performing diversified financial services firm Wells Fargo. The stock price of Wells Fargo declined, along with many other financial services stocks, as bond yields collapsed, notably on 10-year US Treasury bonds, and concerns about increased potential loan losses arose as global economic activity ground to a halt in efforts to stem the spread of the COVID-19 virus.

Stocks in other sectors that helped relative returns included the fund’s overweight positions in life sciences supply company Thermo Fisher Scientific, electrical distribution equipment manufacturer Schneider Electric (France), railroad company Kansas City Southern, ground delivery service company United Parcel Service, IT servicing firm Accenture and digital payment technology developer PayPal Holdings.

The timing of the fund’s cash and/or cash equivalents position during the period was also a contributor to relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity.

 

5


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Management Review – continued

 

Respectfully,

Portfolio Manager(s)

Ryan McAllister and Roger Morley

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


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PERFORMANCE SUMMARY THROUGH 10/31/20

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

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

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

7


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Performance Summary – continued

 

Total Returns through 10/31/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    9/07/93   0.83%   7.38%   9.06%   N/A    
    B    12/29/86   0.08%   6.58%   8.24%   N/A    
    C    1/03/94   0.09%   6.57%   8.24%   N/A    
    I    1/02/97   1.10%   7.65%   9.32%   N/A    
    R1    4/01/05   0.08%   6.57%   8.24%   N/A    
    R2    10/31/03   0.59%   7.11%   8.78%   N/A    
    R3    4/01/05   0.83%   7.37%   9.05%   N/A    
    R4    4/01/05   1.09%   7.64%   9.32%   N/A    
    R6    6/01/12   1.17%   7.74%   N/A   10.67%    
Comparative benchmark(s)                    
     MSCI World Index (net div) (f)   4.36%   8.13%   8.64%   N/A     
Average annual with sales charge                    
    A
With Initial Sales Charge (5.75%)
  (4.97)%   6.12%   8.41%   N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  (3.86)%   6.26%   8.24%   N/A    
    C
With CDSC (1% for 12 months) (v)
  (0.89)%   6.57%   8.24%   N/A    

CDSC – Contingent Deferred Sales Charge.

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

(f)

Source: FactSet Research Systems Inc.

(t)

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

(v)

Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

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

It is not possible to invest directly in an index.

 

(e)

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.

Notes to Performance Summary

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

 

8


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Performance Summary – continued

 

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.

 

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EXPENSE TABLE

Fund expenses borne by the shareholders during the period, May 1, 2020 through October 31, 2020

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

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Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
5/01/20
    Ending
Account Value
10/31/20
    Expenses
Paid During
Period (p)
5/01/20-10/31/20
 
A   Actual     1.15%       $1,000.00       $1,111.88       $6.10  
  Hypothetical (h)     1.15%       $1,000.00       $1,019.36       $5.84  
B   Actual     1.90%       $1,000.00       $1,107.99       $10.07  
  Hypothetical (h)     1.90%       $1,000.00       $1,015.58       $9.63  
C   Actual     1.90%       $1,000.00       $1,108.05       $10.07  
  Hypothetical (h)     1.90%       $1,000.00       $1,015.58       $9.63  
I   Actual     0.91%       $1,000.00       $1,113.64       $4.83  
  Hypothetical (h)     0.91%       $1,000.00       $1,020.56       $4.62  
R1   Actual     1.90%       $1,000.00       $1,107.73       $10.07  
  Hypothetical (h)     1.90%       $1,000.00       $1,015.58       $9.63  
R2   Actual     1.41%       $1,000.00       $1,110.75       $7.48  
  Hypothetical (h)     1.41%       $1,000.00       $1,018.05       $7.15  
R3   Actual     1.16%       $1,000.00       $1,111.96       $6.16  
  Hypothetical (h)     1.16%       $1,000.00       $1,019.30       $5.89  
R4   Actual     0.91%       $1,000.00       $1,113.45       $4.83  
  Hypothetical (h)     0.91%       $1,000.00       $1,020.56       $4.62  
R6   Actual     0.81%       $1,000.00       $1,113.82       $4.30  
  Hypothetical (h)     0.81%       $1,000.00       $1,021.06       $4.12  

 

(h)

5% class return per year before expenses.

(p)

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

 

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PORTFOLIO OF INVESTMENTS

10/31/20

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

 

Issuer    Shares/Par     Value ($)  
Common Stocks - 98.9%               
Aerospace - 2.9%               
Honeywell International, Inc.      406,132     $ 66,991,473  
MTU Aero Engines Holding AG      74,658       12,742,587  
Rolls-Royce Holdings PLC (a)(l)      3,116,277       2,879,286  
    

 

 

 
             $ 82,613,346  
Airlines - 0.9%               
Aena S.A. (a)      197,257     $ 26,557,408  
Alcoholic Beverages - 5.8%               
Carlsberg Group      118,412     $ 14,986,750  
Diageo PLC      1,885,924       61,055,931  
Heineken N.V.      529,331       46,976,184  
Pernod Ricard S.A.      264,062       42,563,510  
    

 

 

 
             $ 165,582,375  
Apparel Manufacturers - 3.9%               
Burberry Group PLC      798,803     $ 14,032,557  
Compagnie Financiere Richemont S.A.      423,477       26,555,349  
LVMH Moet Hennessy Louis Vuitton SE      154,029       72,168,547  
    

 

 

 
             $ 112,756,453  
Automotive - 0.5%               
Aptiv PLC      144,688     $ 13,960,945  
Broadcasting - 2.7%               
Omnicom Group, Inc.      167,059     $ 7,885,185  
Walt Disney Co.      423,080       51,298,450  
WPP Group PLC      2,116,560       16,907,193  
    

 

 

 
             $ 76,090,828  
Brokerage & Asset Managers - 1.5%               
Charles Schwab Corp.      763,855     $ 31,402,079  
Deutsche Boerse AG      82,771       12,180,045  
    

 

 

 
             $ 43,582,124  
Business Services - 8.4%               
Accenture PLC, “A”      345,813     $ 75,010,298  
Adecco S.A.      235,056       11,535,547  
Brenntag AG      216,615       13,845,163  
Cognizant Technology Solutions Corp., “A”      445,677       31,830,251  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Business Services - continued               
Compass Group PLC      1,210,737     $ 16,547,778  
Equifax, Inc.      192,074       26,237,309  
Fidelity National Information Services, Inc.      256,749       31,988,358  
PayPal Holdings, Inc. (a)      182,156       33,904,696  
    

 

 

 
             $ 240,899,400  
Cable TV - 3.9%               
Comcast Corp., “A”      2,256,880     $ 95,330,611  
Liberty Broadband Corp. (a)      113,859       16,134,959  
    

 

 

 
             $ 111,465,570  
Chemicals - 2.7%               
3M Co.      269,253     $ 43,069,710  
PPG Industries, Inc.      271,986       35,282,024  
    

 

 

 
             $ 78,351,734  
Computer Software - 2.7%               
Check Point Software Technologies Ltd. (a)      310,163     $ 35,222,110  
Oracle Corp.      756,159       42,428,082  
    

 

 

 
             $ 77,650,192  
Computer Software - Systems - 0.5%               
Cisco Systems, Inc.      362,128     $ 13,000,395  
Construction - 0.5%               
Otis Worldwide Corp.      248,020     $ 15,198,666  
Consumer Products - 5.0%               
Colgate-Palmolive Co.      440,766     $ 34,772,030  
Essity AB (l)      1,955,447       56,674,209  
Reckitt Benckiser Group PLC      602,889       53,110,903  
    

 

 

 
             $ 144,557,142  
Electrical Equipment - 4.7%               
Amphenol Corp., “A”      157,082     $ 17,725,133  
Legrand S.A.      421,569       31,167,432  
Schneider Electric SE      700,307       84,986,828  
    

 

 

 
             $ 133,879,393  
Electronics - 2.0%               
Hoya Corp.      155,200     $ 17,572,048  
Microchip Technology, Inc.      129,699       13,628,771  
Samsung Electronics Co. Ltd.      540,355       27,096,827  
    

 

 

 
             $ 58,297,646  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Food & Beverages - 4.7%               
Danone S.A.      960,352     $ 53,015,666  
Nestle S.A.      736,268       82,784,482  
    

 

 

 
             $ 135,800,148  
Gaming & Lodging - 0.6%               
Marriott International, Inc., “A”      160,186     $ 14,878,076  
Wynn Resorts Ltd.      13,513       978,746  
    

 

 

 
             $ 15,856,822  
Insurance - 1.4%               
AON PLC      174,144     $ 32,044,237  
Willis Towers Watson PLC      44,504       8,121,090  
    

 

 

 
             $ 40,165,327  
Internet - 1.0%               
eBay, Inc.      618,218     $ 29,445,723  
Machinery & Tools - 1.7%               
Carrier Global Corp.      212,203     $ 7,085,458  
Kubota Corp.      2,382,700       41,507,343  
    

 

 

 
             $ 48,592,801  
Major Banks - 4.0%               
Bank of New York Mellon Corp.      800,981     $ 27,521,707  
Erste Group Bank AG      292,734       5,993,596  
Goldman Sachs Group, Inc.      197,332       37,303,641  
State Street Corp.      347,244       20,452,672  
UBS Group AG      1,982,752       23,018,044  
    

 

 

 
             $ 114,289,660  
Medical Equipment - 15.8%               
Abbott Laboratories      449,260     $ 47,221,719  
Cooper Cos., Inc.      93,602       29,863,718  
EssilorLuxottica (a)      80,546       9,962,399  
Medtronic PLC      878,556       88,356,377  
Olympus Corp.      1,022,000       19,540,844  
Sonova Holding AG (a)      34,275       8,130,010  
Stryker Corp.      263,634       53,256,704  
Thermo Fisher Scientific, Inc.      243,135       115,032,031  
Waters Corp. (a)      140,143       31,226,663  
Zimmer Biomet Holdings, Inc.      366,410       48,402,761  
    

 

 

 
             $ 450,993,226  

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Other Banks & Diversified Financials - 4.7%               
American Express Co.      299,973     $ 27,369,536  
Grupo Financiero Banorte S.A. de C.V. (a)      1,293,862       5,764,324  
Julius Baer Group Ltd.      245,842       10,976,358  
Kasikornbank PLC      887,780       2,148,931  
Visa, Inc., “A”      486,977       88,488,591  
    

 

 

 
             $ 134,747,740  
Pharmaceuticals - 4.5%               
Bayer AG      686,641     $ 32,275,748  
Merck KGaA      239,571       35,476,931  
Roche Holding AG      188,220       60,502,585  
    

 

 

 
             $ 128,255,264  
Railroad & Shipping - 5.0%               
Canadian National Railway Co.      597,082     $ 59,379,805  
Kansas City Southern Co.      323,306       56,947,119  
Union Pacific Corp.      146,630       25,981,370  
    

 

 

 
             $ 142,308,294  
Real Estate - 0.4%               
Deutsche Wohnen SE      239,153     $ 12,068,685  
Restaurants - 0.4%               
Whitbread PLC      406,354     $ 11,302,487  
Specialty Chemicals - 4.6%               
Akzo Nobel N.V.      394,507     $ 37,997,555  
L’Air Liquide S.A.      201,848       29,502,825  
Linde PLC      232,957       51,061,177  
Linde PLC      61,502       13,551,351  
    

 

 

 
             $ 132,112,908  
Specialty Stores - 0.3%               
Hermes International      8,894     $ 8,276,359  
Trucking - 1.2%               
United Parcel Service, Inc., “B”      211,319     $ 33,200,328  
Total Common Stocks (Identified Cost, $1,750,836,809)

 

  $ 2,831,859,389  

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Strike Price     First Exercise     Shares/Par     Value ($)  
Rights - 0.2%                             
Aerospace - 0.2%                             

Rolls-Royce Holdings PLC

(1 share for 1 right,
Expiration 11/20/20) (a)
(Identified Cost, $17,698,451)

     GBP 0.32       10/28/20       10,387,590     $ 5,248,278  
Investment Companies (h) - 0.6%

 

               
Money Market Funds - 0.6%

 

                       
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $17,796,799)

 

    17,796,799     $ 17,796,799  
Collateral for Securities Loaned - 0.8%

 

               
JPMorgan U.S. Government Money Market Fund, 0.04% (j)
(Identified Cost, $22,000,390)

 

    22,000,390     $ 22,000,390  
Other Assets, Less Liabilities - (0.5)%                   (14,100,306)  
Net Assets - 100.0%                            $ 2,862,804,550  

 

(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 $17,796,799 and $2,859,108,057, 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.

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

 

GBP   British Pound

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/20

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

 

Assets         

Investments in unaffiliated issuers, at value, including $21,664,410 of securities on loan (identified cost, $1,790,535,650)

     $2,859,108,057  
Investments in affiliated issuers, at value (identified cost, $17,796,799)      17,796,799  
Cash      950  
Receivables for   

Investments sold

     1,547,635  

Fund shares sold

     3,482,160  

Interest and dividends

     9,966,963  

Total assets

     $2,891,902,564  
Liabilities         

Payables for

  

Investments purchased

     $1,625,640  

Fund shares reacquired

     4,455,512  

Collateral for securities loaned, at value (c)

     22,000,390  

Payable to affiliates

  

Investment adviser

     179,249  

Administrative services fee

     3,077  

Shareholder servicing costs

     522,845  

Distribution and service fees

     26,853  

Payable for independent Trustees’ compensation

     4,189  

Deferred country tax expense payable

     2,686  

Accrued expenses and other liabilities

     277,573  

Total liabilities

     $29,098,014  

Net assets

     $2,862,804,550  
Net assets consist of         
Paid-in capital      $1,724,177,586  

Total distributable earnings (loss)

     1,138,626,964  

Net assets

     $2,862,804,550  

Shares of beneficial interest outstanding

     62,523,757  

 

(c)

Non-cash collateral is not included.

 

17


Table of Contents

Statement of Assets and Liabilities – continued

 

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

Class A

     $667,074,078        14,750,755        $45.22  

Class B

     15,902,236        384,581        41.35  

Class C

     110,351,112        2,802,489        39.38  

Class I

     908,818,866        19,525,188        46.55  

Class R1

     1,555,554        38,493        40.41  

Class R2

     27,772,299        633,703        43.83  

Class R3

     70,851,883        1,578,201        44.89  

Class R4

     84,423,835        1,857,777        45.44  

Class R6

     976,054,687        20,952,570        46.58  

 

(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 $47.98 [100 / 94.25 x $45.22]. 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


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 10/31/20

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

 

Net investment income (loss)         

Income

  

Dividends

     $52,755,974  

Dividends from affiliated issuers

     255,873  

Income on securities loaned

     15,387  

Other

     391  

Foreign taxes withheld

     (3,244,125

Total investment income

     $49,783,500  

Expenses

  

Management fee

     $22,508,839  

Distribution and service fees

     3,592,046  

Shareholder servicing costs

     2,076,784  

Administrative services fee

     397,040  

Independent Trustees’ compensation

     39,989  

Custodian fee

     296,428  

Shareholder communications

     162,558  

Audit and tax fees

     66,467  

Legal fees

     24,620  

Miscellaneous

     283,665  

Total expenses

     $29,448,436  

Fees paid indirectly

     (9

Reduction of expenses by investment adviser and distributor

     (342,213

Net expenses

     $29,106,214  

Net investment income (loss)

     $20,677,286  
Realized and unrealized gain (loss)         
Realized gain (loss) (identified cost basis)   

Unaffiliated issuers

     $71,815,018  

Affiliated issuers

     5,607  

Foreign currency

     (20

Net realized gain (loss)

     $71,820,605  
Change in unrealized appreciation or depreciation   

Unaffiliated issuers (net of $321 decrease in deferred country tax)

     $(73,618,564

Affiliated issuers

     (1,015

Translation of assets and liabilities in foreign currencies

     398,266  

Net unrealized gain (loss)

     $(73,221,313

Net realized and unrealized gain (loss)

     $(1,400,708

Change in net assets from operations

     $19,276,578  

See Notes to Financial Statements

 

19


Table of Contents

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  
     10/31/20      10/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $20,677,286        $32,358,077  

Net realized gain (loss)

     71,820,605        99,864,316  

Net unrealized gain (loss)

     (73,221,313      312,422,255  

Change in net assets from operations

     $19,276,578        $444,644,648  

Total distributions to shareholders

     $(66,891,427      $(150,150,375

Change in net assets from fund share transactions

     $(76,077,603      $(167,592,578

Total change in net assets

     $(123,692,452      $126,901,695  
Net assets                  

At beginning of period

     2,986,497,002        2,859,595,307  

At end of period

     $2,862,804,550        $2,986,497,002  

See Notes to Financial Statements

 

20


Table of Contents

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  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $45.79       $41.44       $43.43       $36.00       $36.22  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.25       $0.42       $0.40       $0.27 (c)      $0.26  

Net realized and unrealized gain (loss)

    0.16 (g)      6.10       (1.23     7.66       0.16  

Total from investment operations

    $0.41       $6.52       $(0.83     $7.93       $0.42  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.45     $(0.42     $(0.29     $(0.21     $(0.26

From net realized gain

    (0.53     (1.75     (0.87     (0.29     (0.38

Total distributions declared to shareholders

    $(0.98     $(2.17     $(1.16     $(0.50     $(0.64

Net asset value, end of period (x)

    $45.22       $45.79       $41.44       $43.43       $36.00  

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

    0.83       16.67       (1.99     22.28 (c)      1.26  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.16       1.17       1.16       1.17 (c)      1.22  

Expenses after expense reductions (f)

    1.15       1.15       1.15       1.16 (c)      1.21  

Net investment income (loss)

    0.55       0.98       0.91       0.68 (c)      0.74  

Portfolio turnover

    9       7       12       10       8  

Net assets at end of period (000 omitted)

    $667,074       $721,141       $671,000       $703,516       $655,756  

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class B   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $41.93       $38.09       $40.03       $33.26       $33.51  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.09     $0.10       $0.06       $(0.02 )(c)      $(0.01

Net realized and unrealized gain (loss)

   
0.15
(g) 
    5.60       (1.12     7.08       0.16  

Total from investment operations

    $0.06       $5.70       $(1.06     $7.06       $0.15  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.11     $(0.11     $(0.01     $—       $(0.02

From net realized gain

    (0.53     (1.75     (0.87     (0.29     (0.38

Total distributions declared to shareholders

    $(0.64     $(1.86     $(0.88     $(0.29     $(0.40

Net asset value, end of period (x)

    $41.35       $41.93       $38.09       $40.03       $33.26  

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

    0.08       15.79       (2.73     21.37 (c)      0.50  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.91       1.92       1.91       1.92 (c)      1.97  

Expenses after expense reductions (f)

    1.90       1.91       1.90       1.91 (c)      1.96  

Net investment income (loss)

    (0.21     0.24       0.15       (0.04 )(c)      (0.03

Portfolio turnover

    9       7       12       10       8  

Net assets at end of period (000 omitted)

    $15,902       $22,592       $24,726       $29,043       $25,664  
Class C   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $40.00       $36.44       $38.35       $31.88       $32.19  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.08     $0.09       $0.06       $(0.02 )(c)      $(0.01

Net realized and unrealized gain (loss)

   
0.14
(g) 
    5.34       (1.07     6.78       0.15  

Total from investment operations

    $0.06       $5.43       $(1.01     $6.76       $0.14  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.15     $(0.12     $(0.03     $—       $(0.07

From net realized gain

    (0.53     (1.75     (0.87     (0.29     (0.38

Total distributions declared to shareholders

    $(0.68     $(1.87     $(0.90     $(0.29     $(0.45

Net asset value, end of period (x)

    $39.38       $40.00       $36.44       $38.35       $31.88  

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

    0.09       15.78       (2.72     21.36 (c)      0.48  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.91       1.92       1.91       1.92 (c)      1.97  

Expenses after expense reductions (f)

    1.90       1.91       1.90       1.91 (c)      1.96  

Net investment income (loss)

    (0.19     0.23       0.16       (0.05 )(c)      (0.03

Portfolio turnover

    9       7       12       10       8  

Net assets at end of period (000 omitted)

    $110,351       $143,769       $149,669       $180,446       $156,837  

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class I   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $47.09       $42.57       $44.58       $36.94       $37.14  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.37       $0.53       $0.52       $0.41 (c)      $0.34  

Net realized and unrealized gain (loss)

   
0.18
(g) 
    6.27       (1.27     7.83       0.19  

Total from investment operations

    $0.55       $6.80       $(0.75     $8.24       $0.53  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.56     $(0.53     $(0.39     $(0.31     $(0.35

From net realized gain

    (0.53     (1.75     (0.87     (0.29     (0.38

Total distributions declared to shareholders

    $(1.09     $(2.28     $(1.26     $(0.60     $(0.73

Net asset value, end of period (x)

    $46.55       $47.09       $42.57       $44.58       $36.94  

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

    1.10       16.94       (1.76     22.60 (c)      1.52  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.91       0.92       0.91       0.92 (c)      0.97  

Expenses after expense reductions (f)

    0.90       0.91       0.90       0.91 (c)      0.96  

Net investment income (loss)

    0.80       1.21       1.17       1.01 (c)      0.93  

Portfolio turnover

    9       7       12       10       8  

Net assets at end of period (000 omitted)

    $908,819       $947,284       $935,292       $1,070,007       $793,470  
Class R1   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $40.97       $37.25       $39.18       $32.56       $32.80  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $(0.09     $0.09       $0.06       $(0.02 )(c)      $(0.01

Net realized and unrealized gain (loss)

   
0.15
(g) 
    5.47       (1.09     6.93       0.16  

Total from investment operations

    $0.06       $5.56       $(1.03     $6.91       $0.15  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.09     $(0.09     $(0.03     $—       $(0.01

From net realized gain

    (0.53     (1.75     (0.87     (0.29     (0.38

Total distributions declared to shareholders

    $(0.62     $(1.84     $(0.90     $(0.29     $(0.39

Net asset value, end of period (x)

    $40.41       $40.97       $37.25       $39.18       $32.56  

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

    0.08       15.77       (2.73     21.37 (c)      0.51  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.91       1.92       1.91       1.92 (c)      1.97  

Expenses after expense reductions (f)

    1.90       1.91       1.90       1.91 (c)      1.96  

Net investment income (loss)

    (0.23     0.22       0.16       (0.05 )(c)      (0.03

Portfolio turnover

    9       7       12       10       8  

Net assets at end of period (000 omitted)

    $1,556       $2,485       $2,538       $3,411       $3,442  

See Notes to Financial Statements

 

23


Table of Contents

Financial Highlights – continued

 

Class R2   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $44.38       $40.21       $42.16       $34.96       $35.19  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.13       $0.31       $0.28       $0.18 (c)      $0.16  

Net realized and unrealized gain (loss)

   
0.16
(g) 
    5.91       (1.19     7.43       0.16  

Total from investment operations

    $0.29       $6.22       $(0.91     $7.61       $0.32  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.31     $(0.30     $(0.17     $(0.12     $(0.17

From net realized gain

    (0.53     (1.75     (0.87     (0.29     (0.38

Total distributions declared to shareholders

    $(0.84     $(2.05     $(1.04     $(0.41     $(0.55

Net asset value, end of period (x)

    $43.83       $44.38       $40.21       $42.16       $34.96  

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

    0.59       16.36       (2.24     21.97 (c)      0.99  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.41       1.42       1.41       1.42 (c)      1.47  

Expenses after expense reductions (f)

    1.40       1.41       1.40       1.41 (c)      1.46  

Net investment income (loss)

    0.30       0.76       0.66       0.45 (c)      0.47  

Portfolio turnover

    9       7       12       10       8  

Net assets at end of period (000 omitted)

    $27,772       $37,042       $40,944       $52,489       $49,546  
Class R3   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $45.46       $41.16       $43.14       $35.76       $35.98  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.24       $0.41       $0.39       $0.28 (c)      $0.26  

Net realized and unrealized gain (loss)

   
0.17
(g) 
    6.06       (1.21     7.60       0.16  

Total from investment operations

    $0.41       $6.47       $(0.82     $7.88       $0.42  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.45     $(0.42     $(0.29     $(0.21     $(0.26

From net realized gain

    (0.53     (1.75     (0.87     (0.29     (0.38

Total distributions declared to shareholders

    $(0.98     $(2.17     $(1.16     $(0.50     $(0.64

Net asset value, end of period (x)

    $44.89       $45.46       $41.16       $43.14       $35.76  

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

    0.83       16.65       (2.00     22.29 (c)      1.25  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.16       1.17       1.16       1.17 (c)      1.22  

Expenses after expense reductions (f)

    1.15       1.16       1.15       1.16 (c)      1.21  

Net investment income (loss)

    0.54       0.97       0.90       0.70 (c)      0.74  

Portfolio turnover

    9       7       12       10       8  

Net assets at end of period (000 omitted)

    $70,852       $91,019       $90,003       $108,852       $98,106  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R4   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $45.98       $41.63       $43.62       $36.15       $36.37  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.36       $0.54       $0.51       $0.38 (c)      $0.35  

Net realized and unrealized gain (loss)

   
0.17
(g) 
    6.09       (1.23     7.68       0.16  

Total from investment operations

    $0.53       $6.63       $(0.72     $8.06       $0.51  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.54     $(0.53     $(0.40     $(0.30     $(0.35

From net realized gain

    (0.53     (1.75     (0.87     (0.29     (0.38

Total distributions declared to shareholders

    $(1.07     $(2.28     $(1.27     $(0.59     $(0.73

Net asset value, end of period (x)

    $45.44       $45.98       $41.63       $43.62       $36.15  

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

    1.09       16.93       (1.75     22.61 (c)      1.50  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.91       0.92       0.91       0.92 (c)      0.97  

Expenses after expense reductions (f)

    0.90       0.91       0.90       0.91 (c)      0.96  

Net investment income (loss)

    0.80       1.25       1.16       0.96 (c)      0.99  

Portfolio turnover

    9       7       12       10       8  

Net assets at end of period (000 omitted)

    $84,424       $97,861       $136,066       $142,713       $116,248  
Class R6   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $47.13       $42.61       $44.61       $36.96       $37.17  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.41       $0.59       $0.54       $0.41 (c)      $0.39  

Net realized and unrealized gain (loss)

   
0.17
(g) 
    6.26       (1.24     7.86       0.16  

Total from investment operations

    $0.58       $6.85       $(0.70     $8.27       $0.55  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.60     $(0.58     $(0.43     $(0.33     $(0.38

From net realized gain

    (0.53     (1.75     (0.87     (0.29     (0.38

Total distributions declared to shareholders

    $(1.13     $(2.33     $(1.30     $(0.62     $(0.76

Net asset value, end of period (x)

    $46.58       $47.13       $42.61       $44.61       $36.96  

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

    1.17       17.07       (1.66     22.71 (c)      1.60  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.82       0.83       0.81       0.83 (c)      0.87  

Expenses after expense reductions (f)

    0.81       0.82       0.80       0.82 (c)      0.87  

Net investment income (loss)

    0.89       1.35       1.20       0.99 (c)      1.08  

Portfolio turnover

    9       7       12       10       8  

Net assets at end of period (000 omitted)

    $976,055       $923,304       $809,357       $1,034,078       $494,203  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

(c)

Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

(d)

Per share data is based on average shares outstanding.

(f)

Ratios do not reflect reductions from fees paid indirectly, if applicable.

(g)

The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.

(r)

Certain expenses have been reduced without which performance would have been lower.

(s)

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

(t)

Total returns do not include any applicable sales charges.

(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

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

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

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

 

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Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund 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.

 

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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 October 31, 2020 in valuing the fund’s assets or liabilities:

 

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

United States

     $1,584,870,220        $—        $—        $1,584,870,220  

France

     331,643,566                      331,643,566  

Switzerland

     223,502,375                      223,502,375  

United Kingdom

     181,084,413                      181,084,413  

Germany

     118,589,159                      118,589,159  

Netherlands

     84,973,739                      84,973,739  

Japan

            78,620,235               78,620,235  

Canada

     59,379,805                      59,379,805  

Sweden

     56,674,209                      56,674,209  

Other Countries

     88,524,188        29,245,758               117,769,946  
Mutual Funds      39,797,189                      39,797,189  
Total      $2,769,038,863        $107,865,993        $—        $2,876,904,856  

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

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

Security Loans – Under its Securities Lending Agency Agreement with the fund, 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

 

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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 $21,664,410. The fair value of the fund’s investment securities on loan and a related liability of $22,000,390 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 $1,154,303 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. 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

 

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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 October 31, 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 and treating a portion of the proceeds from redemptions as a distribution for tax purposes.

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

 

     Year ended
10/31/20
     Year ended
10/31/19
 
Ordinary income (including any short-term capital gains)      $33,000,388        $35,150,548  
Long-term capital gains      33,891,039        114,999,827  
Total distributions      $66,891,427        $150,150,375  

 

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

 

As of 10/31/20       
Cost of investments      $1,819,088,412  
Gross appreciation      1,174,002,763  
Gross depreciation      (116,186,319
Net unrealized appreciation (depreciation)      $1,057,816,444  
Undistributed ordinary income      18,216,681  
Undistributed long-term capital gain      62,525,550  
Other temporary differences      68,289  

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. 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 shares, 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 convert to Class A shares, of the same fund. 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
10/31/20
     Year
ended
10/31/19
 
Class A      $15,257,290        $34,533,060  
Class B      332,572        1,180,565  
Class C      2,427,174        7,530,989  
Class I      20,515,399        48,190,668  
Class R1      31,441        133,156  
Class R2      671,597        2,042,306  
Class R3      1,994,284        4,541,220  
Class R4      2,161,587        7,338,749  
Class R6      23,500,083        44,659,662  
Total      $66,891,427        $150,150,375  

 

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(3) Transactions with Affiliates

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

 

Up to $1 billion      0.90
In excess of $1 billion and up to $2 billion      0.75
In excess of $2 billion and up to $5 billion      0.65
In excess of $5 billion      0.60

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 October 31, 2020, this management fee reduction amounted to $317,617, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended October 31, 2020 was equivalent to an annual effective rate of 0.76% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $105,203 for the year ended October 31, 2020, as its portion of the initial sales charge on sales of Class A shares of the fund.

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

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.25%        $1,722,372  
Class B      0.75%        0.25%        1.00%        1.00%        190,334  
Class C      0.75%        0.25%        1.00%        1.00%        1,296,108  
Class R1      0.75%        0.25%        1.00%        1.00%        18,840  
Class R2      0.25%        0.25%        0.50%        0.50%        161,300  
Class R3             0.25%        0.25%        0.25%        203,092  
Total Distribution and Service Fees

 

           $3,592,046  

 

(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 October 31, 2020 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to

 

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  MFS or its affiliates’ seed money. For the year ended October 31, 2020, this rebate amounted to $23,898, $269, and $429 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 October 31, 2020, were as follows:

 

     Amount  
Class A      $6,287  
Class B      20,097  
Class C      10,867  

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 October 31, 2020, the fee was $184,450, which equated to 0.0063% 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 October 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,892,334.

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 October 31, 2020 was equivalent to an annual effective rate of 0.0136% 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 $478 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended October 31, 2020. The liability for

 

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Notes to Financial Statements – continued

 

deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $4,095 at October 31, 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 October 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $1,303,300 and $2,326,178, respectively. The sales transactions resulted in net realized gains (losses) of $661,407.

(4) Portfolio Securities

For the year ended October 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $265,136,194 and $392,632,110, 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
10/31/20
     Year ended
10/31/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     2,062,029        $91,464,449        1,834,787        $77,780,471  

Class B

     2,606        106,338        21,732        828,744  

Class C

     302,426        11,783,499        403,014        14,852,786  

Class I

     6,865,754        306,885,476        6,060,092        261,939,568  

Class R1

     9,220        368,033        9,074        339,632  

Class R2

     134,019        5,895,820        186,212        7,658,921  

Class R3

     448,540        19,864,316        609,310        26,048,949  

Class R4

     505,937        22,515,810        558,516        23,967,656  

Class R6

     5,586,226        258,159,146        4,633,798        206,816,959  
     15,916,757        $717,042,887        14,316,535        $620,233,686  

 

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Notes to Financial Statements – continued

 

     Year ended
10/31/20
     Year ended
10/31/19
 
     Shares      Amount      Shares      Amount  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     305,365        $14,217,807        818,404        $31,786,855  

Class B

     7,548        323,425        32,088        1,148,743  

Class C

     51,964        2,120,668        193,314        6,601,665  

Class I

     387,697        18,535,791        1,110,657        44,270,813  

Class R1

     751        31,441        3,807        133,156  

Class R2

     13,739        621,256        47,826        1,804,464  

Class R3

     43,148        1,994,284        117,770        4,541,220  

Class R4

     44,261        2,066,111        184,471        7,179,608  

Class R6

     470,482        22,493,742        1,090,631        43,461,647  
     1,324,955        $62,404,525        3,598,968        $140,928,171  
Shares reacquired

 

        

Class A

     (3,366,891      $(147,063,778      (3,093,163      $(130,594,134

Class B

     (164,410      (6,623,338      (164,089      (6,417,048

Class C

     (1,146,313      (44,353,628      (1,109,138      (41,137,311

Class I

     (7,845,143      (349,278,053      (9,024,403      (380,492,105

Class R1

     (32,139      (1,334,423      (20,356      (737,374

Class R2

     (348,777      (15,301,223      (417,577      (17,485,740

Class R3

     (915,597      (40,775,067      (911,470      (38,697,353

Class R4

     (820,637      (36,807,117      (1,883,374      (83,382,426

Class R6

     (4,696,642      (213,988,388      (5,124,654      (229,810,944
     (19,336,549      $(855,525,015      (21,748,224      $(928,754,435
Net change

 

        

Class A

     (999,497      $(41,381,522      (439,972      $(21,026,808

Class B

     (154,256      (6,193,575      (110,269      (4,439,561

Class C

     (791,923      (30,449,461      (512,810      (19,682,860

Class I

     (591,692      (23,856,786      (1,853,654      (74,281,724

Class R1

     (22,168      (934,949      (7,475      (264,586

Class R2

     (201,019      (8,784,147      (183,539      (8,022,355

Class R3

     (423,909      (18,916,467      (184,390      (8,107,184

Class R4

     (270,439      (12,225,196      (1,140,387      (52,235,162

Class R6

     1,360,066        66,664,500        599,775        20,467,662  
     (2,094,837      $(76,077,603      (3,832,721      $(167,592,578

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

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary

 

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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 October 31, 2020, the fund’s commitment fee and interest expense were $14,215 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     $10,670,441       $269,013,105       $261,891,339       $5,607       $(1,015     $17,796,799  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

      $255,873       $—  

(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.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS Global Equity Fund and the Board of Trustees of MFS Series Trust VI

Opinion on the Financial Statements

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

Basis for Opinion

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

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

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

 

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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

December 16, 2020

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of December 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 66)

  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

 

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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 (until 2015); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

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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)

 

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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

 

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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 50)
  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 46)

 

Assistant

Secretary and Assistant Clerk

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

 

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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.

*

As of December 31, 2020, Mrs. Stelmach will retire as Trustee.

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.

 

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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)  

Ryan McAllister

Roger Morley

 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Global Equity Fund

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

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

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

 

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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 2nd quintile for the one-year period and the 1st 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

 

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Board Review of Investment Advisory Agreement – continued

 

and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion, $2 billion and $5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

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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.

 

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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.

 

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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 $46,609,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 63.29% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

Income derived from foreign sources was $31,924,169. The fund intends to pass through foreign tax credits of $2,971,745 for the fiscal year.

 

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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.

 

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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.

 

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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

 


Table of Contents

Annual Report

October 31, 2020

 

LOGO

 

MFS® Global 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.

 

MWT-ANN

 


Table of Contents

MFS® Global Total Return Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     5  
Performance summary     9  
Expense table     12  
Portfolio of investments     14  
Statement of assets and liabilities     41  
Statement of operations     43  
Statements of changes in net assets     44  
Financial highlights     45  
Notes to financial statements     51  
Report of independent registered public accounting firm     70  
Trustees and officers     72  
Board review of investment advisory agreement     79  
Statement regarding liquidity risk management program     83  
Proxy voting policies and information     84  
Quarterly portfolio disclosure     84  
Further information     84  
Information about fund contracts and legal claims     84  
Federal tax information     84  
MFS® privacy notice     85  
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



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year, though

optimism over the development of vaccines and therapeutics later brightened the economic and market outlook. However, a great deal of uncertainty remains as case counts in the United States and Europe remain very high and it is still unclear when a vaccine will become widely available. In the United States, political uncertainty eased after former Vice President Joe Biden was projected the winner of the presidential election, though whether his party also gains control of Congress will not be known until two Senate runoff elections in Georgia in early January.

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

December 16, 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.

 

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PORTFOLIO COMPOSITION

 

Portfolio structure (i)

 

LOGO

 

Top ten holdings (i)  
U.S. Treasury Note 5 yr Future - DEC 2020     (4.0)%  
Euro-Bobl 5 yr Future - DEC 2020     (2.7)%  
U.S. Treasury Notes, 2.375%, 5/15/2029     2.1%  
Euro-Bund 10 yr Future - DEC 2020     (1.9)%  
U.S. Treasury Ultra 10 yr Future - DEC 2020     (1.9)%  
Roche Holding AG     1.6%  
Schneider Electric SE     1.4%  
China Development Bank, 3.45%, 9/20/2029     1.3%  
KDDI Corp.     1.3%  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR     1.3%  
Composition including fixed income credit quality (a)(i)

 

AAA     2.1%  
AA     5.7%  
A     7.1%  
BBB     13.4%  
BB (o)     0.0%  
B (o)     0.0%  
D (o)     0.0%  
U.S. Government     4.5%  
Federal Agencies     4.9%  
Not Rated     (10.7)%  
Non-Fixed Income     58.5%  
Cash & Cash Equivalents     1.8%  
Other     12.7%  
GICS equity sectors (g)  
Industrials     9.9%  
Financials     9.6%  
Health Care     9.1%  
Information Technology     8.4%  
Consumer Staples     8.0%  
Communication Services     3.7%  
Consumer Discretionary     2.9%  
Materials     2.7%  
Utilities     2.0%  
Energy     1.5%  
Real Estate     0.7%  
 

 

2


Table of Contents

Portfolio Composition – continued

 

Fixed income sectors (i)  
Investment Grade Corporates     12.6%  
Non-U.S. Government Bonds     7.2%  
Mortgage-Backed Securities     4.9%  
Emerging Markets Bonds     4.5%  
Collateralized Debt Obligations     0.2%  
Commercial Mortgage-Backed Securities     0.1%  
Municipal Bonds     0.5%  
Asset-Backed Securities     0.2%  
U.S. Government Agencies (o)     0.0%  
High Yield Corporates     0.2%  
U.S. Treasury Securities     (3.4)%  
Issuer country weightings (i)(x)

 

United States     54.1%  
Japan     8.0%  
United Kingdom     5.7%  
France     5.0%  
Switzerland     4.8%  
Canada     3.3%  
China     2.9%  
Italy     2.3%  
Netherlands     2.1%  
Other Countries     11.8%  
Currency exposure weightings (i)(y)

 

United States Dollar     47.9%  
Euro     17.4%  
Japanese Yen     11.4%  
British Pound Sterling     4.8%  
Swiss Franc     4.5%  
Canadian Dollar     2.9%  
Chinese Renminbi     1.6%  
Chinese Yuan Offshore     1.5%  
South Korean Won     1.5%  
Other Currencies     6.5%  
 

 

 

(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.

 

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Table of Contents

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.

(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%.

(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 and Other.

(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.

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.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions.

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

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

 

4


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2020, Class A shares of the MFS Global Total Return Fund (fund) provided a total return of 1.00%, at net asset value. This compares with returns of 4.36% and 5.63% for the fund’s benchmarks, the MSCI World Index (net div) and the Bloomberg Barclays Global Aggregate Index (Bloomberg Index), respectively. The fund’s other benchmark, the MFS Global Total Return Blended Index (Blended Index), generated a total return of 5.39%. 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

 

5


Table of Contents

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, stock selection, and to a lesser extent, an underweight position in the information technology sector detracted from performance relative to the MSCI World Index. Within this sector, not owning shares of computer and personal electronics maker Apple and computer graphics processors maker NVIDIA, and an underweight position in software giant Microsoft, held back relative returns. Despite headwinds related to COVID-19, the share price of Apple appreciated throughout the reporting period as product demand held strong. The shift toward work-from-home and remote learning helped to support strong iPhone and iPad sales. Additionally, Apple’s management reported growth in the company’s wearables division, despite supply constraints for both the Apple Watch and Apple Airpods Pro, which further supported the stock.

Security selection in both the consumer discretionary and communication services sectors also held back relative results. Within the consumer discretionary sector, not owning shares of internet retailer Amazon.com and electric vehicle manufacturer Tesla, and the fund’s overweight position in food catering company Compass Group (United Kingdom), dampened relative performance. The share price of Amazon.com advanced, benefiting from strong e-commerce volume as consumers adjusted to lockdowns in response to the COVID-19 pandemic. Additionally, solid growth in the company’s Amazon Web Services cloud division also supported the results. Within the communication services sector, not owning shares of technology company Alphabet and social networking service provider Facebook weighed on relative performance. The share price of Alphabet appreciated as the company delivered revenue results that were ahead of consensus estimates, driven by an upside in Google Play & YouTube subscriptions, paired with strength in search revenues.

Stocks in other sectors that further dampened relative results included the fund’s overweight positions in life sciences company Bayer (Germany) and integrated energy company Suncor Energy.

Within the fixed income portion of the fund, and relative to the Bloomberg Index, the fund’s foreign currency exposure, particularly to the Australian dollar, Japanese yen and pound sterling, weakened relative returns.

Contributors to Performance

Within the equity portion of the fund, stock selection in the industrials sector benefited performance relative to the MSCI World Index, led by overweight positions in electrical distribution equipment manufacturer Schneider Electric (France) and leading diversified industrial manufacturer Eaton (Ireland). The share price of Schneider Electric increased after sales and margins results came in ahead of market expectations and the company confirmed its commitment to increase its dividend. Schneider Electric’s management also reported strong performance in both its Energy Management and Industrial Automation segments, which further contributed to the upside. Additionally, not owning shares of weak-performing aerospace company Boeing benefited relative returns.

 

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Management Review – continued

 

Stocks in other sectors that supported relative performance included the fund’s holdings of semiconductor manufacturer Taiwan Semiconductor Manufacturing (b) (Taiwan) and overweight positions in healthcare equipment manufacturer Danaher, retail giant Target (h) and business system services company Nomura Research Institute (Japan). The share price of Taiwan Semiconductor Manufacturing increased as the company reported strong smartphone-related demand in the US and better 5G penetration rates, which resulted in greater-than-expected revenue guidance for the full year. Additionally, not owning shares of global energy and petrochemicals company Royal Dutch Shell (United Kingdom) and telecommunication services provider AT&T, and the fund’s underweight position in integrated oil and gas company Exxon Mobil (h), aided relative performance. A weaker demand environment coupled with increased supply resulted in lower energy commodity prices, which pressured shares of many companies within the sector, including Royal Dutch Shell.

Within the fixed income portion of the fund, and relative to the Bloomberg Index, the fund’s yield curve (y) positioning, notably along the Euro, New Zealand and Japanese yield curves, benefited relative results. Asset allocation also supported relative performance, led by the fund’s out-of-benchmark exposure to derivatives and its greater exposure to the industrials sector. Favorable security selection within both “AA” and “AAA” rated (r) bonds also boosted relative returns.

Respectfully,

Portfolio Manager(s)

Nevin Chitkara, Pilar Gomez-Bravo, Steven Gorham, Andy Li, Vipin Narula, Henry Peabody, Robert Persons, Jonathan Sage, Robert Spector, and Erik Weisman

Note to Shareholders: Effective December 31, 2019, Henry Peabody was added as a Portfolio Manager of the Fund. Effective December 31, 2020, Nevin Chitkara will no longer be a Portfolio Manager of the Fund. Effective January 1, 2021, Johnathan Munko will be added as a Portfolio Manager of the Fund. Effective June 30, 2021, Robert Persons will no longer be a Portfolio Manager of the Fund. Effective September 30, 2022, Vipin Narula will no longer be 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, then 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 three 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.

 

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Management Review – continued

 

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

 

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PERFORMANCE SUMMARY THROUGH 10/31/20

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

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

Growth of a Hypothetical $10,000 Investment

LOGO

 

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Performance Summary – continued

 

Total Returns through 10/31/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    9/04/90   1.00%   5.03%   5.88%   N/A    
    B    9/07/93   0.26%   4.24%   5.09%   N/A    
    C    1/03/94   0.28%   4.25%   5.09%   N/A    
    I    1/02/97   1.27%   5.29%   6.14%   N/A    
    R1    4/01/05   0.23%   4.24%   5.09%   N/A    
    R2    10/31/03   0.75%   4.76%   5.61%   N/A    
    R3    4/01/05   1.05%   5.05%   5.89%   N/A    
    R4    4/01/05   1.25%   5.29%   6.15%   N/A    
    R6    6/01/12   1.36%   5.40%   N/A   6.71%    
Comparative benchmark(s)                    
    MSCI World Index (net div) (f)   4.36%   8.13%   8.64%   N/A    
    MFS Global Total Return Blended Index (f)(w)   5.39%   6.66%   6.25%   N/A    
    Bloomberg Barclays Global Aggregate Index (f)   5.63%   3.90%   2.24%   N/A    
Average annual with sales charge                    
    A

With Initial Sales Charge (5.75%)

  (4.81)%   3.79%   5.25%   N/A    
    B

With CDSC (Declining over six years from 4% to 0%) (v)

  (3.62)%   3.90%   5.09%   N/A    
    C

With CDSC (1% for 12 months) (v)

  (0.69)%   4.25%   5.09%   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.

(w)

As of October 31, 2020, the MFS Global Total Return Blended Index (a custom index) was comprised of 60% MSCI World Index (net div) and 40% Bloomberg Barclays Global Aggregate Index.

Benchmark Definition(s)

Bloomberg Barclays Global Aggregate Index (a) – provides a broad-based measure of the global investment-grade fixed income markets. The three major components of this index are the U.S. Aggregate, the Pan-European Aggregate, and the Asian-Pacific Aggregate Indices. The index also includes Eurodollar and Euro-Yen corporate bonds, Canadian government, agency and corporate securities, and USD investment grade 144A securities.

 

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Performance Summary – continued

 

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

It is not possible to invest directly in an index.

 

(a)

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.

 

(e)

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.

Notes to Performance Summary

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

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

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

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

 

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EXPENSE TABLE

Fund expenses borne by the shareholders during the period, May 1, 2020 through October 31, 2020

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

12


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Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
5/01/20
    Ending
Account Value
10/31/20
    Expenses
Paid During
Period  (p)
5/01/20-10/31/20
 
A   Actual     1.09%       $1,000.00       $1,070.75       $5.67  
  Hypothetical (h)     1.09%       $1,000.00       $1,019.66       $5.53  
B   Actual     1.84%       $1,000.00       $1,066.77       $9.56  
  Hypothetical (h)     1.84%       $1,000.00       $1,015.89       $9.32  
C   Actual     1.84%       $1,000.00       $1,067.30       $9.56  
  Hypothetical (h)     1.84%       $1,000.00       $1,015.89       $9.32  
I   Actual     0.84%       $1,000.00       $1,072.28       $4.38  
  Hypothetical (h)     0.84%       $1,000.00       $1,020.91       $4.27  
R1   Actual     1.84%       $1,000.00       $1,066.86       $9.56  
  Hypothetical (h)     1.84%       $1,000.00       $1,015.89       $9.32  
R2   Actual     1.34%       $1,000.00       $1,069.31       $6.97  
  Hypothetical (h)     1.34%       $1,000.00       $1,018.40       $6.80  
R3   Actual     1.09%       $1,000.00       $1,070.98       $5.67  
  Hypothetical (h)     1.09%       $1,000.00       $1,019.66       $5.53  
R4   Actual     0.84%       $1,000.00       $1,072.55       $4.38  
  Hypothetical (h)     0.84%       $1,000.00       $1,020.91       $4.27  
R6   Actual     0.76%       $1,000.00       $1,072.74       $3.96  
  Hypothetical (h)     0.76%       $1,000.00       $1,021.32       $3.86  

 

(h)

5% class return per year before expenses.

(p)

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

 

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PORTFOLIO OF INVESTMENTS

10/31/20

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

 

Issuer    Shares/Par     Value ($)  
Common Stocks - 57.7%               
Aerospace - 2.0%               
Honeywell International, Inc.      76,527     $ 12,623,129  
L3Harris Technologies, Inc.      24,239       3,905,145  
Lockheed Martin Corp.      38,331       13,420,833  
Northrop Grumman Corp.      10,365       3,003,984  
    

 

 

 
             $ 32,953,091  
Alcoholic Beverages - 1.4%               
Diageo PLC      256,636     $ 8,308,474  
Heineken N.V.      92,254       8,187,204  
Pernod Ricard S.A.      45,506       7,335,001  
    

 

 

 
             $ 23,830,679  
Apparel Manufacturers - 0.8%               
Adidas AG (a)      20,820     $ 6,183,243  
Burberry Group PLC      97,194       1,707,405  
Compagnie Financiere Richemont S.A.      83,003       5,204,943  
    

 

 

 
             $ 13,095,591  
Automotive - 1.1%               
Aptiv PLC      47,233     $ 4,557,512  
Hero MotoCorp Ltd.      16,090       607,884  
Lear Corp.      25,811       3,118,227  
Magna International, Inc.      156,812       8,007,146  
PT United Tractors Tbk      640,100       924,589  
Zhengzhou Yutong Bus Co., Ltd., “A”      394,800       944,393  
    

 

 

 
             $ 18,159,751  
Biotechnology - 0.1%               
Gilead Sciences, Inc.      27,530     $ 1,600,870  
Brokerage & Asset Managers - 1.3%               
BlackRock, Inc.      13,216     $ 7,919,159  
Cboe Global Markets, Inc.      38,741       3,149,256  
Charles Schwab Corp.      157,849       6,489,173  
NASDAQ, Inc.      36,982       4,474,452  
    

 

 

 
             $ 22,032,040  
Business Services - 3.4%               
Accenture PLC, “A”      59,133     $ 12,826,539  
CGI, Inc. (a)      61,816       3,835,719  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Business Services - continued               
Compass Group PLC      392,080     $ 5,358,763  
Equifax, Inc.      31,816       4,346,066  
Experian PLC      125,668       4,586,157  
Fidelity National Information Services, Inc.      46,154       5,750,327  
Fiserv, Inc. (a)      60,612       5,786,628  
Nomura Research Institute Ltd.      200,500       5,900,426  
Secom Co. Ltd.      89,500       7,561,679  
    

 

 

 
             $ 55,952,304  
Cable TV - 0.9%               
Comcast Corp., “A”      350,236     $ 14,793,969  
Chemicals - 1.2%               
3M Co.      44,979     $ 7,194,841  
Eastman Chemical Co.      16,400       1,325,776  
PPG Industries, Inc.      83,323       10,808,659  
    

 

 

 
             $ 19,329,276  
Computer Software - 0.4%               
Adobe Systems, Inc. (a)      3,471     $ 1,551,884  
Microsoft Corp.      25,663       5,195,988  
    

 

 

 
             $ 6,747,872  
Computer Software - Systems - 1.3%               
Amadeus IT Group S.A.      111,368     $ 5,316,597  
Fujitsu Ltd.      51,900       6,035,054  
Hitachi Ltd.      234,500       7,907,917  
Hon Hai Precision Industry Co. Ltd.      983,000       2,666,727  
    

 

 

 
             $ 21,926,295  
Construction - 1.5%               
Masco Corp.      65,573     $ 3,514,713  
Sherwin-Williams Co.      10,552       7,259,565  
Stanley Black & Decker, Inc.      29,187       4,850,879  
Techtronic Industries Co. Ltd.      243,000       3,268,587  
Vulcan Materials Co.      35,984       5,211,923  
    

 

 

 
             $ 24,105,667  
Consumer Products - 1.8%               
Colgate-Palmolive Co.      112,200     $ 8,851,458  
Kao Corp.      72,100       5,126,129  
Kimberly-Clark Corp.      74,138       9,829,957  
Reckitt Benckiser Group PLC      71,821       6,326,999  
    

 

 

 
             $ 30,134,543  

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Containers - 0.1%               
Amcor PLC      116,422     $ 1,214,282  
Electrical Equipment - 2.3%               
Johnson Controls International PLC      145,108     $ 6,125,009  
Legrand S.A.      59,314       4,385,201  
Schneider Electric SE      195,386       23,711,367  
Yokogawa Electric Corp.      216,600       3,184,908  
    

 

 

 
             $ 37,406,485  
Electronics - 4.4%               
Analog Devices, Inc.      46,795     $ 5,546,611  
Hoya Corp.      35,800       4,053,346  
Intel Corp.      253,910       11,243,135  
Kyocera Corp.      82,200       4,528,292  
NXP Semiconductors N.V.      41,100       5,553,432  
Samsung Electronics Co. Ltd.      164,431       8,245,613  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR      257,136       21,565,996  
Texas Instruments, Inc.      85,128       12,308,658  
    

 

 

 
             $ 73,045,083  
Energy - Independent - 0.3%               
China Shenhua Energy Co. Ltd.      492,000     $ 850,410  
CNOOC Ltd.      744,000       679,693  
ConocoPhillips      58,201       1,665,713  
Valero Energy Corp.      44,751       1,727,836  
    

 

 

 
             $ 4,923,652  
Energy - Integrated - 0.9%               
China Petroleum & Chemical Corp.      13,470,000     $ 5,267,746  
Eni S.p.A.      385,798       2,700,860  
Galp Energia SGPS S.A.      236,162       1,912,670  
LUKOIL PJSC, ADR      33,393       1,705,047  
Suncor Energy, Inc.      217,155       2,449,778  
    

 

 

 
             $ 14,036,101  
Engineering - Construction - 0.1%               
Quanta Services, Inc.      21,330     $ 1,331,632  
Food & Beverages - 2.6%               
Danone S.A.      140,926     $ 7,779,737  
General Mills, Inc.      158,960       9,397,715  
J.M. Smucker Co.      64,141       7,196,620  
Nestle S.A.      152,073       17,098,780  
PepsiCo, Inc.      15,059       2,007,214  
    

 

 

 
             $ 43,480,066  

 

16


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Food & Drug Stores - 0.3%               
Tesco PLC      1,789,153     $ 4,763,177  
Gaming & Lodging - 0.1%               
Tabcorp Holdings Ltd.      705,669     $ 1,638,289  
General Merchandise - 0.2%               
BIM Birlesik Magazalar A.S.      112,895     $ 899,980  
Wal-Mart de Mexico S.A.B. de C.V.      683,400       1,651,192  
    

 

 

 
             $ 2,551,172  
Health Maintenance Organizations - 0.5%               
Cigna Corp.      48,182     $ 8,044,949  
Insurance - 3.6%               
AON PLC      82,430     $ 15,167,944  
Chubb Ltd.      76,130       9,890,048  
CNO Financial Group, Inc.      36,320       644,680  
Equitable Holdings, Inc.      253,539       5,448,553  
Hartford Financial Services Group, Inc.      40,800       1,571,616  
Manulife Financial Corp.      507,646       6,881,398  
Marsh & McLennan Cos., Inc.      44,151       4,567,863  
MetLife, Inc.      66,077       2,501,014  
Prudential Financial, Inc.      13,334       853,643  
Samsung Fire & Marine Insurance Co. Ltd.      7,171       1,137,380  
Travelers Cos., Inc.      67,612       8,161,445  
Zurich Insurance Group AG      9,856       3,267,598  
    

 

 

 
             $ 60,093,182  
Internet - 0.2%               
NetEase.com, Inc., ADR      37,320     $ 3,239,003  
Leisure & Toys - 0.2%               
Activision Blizzard, Inc.      24,448     $ 1,851,447  
Brunswick Corp.      12,010       765,157  
Electronic Arts, Inc. (a)      7,922       949,293  
    

 

 

 
             $ 3,565,897  
Machinery & Tools - 1.6%               
Eaton Corp. PLC      154,217     $ 16,006,182  
Ingersoll Rand, Inc. (a)      91,041       3,180,973  
Kubota Corp.      444,700       7,746,806  
    

 

 

 
             $ 26,933,961  

 

17


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Major Banks - 3.5%               
ABSA Group Ltd.      364,816     $ 1,948,749  
Bank of America Corp.      246,135       5,833,399  
BOC Hong Kong Holdings Ltd.      820,000       2,274,105  
China Construction Bank Corp.      7,439,000       5,133,654  
DBS Group Holdings Ltd.      501,000       7,463,926  
Goldman Sachs Group, Inc.      34,470       6,516,209  
JPMorgan Chase & Co.      131,904       12,931,868  
State Street Corp.      79,223       4,666,235  
UBS Group AG      904,637       10,502,057  
    

 

 

 
             $ 57,270,202  
Medical & Health Technology & Services - 0.7%               
HCA Healthcare, Inc.      21,731     $ 2,693,340  
McKesson Corp.      31,458       4,639,741  
Quest Diagnostics, Inc.      28,251       3,450,577  
    

 

 

 
             $ 10,783,658  
Medical Equipment - 2.3%               
Abbott Laboratories      39,608     $ 4,163,197  
Becton, Dickinson and Co.      21,692       5,013,672  
Boston Scientific Corp. (a)      89,323       3,061,099  
Danaher Corp.      30,084       6,905,482  
EssilorLuxottica (a)      14,463       1,788,868  
Medtronic PLC      108,368       10,898,570  
Thermo Fisher Scientific, Inc.      11,478       5,430,471  
    

 

 

 
             $ 37,261,359  
Metals & Mining - 0.4%               
Fortescue Metals Group Ltd.      152,962     $ 1,875,478  
MMC Norilsk Nickel PJSC, ADR      39,193       934,361  
POSCO      4,931       910,368  
Rio Tinto PLC      62,129       3,506,867  
    

 

 

 
             $ 7,227,074  
Natural Gas - Distribution - 0.2%               
Italgas S.p.A.      498,794     $ 2,882,527  
Natural Gas - Pipeline - 0.3%               
Enterprise Products Partners LP      261,498     $ 4,333,022  
Magellan Midstream Partners LP      21,571       766,633  
Plains All American Pipeline LP      83,853       524,081  
    

 

 

 
             $ 5,623,736  
Network & Telecom - 0.1%               
QTS Realty Trust, Inc., REIT, “A”      18,260     $ 1,123,173  

 

18


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Other Banks & Diversified Financials - 1.2%               
Citigroup, Inc.      71,092     $ 2,944,631  
KBC Group N.V.      49,415       2,436,141  
Sberbank of Russia, ADR      59,110       597,011  
Truist Financial Corp.      164,951       6,947,736  
U.S. Bancorp      153,318       5,971,736  
    

 

 

 
             $ 18,897,255  
Pharmaceuticals - 5.4%               
Bayer AG      197,734     $ 9,294,541  
Bristol-Myers Squibb Co.      28,825       1,684,821  
Eli Lilly & Co.      53,411       6,967,999  
Johnson & Johnson      124,428       17,060,323  
Merck & Co., Inc.      143,912       10,823,622  
Novartis AG      113,705       8,865,010  
Novo Nordisk A.S., “B”      105,317       6,764,376  
Roche Holding AG      80,231       25,789,942  
Santen Pharmaceutical Co. Ltd.      130,300       2,317,876  
    

 

 

 
             $ 89,568,510  
Printing & Publishing - 0.7%               
RELX PLC      180,383     $ 3,572,462  
Wolters Kluwer N.V.      107,153       8,683,288  
    

 

 

 
             $ 12,255,750  
Railroad & Shipping - 1.1%               
Canadian National Railway Co.      23,040     $ 2,291,328  
Canadian Pacific Railway Ltd.      26,841       8,021,073  
Kansas City Southern Co.      8,808       1,551,441  
Union Pacific Corp.      38,844       6,882,769  
    

 

 

 
             $ 18,746,611  
Real Estate - 0.7%               
Deutsche Wohnen SE      77,616     $ 3,916,836  
Easterly Government Properties, REIT      26,611       556,170  
Grand City Properties S.A.      80,940       1,837,259  
Lexington Realty Trust, REIT      101,530       1,008,193  
Longfor Properties Co. Ltd.      270,500       1,480,821  
Spirit Realty Capital, Inc., REIT      35,659       1,071,553  
Starwood Property Trust, Inc., REIT      63,520       887,374  
    

 

 

 
             $ 10,758,206  
Restaurants - 0.2%               
Yum China Holdings, Inc.      64,773     $ 3,447,867  

 

19


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Specialty Chemicals - 0.7%               
Akzo Nobel N.V.      67,537     $ 6,504,931  
Linde PLC      9,862       2,161,623  
Nitto Denko Corp.      17,900       1,256,213  
PTT Global Chemical PLC      1,444,700       1,854,111  
    

 

 

 
             $ 11,776,878  
Specialty Stores - 0.3%               
Home Depot, Inc.      20,676     $ 5,514,496  
Telecommunications - Wireless - 1.9%               
KDDI Corp.      809,300     $ 21,673,459  
Mobile TeleSystems PJSC, ADR      69,054       540,002  
T-Mobile USA, Inc. (a)      28,414       3,113,322  
Vodafone Group PLC      4,142,602       5,527,743  
    

 

 

 
             $ 30,854,526  
Telephone Services - 0.5%               
Hellenic Telecommunications Organization S.A.      95,600     $ 1,271,509  
Koninklijke KPN N.V.      433,528       1,171,388  
TELUS Corp.      365,089       6,242,383  
    

 

 

 
             $ 8,685,280  
Tobacco - 1.2%               
British American Tobacco PLC      172,447     $ 5,468,956  
Imperial Brands PLC      130,123       2,063,350  
Japan Tobacco, Inc.      328,100       6,204,657  
Philip Morris International, Inc.      95,247       6,764,442  
    

 

 

 
             $ 20,501,405  
Utilities - Electric Power - 1.7%               
AltaGas Ltd.      55,906     $ 708,739  
CLP Holdings Ltd.      72,500       666,785  
Duke Energy Corp.      81,030       7,463,673  
E.ON SE      421,536       4,394,912  
Exelon Corp.      150,799       6,015,372  
Iberdrola S.A.      342,269       4,036,064  
Transmissora Alianca de Energia Eletrica S.A., IEU      71,904       352,756  
Xcel Energy, Inc.      59,736       4,183,312  
    

 

 

 
             $ 27,821,613  
Total Common Stocks (Identified Cost, $723,776,183)

 

  $ 951,929,005  

 

20


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - 39.3%              
Aerospace - 0.2%              
Huntington Ingalls Industries, Inc., 3.844%, 5/01/2025 (n)   $ 476,000     $ 523,763  
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027     605,000       658,709  
L3Harris Technologies, Inc., 3.85%, 6/15/2023     964,000       1,040,956  
Lockheed Martin Corp., 2.8%, 6/15/2050     1,117,000       1,154,348  
   

 

 

 
            $ 3,377,776  
Asset-Backed & Securitized - 0.5%              
AA Bond Co. Ltd., 2.75%, 7/31/2023   GBP 925,000     $ 1,153,935  

Arbor Realty Trust, Inc., FLR, 1.598% (LIBOR - 1mo. + 1.45%), 9/15/2034 (n)

  $ 1,000,000       978,252  
Barclays Commercial Mortgage Securities LLC, 2020-C7, “XA”, 1.632%, 4/15/2053 (i)     1,447,252       162,660  
Business Jet Securities LLC, 2020-1A, “A”, 2.981%, 11/15/2035 (n)     645,000       650,070  
Capital Automotive, 2020-1A, “A4”, REIT, 3.19%, 2/15/2050 (n)     524,102       535,283  
CF Hippolyta Issuer LLC, 2020-1, “A1”, 1.69%, 7/15/2060 (n)     402,989       407,803  
Commercial Mortgage Pass-Through Certificates, 2020-BN28, “A4”, 1.844%, 3/15/2063     452,210       454,814  
Fort CRE LLC, 2018-1A, “A1”, FLR, 1.497% (LIBOR - 1mo. + 1.35%), 11/16/2035 (n)     1,254,500       1,245,141  
KKR Real Estate Financial Trust, Inc., 2018-FL1, “A”, FLR, 1.247% (LIBOR - 1mo. + 1.1%), 6/15/2036 (n)     1,648,500       1,637,410  
MF1 CLO Ltd., 2019-FL2, “A”, FLR, 1.279% (LIBOR - 1mo. + 1.13%), 12/25/2034 (n)     988,000       973,280  
MF1 CLO Ltd., 2020-FL3, “AS”, FLR, 2.998% (LIBOR - 1mo. + 2.85%), 7/15/2035 (z)     714,500       719,836  
   

 

 

 
            $ 8,918,484  
Automotive - 0.5%              
Daimler AG, 0.75%, 9/30/2030   EUR 450,000     $ 531,880  
Delphi Automotive PLC, 1.5%, 3/10/2025     1,050,000       1,282,436  
Ferrari N.V., 1.5%, 5/27/2025     1,059,000       1,259,411  
Hyundai Capital America, 6.375%, 4/08/2030 (n)   $ 978,000       1,249,711  
Lear Corp., 3.8%, 9/15/2027     610,000       653,908  
Volkswagen Financial Services AG, 1.5%, 10/01/2024   EUR 680,000       826,379  
Volkswagen Financial Services N.V., 1.125%, 9/18/2023   GBP 300,000       388,863  
Volkswagen International Finance N.V., 1.625%, 2/10/2024     500,000       657,575  
Volkswagen International Finance N.V., 0.875%, 9/22/2028   EUR 400,000       473,247  
Volkswagen International Finance N.V., 3.5% to 6/17/2025, FLR (EUR Swap Rate - 5yr. + 3.746%) to 6/17/2030, FLR (EUR Swap Rate - 5yr. + 3.996%) to 6/17/2045, FLR (EUR Swap Rate - 5yr. + 4.746%) to 6/17/2070     700,000       821,532  
   

 

 

 
            $ 8,144,942  

 

21


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Broadcasting - 0.2%              
Discovery, Inc., 4.125%, 5/15/2029   $ 718,000     $ 818,942  
MMS USA Financing, Inc., 1.75%, 6/13/2031   EUR 600,000       745,907  
Prosus N.V., 1.539%, 8/03/2028     300,000       353,281  
Prosus N.V., 3.68%, 1/21/2030 (n)   $ 387,000       421,145  
Walt Disney Co., 3.5%, 5/13/2040     658,000       735,622  
   

 

 

 
            $ 3,074,897  
Brokerage & Asset Managers - 0.3%              
Deutsche Boerse AG, 1.25% to 6/17/2027, FLR (EUR Swap Rate - 5yr. + 1.681%) to 6/16/2047   EUR 100,000     $ 116,756  
E*TRADE Financial Corp., 2.95%, 8/24/2022   $ 549,000       571,621  
Euroclear Bank S.A., 0.125%, 7/07/2025   EUR 263,000       309,751  
Euroclear Investments S.A., 2.625% to 4/11/2028, FLR    
(EUR Swap Rate - 5yr. + 1.659%) to 4/11/2048     800,000       1,016,972  
Intercontinental Exchange, Inc., 1.85%, 9/15/2032   $ 487,000       482,727  
Low Income Investment Fund, 3.386%, 7/01/2026     285,000       303,590  
Low Income Investment Fund, 3.711%, 7/01/2029     760,000       830,028  
Raymond James Financial, 4.65%, 4/01/2030     1,017,000       1,231,175  
   

 

 

 
            $ 4,862,620  
Building - 0.3%              
CRH America Finance, Inc., 4.5%, 4/04/2048 (n)   $ 1,033,000     $ 1,203,688  
Holcim Finance (Luxembourg) S.A., 2.375%, 4/09/2025   EUR 697,000       889,802  
Masco Corp., 2%, 10/01/2030   $ 2,249,000       2,246,895  
Vulcan Materials Co., 3.5%, 6/01/2030     908,000       1,018,898  
   

 

 

 
            $ 5,359,283  
Business Services - 0.3%              
Euronet Worldwide, Inc., 1.375%, 5/22/2026   EUR 1,455,000     $ 1,657,811  
Fidelity National Information Services, Inc., 3.875%, 6/05/2024   $ 265,000       291,206  
Fidelity National Information Services, Inc., 2.602%, 5/21/2025   GBP 250,000       350,233  
Fidelity National Information Services, Inc., 3%, 8/15/2026   $ 902,000       997,487  
Fiserv, Inc., 4.4%, 7/01/2049     281,000       347,990  
NXP Semiconductors N.V., 3.4%, 5/01/2030 (n)     1,430,000       1,570,551  
   

 

 

 
            $ 5,215,278  
Cable TV - 0.4%              
Charter Communications Operating LLC/Charter    
Communications Operating Capital Corp., 6.384%, 10/23/2035   $ 643,000     $ 868,780  
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 4.8%, 3/01/2050     486,000       553,651  

 

22


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Cable TV - continued              
Comcast Corp., 3.75%, 4/01/2040   $ 928,000     $ 1,080,163  
Cox Communications, Inc., 3.25%, 12/15/2022 (n)     495,000       521,202  
Eutelsat S.A., 2.25%, 7/13/2027   EUR 1,000,000       1,238,189  
Eutelsat S.A., 1.5%, 10/13/2028     600,000       696,344  
SES S.A., 1.625%, 3/22/2026     550,000       670,504  
SES S.A., 2%, 7/02/2028     484,000       594,581  
   

 

 

 
            $ 6,223,414  
Chemicals - 0.1%              
Sasol Financing (USA) LLC, 6.5%, 9/27/2028   $ 600,000     $ 575,700  
Sherwin-Williams Co., 3.8%, 8/15/2049     450,000       515,150  
   

 

 

 
            $ 1,090,850  
Computer Software - 0.3%              
Dassault Systemes S.A., 0.125%, 9/16/2026   EUR 600,000     $ 708,890  
Dell International LLC/EMC Corp., 4.9%, 10/01/2026 (n)   $ 1,262,000       1,437,106  
Microsoft Corp., 4.1%, 2/06/2037     1,212,000       1,549,317  
Microsoft Corp., 2.525%, 6/01/2050     788,000       803,098  
Microsoft Corp., 3.95%, 8/08/2056     412,000       528,783  
Microsoft Corp., 2.675%, 6/01/2060     87,000       88,830  
   

 

 

 
            $ 5,116,024  
Computer Software - Systems - 0.2%              
Apple, Inc., 2.7%, 5/13/2022   $ 498,000     $ 516,474  
Apple, Inc., 4.5%, 2/23/2036     1,781,000       2,357,133  
Capgemini SE, 2%, 4/15/2029   EUR 500,000       655,187  
Capgemini SE, 1.125%, 6/23/2030     400,000       486,878  
   

 

 

 
            $ 4,015,672  
Conglomerates - 0.3%              
Carrier Global Corp., 2.722%, 2/15/2030 (n)   $ 1,495,000     $ 1,560,358  
General Electric Co., 0.875%, 5/17/2025   EUR 375,000       437,145  
Roper Technologies, Inc., 4.2%, 9/15/2028   $ 652,000       771,347  
Roper Technologies, Inc., 2.95%, 9/15/2029     412,000       450,746  
Roper Technologies, Inc., 2%, 6/30/2030     1,088,000       1,105,946  
   

 

 

 
            $ 4,325,542  
Consumer Products - 0.2%              
LVMH Moet Hennessy Louis Vuitton SE, 0.375%, 2/11/2031   EUR  400,000     $ 472,941  
Reckitt Benckiser Treasury Services (Nederland) B.V., 0.375%, 5/19/2026     473,000       565,593  
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)   $ 731,000       786,687  
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n)     1,016,000       1,117,713  

 

23


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Consumer Products - continued              
Reckitt Benckiser Treasury Services PLC, 1.75%, 5/19/2032   GBP  456,000     $ 615,357  
   

 

 

 
            $ 3,558,291  
Consumer Services - 0.2%              
Booking Holdings, Inc., 4.5%, 4/13/2027   $ 647,000     $ 754,975  
Mastercard, Inc., 3.85%, 3/26/2050     455,000       566,388  
Visa, Inc., 4.15%, 12/14/2035     889,000       1,136,330  
Visa, Inc., 3.65%, 9/15/2047     583,000       715,944  
   

 

 

 
            $ 3,173,637  
Containers - 0.1%              
DS Smith PLC, 0.875%, 9/12/2026   EUR  650,000     $ 761,728  
Electronics - 0.4%              
ASML Holding N.V., 0.625%, 5/07/2029   EUR  212,000     $ 258,363  
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027   $ 1,481,000       1,634,848  
Broadcom, Inc., 3.15%, 11/15/2025     1,100,000       1,185,558  
Broadcom, Inc., 4.15%, 11/15/2030     505,000       565,739  
Intel Corp., 3.7%, 7/29/2025     1,875,000       2,118,030  
Texas Instruments, Inc., 2.25%, 9/04/2029     295,000       315,026  
   

 

 

 
            $ 6,077,564  
Emerging Market Quasi-Sovereign - 2.1%              
CEZ A.S. (Czech Republic), 0.875%, 12/02/2026   EUR  900,000     $ 1,072,601  
China Construction Bank Corp., Hong Kong Branch, 1.25%, 8/04/2025   $ 1,700,000       1,687,641  
China Development Bank, 3.45%, 9/20/2029   CNY 152,120,000       22,187,989  
Export-Import Bank of India, 3.375%, 8/05/2026   $ 1,200,000       1,265,208  
Export-Import Bank of India, 3.875%, 2/01/2028     1,000,000       1,052,240  
MDGH - GMTN B.V. (United Arab Emirates), 2.5%, 11/07/2024     763,000       798,492  
PT Pertamina (Persero) (Republic of Indonesia), 3.65%, 7/30/2029     1,050,000       1,128,750  
PT Pertamina (Persero) (Republic of Indonesia), 6%, 5/03/2042 (n)     3,240,000       3,952,595  
State Grid Overseas Investment (2016) Ltd. (People’s Republic of China), 3.5%, 5/04/2027     1,939,000       2,157,835  
   

 

 

 
            $ 35,303,351  
Emerging Market Sovereign - 1.3%              
Oriental Republic of Uruguay, 4.375%, 1/23/2031   $ 2,450,000     $ 2,958,400  
Republic of Croatia, 1.125%, 6/19/2029   EUR  1,563,000       1,862,216  
Republic of Croatia, 1.5%, 6/17/2031     3,935,000       4,817,771  

 

24


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Emerging Market Sovereign - continued              
Republic of Estonia, 0.125%, 6/10/2030   EUR 2,806,000     $ 3,344,741  
Republic of Indonesia, 7%, 9/15/2030   IDR 49,100,000,000       3,452,947  
Republic of Korea, 1.875%, 6/10/2029   KRW 3,105,000,000       2,819,589  
Republic of Peru, 2.392%, 1/23/2026   $ 167,000       175,517  
Republic of Peru, 2.783%, 1/23/2031     794,000       858,314  
State of Qatar, 4%, 3/14/2029 (n)     878,000       1,028,343  
State of Qatar, 4.4%, 4/16/2050     299,000       380,609  
   

 

 

 
            $ 21,698,447  
Energy - Independent - 0.3%              
Noble Energy, Inc., 4.2%, 10/15/2049   $ 1,196,000     $ 1,427,625  
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026 (n)     3,609,000       3,838,893  
   

 

 

 
            $ 5,266,518  
Energy - Integrated - 0.2%              
Eni S.p.A., 4.25%, 5/09/2029 (n)   $ 607,000     $ 684,457  
Eni S.p.A., 2.625% to 1/13/2026, FLR (EUR Swap Rate - 5yr. + 3.167% to 1/13/2031, FLR (EUR Swap Rate - 5yr. + 3.417%) to 1/13/2046, FLR (EUR Swap Rate - 5yr. + 4.167%) to 1/13/2069   EUR  240,000       276,660  
Galp Energia SGPS S.A., 2%, 1/15/2026     600,000       713,227  
OMV AG, 0.75%, 6/16/2030     371,000       443,191  
OMV AG, 2.5% to 9/01/2026, FLR (EUR Swap Rate - 5yr. + 2.82%) to 9/01/2030, FLR
(EUR Swap Rate - 5yr. + 3.82%) to 9/01/2059
    400,000       460,037  
   

 

 

 
            $ 2,577,572  
Entertainment - 0.0%              
Royal Caribbean Cruises Ltd., 3.7%, 3/15/2028   $ 476,000     $ 347,480  
Financial Institutions - 0.4%              
Avolon Holdings Funding Ltd., 4.375%, 5/01/2026 (n)   $ 537,000     $ 520,835  
CTP B.V., 2.125%, 10/01/2025   EUR  1,447,000       1,715,624  
EXOR N.V., 2.25%, 4/29/2030     925,000       1,142,298  
GE Capital International Funding Co., 3.373%, 11/15/2025   $ 1,716,000       1,841,242  
Grand City Properties S.A., 1.375%, 8/03/2026   EUR  1,100,000       1,346,508  

Grand City Properties S.A., 2.5% to 10/24/2023, FLR
(EUR Swap Rate - 5yr. + 2.432%) to 10/24/2028, FLR
(EUR Swap Rate - 5yr. + 2.682%) to 10/24/2043, FLR
(EUR Swap Rate - 5yr. + 3.432%) to 10/24/2069

    600,000       701,366  
   

 

 

 
            $ 7,267,873  
Food & Beverages - 0.6%              
Anheuser-Busch InBev S.A./N.V., 1.65%, 3/28/2031   EUR  530,000     $ 682,449  
Anheuser-Busch InBev Worldwide, Inc., 4.375%, 4/15/2038   $ 446,000       521,781  
Anheuser-Busch InBev Worldwide, Inc., 5.55%, 1/23/2049     512,000       690,453  

 

25


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Food & Beverages - continued              
Bacardi Ltd., 5.15%, 5/15/2038 (n)   $ 658,000     $ 792,401  
Constellation Brands, Inc., 4.4%, 11/15/2025     1,053,000       1,217,279  
Constellation Brands, Inc., 3.15%, 8/01/2029     1,006,000       1,101,853  
Danone S.A., 2.077%, 11/02/2021 (n)     1,298,000       1,315,022  
Danone S.A., 2.589%, 11/02/2023 (n)     2,745,000       2,890,548  
Diageo Finance PLC, 1.875%, 3/27/2027   EUR  300,000       389,944  
   

 

 

 
            $ 9,601,730  
Forest & Paper Products - 0.0%              
Mondi Finance Europe GmbH, 2.375%, 4/01/2028   EUR  400,000     $ 529,504  
Gaming & Lodging - 0.0%              
Las Vegas Sands Corp., 3.9%, 8/08/2029   $ 343,000     $ 342,496  
Industrial - 0.3%              
CPI Property Group S.A., 2.75%, 5/12/2026   EUR  920,000     $ 1,112,577  
CPI Property Group S.A., 2.75%, 1/22/2028   GBP  450,000       573,338  
Grainger PLC, 3%, 7/03/2030     297,000       404,203  
Investor AB, 0.375%, 10/29/2035   EUR  275,000       317,918  
Investor AB, 1.5%, 6/20/2039     320,000       436,147  
Trustees of the University of Pennsylvania, 2.396%, 10/01/2050   $ 1,588,000       1,542,762  
   

 

 

 
            $ 4,386,945  
Insurance - 0.4%              
Aflac, Inc., 3.6%, 4/01/2030   $ 1,004,000     $ 1,164,414  
Argentum Zurich Insurance, 3.5% to 10/01/2026, FLR (EURIBOR - 3mo. + 3.95%) to 10/01/2046   EUR  700,000       922,420  

Aviva PLC, 3.875% to 7/03/2024, FLR (EUR Swap Rate - 5yr. + 3.48%) to 7/03/2044

    700,000       884,185  
Aviva PLC, 4% to 6/03/2035, FLR (GBP Government Yield - 5yr. + 4.7%) to 6/03/2055   GBP  177,000       241,204  
CNP Assurances S.A., 2% to 7/27/2030, FLR (EURIBOR - 3mo. + 3%) to 7/27/2050   EUR  500,000       582,762  
Credit Agricole Assurances S.A., 2%, 7/17/2030     400,000       472,958  

Munich Re Group, 1.25% to 5/26/2031, FLR (EURIBOR - 3mo. + 2.55%) to 5/26/2041

    300,000       342,946  
Zurich Finance (Ireland) DAC, 1.875% to 9/17/2030, FLR (EURIBOR - 3mo. + 2.95%) to 9/17/2050     934,000       1,104,072  
   

 

 

 
            $ 5,714,961  
Insurance - Property & Casualty - 0.3%              
Berkshire Hathaway, Inc., 2.75%, 3/15/2023   $ 559,000     $ 587,822  
Berkshire Hathaway, Inc., 4.5%, 2/11/2043     420,000       552,040  
Fairfax Financial Holdings Ltd., 4.625%, 4/29/2030     861,000       921,048  
Hartford Financial Services Group, Inc., 3.6%, 8/19/2049     728,000       812,510  

 

26


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Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Insurance - Property & Casualty - continued              
Progressive Corp., 4.125%, 4/15/2047   $ 823,000     $ 1,055,628  
QBE Capital Funding IV LP, 7.5% to 5/24/2021, FLR (GBP Swap Rate - 10yr. + 4.003%) to 5/24/2041   GBP  300,000       396,394  

QBE Insurance Group Ltd., 6.115% to 5/24/2022, FLR (GBP Swap Rate - 5yr. + 5%) to 5/24/2042

    100,000       136,482  
Willis North America, Inc., 3.875%, 9/15/2049   $ 943,000       1,097,255  
   

 

 

 
            $ 5,559,179  
International Market Quasi-Sovereign - 0.3%              
Deutsche Bahn Finance GmbH, 1.375%, 4/16/2040   EUR  195,000     $ 257,376  
Deutsche Bahn Finance GmbH (Federal Republic of Germany), 0.875%, 6/23/2039     354,000       433,189  

Electricite de France S.A., 2.875% to 3/15/2027, FLR (EUR Swap Rate - 5yr. + 3.373%) to 3/15/2031, FLR (EUR Swap Rate - 5yr. + 3.623%) to 3/15/2047, FLR (EUR Swap Rate - 5yr. + 4.373%) to 3/15/2070

    800,000       909,592  

Electricite de France S.A., 5.875% to 1/22/2029, FLR (GBP Swap Rate - 15yr. + 3.046%) to 1/22/2049, FLR (GBP Swap Rate - 15yr. + 3.796%) to 1/22/2070

  GBP  400,000       560,304  

Islandsbanki (Republic of Iceland), 1.125% to 1/19/2023, FLR (EUR Swap Rate - 1yr. + 0.75%) to 1/19/2024

  EUR  650,000       762,058  
La Banque Postale (Republic of France), 0.5% to 6/17/2025, FLR (EURIBOR - 3mo. + 0.88%) to 6/17/2026     500,000       583,769  
La Banque Postale S.A., 0.875% to 1/26/2026, FLR (EUR    
Swap Rate - 5yr. + 1.38%) to 1/26/2031
(Put Date 11/24/2020)
    600,000       694,730  
Ontario Teachers’ Finance Trust, 0.5%, 5/06/2025     580,000       695,997  
   

 

 

 
            $ 4,897,015  
International Market Sovereign - 10.9%              
Commonwealth of Australia, 2.5%, 5/21/2030   AUD  1,250,000     $ 1,017,382  
Commonwealth of Australia, 2.75%, 6/21/2035     4,070,000       3,482,865  
Commonwealth of Australia, 3.25%, 6/21/2039     3,337,000       3,036,257  
Commonwealth of Australia, 1.75%, 6/21/2051     7,619,000       5,294,638  
Federal Republic of Germany, 1.25%, 8/15/2048   EUR  2,619,000       4,356,901  
Government of Bermuda, 2.375%, 8/20/2030 (n)   $ 418,000       428,972  
Government of Canada, 5%, 6/01/2037   CAD  2,681,000       3,275,195  
Government of Japan, 1.8%, 9/20/2030   JPY  23,300,000       261,064  
Government of Japan, 1.8%, 6/20/2031     1,340,450,000       15,133,213  
Government of Japan, 1.7%, 3/20/2032     598,700,000       6,743,674  
Government of Japan, 2.4%, 3/20/2037     718,950,000       9,149,093  
Government of Japan, 0.5%, 6/20/2038     765,550,000       7,489,074  
Government of Japan, 0.4%, 3/20/2039     192,900,000       1,849,386  
Government of Japan, 2.3%, 3/20/2040     310,350,000       4,008,657  
Government of New Zealand, 1.5%, 5/15/2031   NZD  14,037,000       10,187,394  
Kingdom of Belgium, 1.45%, 6/22/2037   EUR  2,112,000       3,061,566  

 

27


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
International Market Sovereign - continued              
Kingdom of Spain, 1.85%, 7/30/2035   EUR  2,928,000     $ 4,088,124  
Kingdom of Sweden, 0.125%, 5/12/2031 (n)   SEK  14,745,000       1,684,771  
Republic of Cyprus, 1.5%, 4/16/2027   EUR  4,800,000       6,064,279  
Republic of Cyprus, 0.625%, 1/21/2030     1,058,000       1,254,010  
Republic of Cyprus, 2.75%, 2/26/2034     1,320,000       1,919,529  
Republic of France, 1.25%, 5/25/2036     5,353,000       7,536,195  
Republic of France, 1.5%, 5/25/2050     4,762,000       7,421,742  
Republic of France, 0.75%, 5/25/2052 (n)     1,443,590       1,880,223  
Republic of Iceland, 8%, 6/12/2025   ISK  250,830,000       2,203,108  
Republic of Iceland, 0.625%, 6/03/2026   EUR  300,000       360,060  
Republic of Iceland, 5%, 11/15/2028   ISK  345,597,000       2,815,118  
Republic of Italy, 0.95%, 8/01/2030   EUR  14,360,000       17,163,422  
Republic of Italy, 1.45%, 3/01/2036     5,789,000       7,092,131  
Republic of New Zealand, 2.75%, 4/15/2037   NZD  896,000       750,011  
Republic of Portugal, 2.25%, 4/18/2034   EUR  541,000       787,279  
Republic of Portugal, 4.1%, 4/15/2037     3,175,000       5,804,084  
United Kingdom Treasury, 0.875%, 10/22/2029   GBP  5,850,000       8,020,588  
United Kingdom Treasury, 1.75%, 9/07/2037     12,500,000       18,968,620  
United Kingdom Treasury, 1.75%, 1/22/2049     2,771,000       4,430,712  
   

 

 

 
            $ 179,019,337  
Local Authorities - 0.6%              
Province of Alberta, 0.5%, 4/16/2025   EUR  730,000     $ 879,156  
Province of Alberta, 4.5%, 12/01/2040   CAD  710,000       723,392  
Province of British Columbia, 2.3%, 6/18/2026     1,895,000       1,535,984  
Province of British Columbia, 2.2%, 6/18/2030     2,065,000       1,676,272  
Province of Ontario, 2.05%, 6/02/2030     5,042,000       4,021,566  
Province of Saskatchewan, 3.05%, 12/02/2028     1,900,000       1,624,676  
   

 

 

 
            $ 10,461,046  
Machinery & Tools - 0.1%              
CNH Industrial Capital LLC, 1.875%, 1/15/2026   $ 1,156,000     $ 1,160,020  
Major Banks - 1.6%              
Bank of America Corp., 3.366% to 1/23/2025, FLR (LIBOR - 3mo. + 0.81%) to 1/23/2026   $ 1,469,000     $ 1,602,614  
Bank of America Corp., 3.419% to 12/20/2027, FLR (LIBOR - 3mo. + 1.04%) to 12/20/2028     1,125,000       1,249,785  
Bankinter S.A., 0.875%, 7/08/2026   EUR 400,000       468,459  
CaixaBank S.A., 2.75% to 7/14/2023, FLR (EUR Swap Rate - 5yr. + 2.35%) to 7/14/2028     900,000       1,072,792  
Credit Agricole S.A., 1% to 4/22/2025, FLR (EURIBOR - 3mo. + 1.25%) to 4/22/2026     500,000       598,565  
Credit Agricole S.A., 1.625% to 6/05/2025, FLR (EUR Swap Rate - 5yr. + 1.9%) to 6/05/2030     600,000       718,483  

 

28


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Major Banks - continued              
Credit Suisse Group AG, 1.25% to 7/17/2024, FLR (EUR Swap Rate - 1yr. + 0.75%) to 7/17/2025   EUR 750,000     $ 900,894  
Credit Suisse Group AG, 2.25% to 6/09/2027, FLR (GBP Government Yield - 1yr. + 2.23%) to 6/09/2028   GBP 427,000       571,282  
Credit Suisse Group AG, 3.869%, 1/12/2029 (n)   $ 1,500,000       1,669,487  
Erste Group Bank AG, 0.875%, 5/13/2027   EUR 500,000       611,107  
Erste Group Bank AG, 1% to 6/10/2025, FLR (EUR ICE Swap Rate - 5yr. + 1.3%) to 6/10/2030     800,000       908,256  

Erste Group Bank AG, 1.625% to 9/08/2026, FLR (EUR ICE Swap Rate - 5yr. + 2.1%) to 9/08/2031

    100,000       117,400  
HSBC Holdings PLC, 2.099% to 6/04/2025, FLR (SOFR + 1.929%) to 6/04/2026   $ 1,029,000       1,050,864  
HSBC Holdings PLC, 4.375%, 11/23/2026     1,075,000       1,206,867  
JPMorgan Chase & Co., 2.95%, 10/01/2026     1,596,000       1,758,632  
Mitsubishi UFJ Financial Group, Inc., 1.412%, 7/17/2025     1,519,000       1,543,730  
Morgan Stanley, 5.5%, 7/28/2021     400,000       415,050  
Morgan Stanley, 3.125%, 1/23/2023     1,757,000       1,857,261  
Morgan Stanley, 3.622% to 4/01/2030, FLR (SOFR + 3.12%) to 4/01/2031     522,000       597,488  

Nationwide Building Society, 1.5% to 3/08/2025, FLR (EURIBOR - 3mo. + 0.93%) to 3/08/2026

  EUR 850,000       1,034,566  
Sumitomo Mitsui Financial Group, Inc., 3.544%, 1/17/2028   $ 866,000       968,953  
Svenska Handelsbanken AB, 0.5%, 2/18/2030   EUR 850,000       1,003,731  

Svenska Handelsbanken AB, 5.25% to 3/01/2021, FLR (Swap Rate - 5yr. + 3.335%) to 12/29/2049

  $ 1,091,000       1,093,727  
UBS Group Funding (Switzerland) AG, 2.859%, 8/15/2023 (n)     600,000       621,641  
UniCredit S.p.A., 1.25% to 6/16/2025, FLR (EURIBOR - 3mo. + 1.6%) to 6/16/2026   EUR 668,000       789,617  
UniCredit S.p.A., 2.2% to 7/22/2026, FLR (EURIBOR - 3mo. + 2.55%) to 7/22/2027     996,000       1,182,711  
Wells Fargo & Co., 3.9%, 5/01/2045   $ 811,000       943,098  
   

 

 

 
            $ 26,557,060  
Medical & Health Technology & Services - 0.5%              
Alcon, Inc., 3.8%, 9/23/2049 (n)   $ 231,000     $ 261,257  
BayCare Health System, Inc., 3.831%, 11/15/2050     1,178,000       1,405,301  
Cigna Corp., 4.125%, 11/15/2025     944,000       1,079,687  
HCA, Inc., 5.125%, 6/15/2039     399,000       485,684  
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045     567,000       720,594  
Memorial Sloan-Kettering Cancer Center, 2.955%, 1/01/2050     670,000       686,540  
New York Society for the Relief of the Ruptured & Crippled, 2.667%, 10/01/2050     1,300,000       1,191,696  
ProMedica Toledo Hospital, “B”, AGM, 6.015%, 11/15/2048     590,000       812,840  
Thermo Fisher Scientific, Inc., 3%, 4/15/2023     1,682,000       1,779,363  
   

 

 

 
            $ 8,422,962  

 

29


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Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Medical Equipment - 0.1%              
Abbott Ireland Financing DAC, 1.5%, 9/27/2026   EUR 700,000     $ 886,997  
Boston Scientific Corp., 0.625%, 12/01/2027     300,000       350,828  
DH Europe Finance II S.à r.l., 0.45%, 3/18/2028     250,000       293,903  
   

 

 

 
            $ 1,531,728  
Metals & Mining - 0.1%              
Anglo American Capital PLC, 5.625%, 4/01/2030 (n)   $ 600,000     $ 737,456  
Glencore Capital Finance DAC, 1.125%, 3/10/2028   EUR 750,000       873,959  
   

 

 

 
            $ 1,611,415  
Midstream - 0.2%              
MPLX LP, 4.5%, 4/15/2038   $ 693,000     $ 701,961  
Plains All American Pipeline LP/PAA Finance Corp., 3.55%, 12/15/2029     557,000       534,110  
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028     1,216,000       1,320,176  
Sabine Pass Liquefaction LLC, 4.5%, 5/15/2030 (n)     689,000       770,799  
   

 

 

 
            $ 3,327,046  
Mortgage-Backed - 4.8%              
Fannie Mae, 4.5%, 3/01/2025 - 2/01/2046   $ 6,525,545     $ 7,312,926  
Fannie Mae, 5.5%, 1/01/2037     22,232       26,206  
Fannie Mae, 6%, 9/01/2037 - 6/01/2038     212,156       246,650  
Fannie Mae, 5%, 4/01/2040 - 8/01/2040     1,632,310       1,884,728  
Fannie Mae, 4%, 11/01/2040 - 2/01/2041     3,212,325       3,536,100  
Fannie Mae, 3.5%, 5/01/2043 - 1/01/2047     2,854,720       3,150,335  
Fannie Mae, 2.5%, 3/01/2050 - 11/01/2050     1,520,793       1,605,429  
Fannie Mae, 3%, 7/01/2050 - 9/01/2050     2,066,975       2,165,450  
Fannie Mae, TBA, 3%, 11/17/2035 - 12/25/2050     7,100,000       7,423,526  
Fannie Mae, TBA, 1.5%, 11/25/2035 - 1/25/2051     950,000       966,881  
Fannie Mae, TBA, 2.5%, 11/25/2035 - 11/25/2050     1,145,000       1,190,124  
Fannie Mae, TBA, 2%, 12/25/2035 - 12/25/2050     3,775,000       3,899,379  
Fannie Mae, TBA, 3.5%, 11/25/2050     1,250,000       1,319,995  
Fannie Mae, TBA, 4%, 11/25/2050 - 12/25/2050     2,350,000       2,510,791  
Freddie Mac, 1.368%, 3/25/2027 (i)     1,523,000       121,315  
Freddie Mac, 3.224%, 3/25/2027     4,500,000       5,105,214  
Freddie Mac, 3.194%, 7/25/2027     3,914,000       4,436,640  
Freddie Mac, 3.286%, 11/25/2027     2,576,000       2,960,008  
Freddie Mac, 3.9%, 4/25/2028     3,240,000       3,848,857  
Freddie Mac, 3.926%, 7/25/2028     1,125,000       1,341,240  
Freddie Mac, 1.799%, 4/25/2030 (i)     3,170,226       480,673  
Freddie Mac, 1.868%, 4/25/2030 (i)     2,614,093       409,833  
Freddie Mac, 1.662%, 5/25/2030 (i)     3,298,344       467,373  
Freddie Mac, 1.796%, 5/25/2030 (i)     7,375,798       1,119,125  
Freddie Mac, 1.342%, 6/25/2030 (i)     3,056,884       352,793  

 

30


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Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Mortgage-Backed - continued              
Freddie Mac, 1.6%, 8/25/2030 (i)   $ 2,713,457     $ 375,702  
Freddie Mac, 5.5%, 7/01/2037     44,220       51,523  
Freddie Mac, 4.5%, 12/01/2039 - 5/01/2042     1,913,393       2,148,595  
Freddie Mac, 5%, 7/01/2041     879,826       1,012,562  
Freddie Mac, 3.5%, 1/01/2047     1,599,348       1,703,950  
Freddie Mac, 3%, 5/01/2050 - 6/01/2050     478,087       522,460  
Freddie Mac, 1.262%, 10/25/2053 (i)     1,752,322       180,599  
Ginnie Mae, 5%, 5/15/2040     371,600       427,934  
Ginnie Mae, 3.5%, 6/20/2043     949,932       1,030,214  
Ginnie Mae, 3%, 8/20/2050 - 9/20/2050     3,583,637       3,764,970  
Ginnie Mae, 2.5%, 10/20/2050 - 11/20/2050     1,325,000       1,389,335  
Ginnie Mae, TBA, 2%, 11/15/2050 - 12/15/2050     950,000       986,151  
Ginnie Mae, TBA, 2.5%, 11/15/2050 - 12/15/2050     1,900,000       1,988,588  
Ginnie Mae, TBA, 3%, 11/15/2050 - 12/15/2050     550,000       574,039  
Ginnie Mae, TBA, 3.5%, 11/15/2050     3,287,101       3,464,874  
Ginnie Mae, TBA, 4%, 11/15/2050 - 12/15/2050     2,100,000       2,234,379  
   

 

 

 
            $ 79,737,466  
Municipals - 0.5%              
Commonwealth of Puerto Rico, Public Improvement, “C-7”, NATL, 6%, 7/01/2027   $ 100,000     $ 102,427  
Michigan Finance Authority Hospital Rev. (Trinity Health Credit Group), 3.384%, 12/01/2040     945,000       1,047,296  
Missouri Health & Educational Facilities Authority, Taxable Education Facilities Rev. (Washington University of St. Louis), “A”, 3.229%, 5/15/2050     1,715,000       1,890,153  
New Jersey Economic Development Authority State Pension Funding Rev., “A”, NATL, 7.425%, 2/15/2029     801,000       989,715  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “C”, AGM, 4.65%, 8/15/2030     992,000       1,134,025  
Puerto Rico Electric Power Authority Rev., “PP”, NATL, 5%, 7/01/2022     425,000       426,951  
State of Florida, “A”, 2.154%, 7/01/2030     2,651,000       2,655,109  
   

 

 

 
            $ 8,245,676  
Natural Gas - Distribution - 0.4%              
Boston Gas Co., 3.15%, 8/01/2027 (n)   $ 857,000     $ 942,165  
CenterPoint Energy Resources Corp., 1.75%, 10/01/2030     2,059,000       2,067,586  
ENGIE S.A., 0.5%, 10/24/2030   EUR 800,000       958,470  
Infraestructura Energética Nova S.A.B. de C.V., 4.875%, 1/14/2048   $ 710,000       676,630  
Naturgy Finance B.V., 1.25%, 1/15/2026   EUR 800,000       988,535  
NiSource, Inc., 3.6%, 5/01/2030   $ 758,000       860,999  
   

 

 

 
            $ 6,494,385  

 

31


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Natural Gas - Pipeline - 0.1%              
APT Pipelines Ltd., 5%, 3/23/2035 (n)   $ 635,000     $ 783,831  
Network & Telecom - 0.0%              
Verizon Communications, Inc., 0.875%, 3/19/2032   EUR 550,000     $ 654,253  
Oil Services - 0.0%              
Halliburton Co., 5%, 11/15/2045   $ 516,000     $ 511,299  
Oils - 0.1%              
Neste Oyj, 1.5%, 6/07/2024   EUR 800,000     $ 961,479  
Other Banks & Diversified Financials - 0.9%              
AIB Group PLC, 1.25%, 5/28/2024   EUR 825,000     $ 980,851  
Belfius Bank S.A., 0.375%, 2/13/2026     1,200,000       1,396,753  
Belfius Bank S.A. , 0.375%, 9/02/2025     600,000       698,414  
Commerzbank AG, 0.75% to 3/24/2025, FLR (EURIBOR -3mo. + 1.3%) to 3/24/2026     100,000       116,663  
Deutsche Bank AG, 2.625%, 12/16/2024   GBP 800,000       1,061,460  
Deutsche Bank AG, 1.375% to 9/03/2025, FLR (EURIBOR - 3mo. + 1.85%) to 9/03/2026   EUR 900,000       1,051,097  
Groupe BPCE S.A., 4.5%, 3/15/2025 (n)   $ 950,000       1,054,679  
Groupe BPCE S.A., 1.375%, 12/23/2026   GBP 800,000       1,059,487  
ING Groep N.V., 2.125% to 5/26/2026, FLR (EUR Swap Rate - 5yr. + 2.4%) to 5/26/2031   EUR 500,000       606,707  
Intesa Sanpaolo S.p.A., 2.125%, 5/26/2025     699,000       867,715  
Intesa Sanpaolo S.p.A., 2.5%, 1/15/2030   GBP 550,000       721,074  
KBC Group N.V., 0.125% to 9/10/2025, FLR (EURIBOR - 3mo. + 0.6%) to 9/10/2026   EUR 1,400,000       1,621,187  
KBC Group N.V., 0.375% to 6/16/2026, FLR (EURIBOR - 3mo. + 0.72%) to 6/16/2027     400,000       470,328  
UBS AG, 5.125%, 5/15/2024   $ 1,530,000       1,677,706  
Virgin Money UK PLC, 2.875% to 6/24/2024, FLR (EUR Swap Rate - 1yr. + 3.25%) to 6/24/2025   EUR 376,000       446,316  

Virgin Money UK PLC, 5.125% to 12/11/2025, FLR (GBP Government Yield - 5yr. + 5.25%) to 12/11/2030

  GBP 225,000       289,972  
   

 

 

 
            $ 14,120,409  
Pharmaceuticals - 0.1%              
Bayer AG, 1.375%, 7/06/2032   EUR 500,000     $ 604,172  
Takeda Pharmaceutical Co. Ltd., 1.375%, 7/09/2032     699,000       858,256  
   

 

 

 
            $ 1,462,428  
Printing & Publishing - 0.0%              
Wolters Kluwer N.V., 0.75%, 7/03/2030   EUR 489,000     $ 589,187  

 

32


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Real Estate - Apartment - 0.1%              
Camden Property Trust, 2.8%, 5/15/2030   $ 285,000     $ 307,681  
Mid-America Apartment Communities, 1.7%, 2/15/2031     956,000       926,778  
   

 

 

 
            $ 1,234,459  
Real Estate - Office - 0.1%              
Alexandria Real Estate Equities, Inc., REIT, 1.875%, 2/01/2033   $ 723,000     $ 703,331  
Boston Properties, Inc., REIT, 3.125%, 9/01/2023     903,000       954,931  
Corporate Office Property LP, 2.25%, 3/15/2026     675,000       682,959  
   

 

 

 
            $ 2,341,221  
Real Estate - Other - 0.2%              
Lexington Realty Trust Co., 2.7%, 9/15/2030   $ 881,000     $ 889,462  
SELP Finance S.à r.l., 1.5%, 12/20/2026   EUR 730,000       894,937  
W.P. Carey, Inc., 2.4%, 2/01/2031   $ 1,296,000       1,279,476  
   

 

 

 
            $ 3,063,875  
Real Estate - Retail - 0.3%              
Brixmor Operating Partnership LP, REIT, 4.05%, 7/01/2030   $ 1,174,000     $ 1,268,864  
Realty Income Corp., REIT, 3.25%, 1/15/2031     980,000       1,071,976  
Regency Centers Corp., 3.7%, 6/15/2030     1,438,000       1,570,600  
VEREIT Operating Partnership LP, REIT, 3.4%, 1/15/2028     369,000       387,207  
VEREIT Operating Partnership LP, REIT, 3.1%, 12/15/2029     1,052,000       1,067,172  
   

 

 

 
            $ 5,365,819  
Retailers - 0.1%              
Best Buy Co., Inc., 1.95%, 10/01/2030   $ 1,357,000     $ 1,331,649  
Home Depot, Inc., 4.875%, 2/15/2044     435,000       593,381  
   

 

 

 
            $ 1,925,030  
Specialty Stores - 0.0%              
Richemont International Holding S.A., 0.75%, 5/26/2028   EUR 326,000     $ 398,626  
Supermarkets - 0.1%              
Auchan Holding S.A., 3.25%, 7/23/2027   EUR 600,000     $ 786,005  
Loblaw Cos. Ltd., 4.86%, 9/12/2023   CAD 725,000       598,665  
   

 

 

 
            $ 1,384,670  
Supranational - 0.3%              
Corporacion Andina de Fomento, 1.625%, 6/03/2025   EUR 1,100,000     $ 1,351,361  
Corporacion Andina de Fomento, 1.625%, 9/23/2025   $ 1,020,000       1,024,985  
International Bank for Reconstruction and Development, 4.25%, 6/24/2025   AUD 440,000       363,423  
West African Development Bank, 4.7%, 10/22/2031   $ 1,759,000       1,846,950  
   

 

 

 
            $ 4,586,719  

 

33


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Telecommunications - Wireless - 0.4%              
American Tower Corp., REIT, 3.5%, 1/31/2023   $ 412,000     $ 437,333  
American Tower Corp., REIT, 4%, 6/01/2025     1,100,000       1,234,751  
American Tower Corp., REIT, 0.5%, 1/15/2028   EUR 800,000       930,119  
Crown Castle International Corp., 1.35%, 7/15/2025   $ 501,000       505,989  
Crown Castle International Corp., 3.7%, 6/15/2026     425,000       473,661  
Rogers Communications, Inc., 3.7%, 11/15/2049     484,000       534,729  
Tele2 AB, 2.125%, 5/15/2028   EUR 1,240,000       1,603,267  
T-Mobile USA, Inc., 3.5%, 4/15/2025 (n)   $ 1,467,000       1,607,260  
   

 

 

 
            $ 7,327,109  
Telephone Services - 0.0%              
Iliad S.A., 2.375%, 6/17/2026   EUR 400,000     $ 468,307  
Tobacco - 0.1%              
B.A.T. International Finance PLC, 2.25%, 6/26/2028   GBP 416,000     $ 548,251  
B.A.T. Netherlands Finance B.V., 2.375%, 10/07/2024   EUR 718,000       903,225  
Imperial Brands Finance PLC, 1.375%, 1/27/2025     550,000       666,013  
   

 

 

 
            $ 2,117,489  
Transportation - Services - 0.4%              
Abertis Infraestructuras S.A., 3.375%, 11/27/2026   GBP 1,100,000     $ 1,505,862  
Deutsche Post DHL Group, 0.375%, 5/20/2026   EUR 681,000       814,735  
ERAC USA Finance LLC, 7%, 10/15/2037 (n)   $ 537,000       786,616  
Transurban Finance Co., 1.75%, 3/29/2028   EUR 584,000       726,876  
Vinci S.A., 2.25%, 3/15/2027   GBP 200,000       279,511  
Vinci S.A., 3.75%, 4/10/2029 (n)   $ 1,334,000       1,564,388  
   

 

 

 
            $ 5,677,988  
U.S. Government Agencies and Equivalents - 0.0%         
Small Business Administration, 5.31%, 5/01/2027   $ 75,650     $ 81,844  
Small Business Administration, 2.22%, 3/01/2033     510,237       528,381  
   

 

 

 
            $ 610,225  
U.S. Treasury Obligations - 4.4%              
U.S. Treasury Bonds, 2.25%, 8/15/2049   $ 639,900     $ 734,160  
U.S. Treasury Bonds, 2.375%, 11/15/2049     5,789,000       6,817,000  
U.S. Treasury Notes, 2%, 11/15/2026     550,000       598,340  
U.S. Treasury Notes, 2.25%, 11/15/2027     9,825,000       10,921,485  
U.S. Treasury Notes, 2.375%, 5/15/2029 (f)     30,596,700       34,678,252  
U.S. Treasury Notes, 1.125%, 8/15/2040     20,505,000       19,505,381  
   

 

 

 
            $ 73,254,618  

 

34


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued              
Utilities - Electric Power - 1.1%              
American Electric Power Co., Inc., 2.3%, 3/01/2030   $ 1,460,000     $ 1,499,909  
AusNet Services Holdings Pty Ltd., 0.625%, 8/25/2030   EUR 525,000       632,181  
Duke Energy Corp., 3.75%, 9/01/2046   $ 910,000       1,026,101  
Enel Americas S.A., 4%, 10/25/2026     3,133,000       3,417,320  
Enel Finance International N.V., 3.5%, 4/06/2028 (n)     875,000       968,488  
Enel Finance International N.V., 4.75%, 5/25/2047 (n)     456,000       561,036  

Enel S.p.A., 2.25% to 3/10/2027, FLR (EUR Swap Rate-5yr. + 2.679%), to 3/10/2032, FLR (EUR Swap Rate-5yr. + 2.929%), to 3/10/2047, FLR (EUR Swap Rate-5yr. + 3.679%) 3/10/2070

  EUR 175,000       202,795  
Evergy, Inc., 2.9%, 9/15/2029   $ 1,246,000       1,325,872  
FirstEnergy Corp., 2.65%, 3/01/2030     811,000       790,068  
Georgia Power Co., 3.7%, 1/30/2050     633,000       706,234  
PPL Capital Funding, Inc., 5%, 3/15/2044     301,000       377,915  
PPL WEM Holdings PLC, 5.375%, 5/01/2021 (n)     144,000       145,597  
Southern California Edison Co.’s First & Refunding    
Mortgage Bonds, 3.65%, 2/01/2050     478,000       499,075  
Terna S.p.A., 0.375%, 9/25/2030   EUR 450,000       530,917  
Virginia Electric & Power Co., 3.5%, 3/15/2027   $ 1,800,000       2,042,556  
Virginia Electric & Power Co., 2.875%, 7/15/2029     454,000       501,147  
WEC Energy Group, Inc., 1.8%, 10/15/2030     2,068,000       2,046,365  
   

 

 

 
            $ 17,273,576  
Utilities - Water - 0.0%              
Severn Trent Unilities Finance PLC, 2%, 6/02/2040   GBP 140,000     $ 189,340  
Total Bonds (Identified Cost, $615,564,908)           $ 649,659,171  
Preferred Stocks - 0.6%              
Consumer Products - 0.4%              
Henkel AG & Co. KGaA     75,963     $ 7,389,040  
Electronics - 0.2%              
Samsung Electronics Co. Ltd.     67,031     $ 2,974,184  
Total Preferred Stocks
(Identified Cost, $5,242,512)

 

  $ 10,363,224  
Convertible Preferred Stocks - 0.2%              
Medical Equipment - 0.1%              
Boston Scientific Corp., 5.5%     5,421     $ 561,507  
Danaher Corp., 4.75%     499       783,375  
   

 

 

 
            $ 1,344,882  

 

35


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Convertible Preferred Stocks - continued              
Utilities - Electric Power - 0.1%              
CenterPoint Energy, Inc., 7%     39,539     $ 1,572,466  
Total Convertible Preferred Stocks
(Identified Cost, $3,067,791)
          $ 2,917,348  
Investment Companies (h) - 3.3%              
Money Market Funds - 3.3%              
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $53,851,645)
    53,853,362     $ 53,853,362  

 

Underlying/Expiration
Date/Exercise Price
  Put/Call   Counterparty     Notional
Amount
    Par Amount/
Number of
Contracts
        
Purchased Options - 0.0%                                 
Market Index Securities - 0.0%

 

                       
U.S. Treasury 10 yr -
September 2022 @ $1.75
(Premiums Paid, $638,370)
  Put    
Merrill Lynch
International
 
 
  $ 73,800,000     $ 73,800,000     $ 961,122  
Other Assets, Less Liabilities - (1.1)%

 

                    (18,938,301
Net Assets - 100.0%                           $ 1,650,744,931  

 

(a)

Non-income producing security.

(f)

All or a portion of the security has been segregated as collateral for open futures contracts.

(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 $53,853,362 and $1,615,829,870, 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 $48,310,923, representing 2.9% 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.

(z)

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

 

Restricted Securities    Acquisition
Date
   Cost      Value  

MF1 CLO Ltd., 2020-FL3, “AS”, FLR,

2.998% (LIBOR - 1mo. + 2.85%), 7/15/2035

   6/12/2020      $714,500        $719,836  
% of Net assets            0.0%  

 

36


Table of Contents

Portfolio of Investments – continued

 

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

 

ADR   American Depositary Receipt
AGM   Assured Guaranty Municipal
CLO   Collateralized Loan Obligation
EURIBOR   Euro Interbank Offered Rate
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.
ICE   Intercontinental Exchange
IEU   International Equity Unit
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

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

 

AUD   Australian Dollar
CAD   Canadian Dollar
CHF   Swiss Franc
CLP   Chilean Peso
CNH   Chinese Yuan Renminbi (Offshore)
CNY   China Yuan Renminbi
CZK   Czech Koruna
DKK   Danish Krone
EUR   Euro
GBP   British Pound
IDR   Indonesian Rupiah
ILS   Israeli Shekel
ISK   Iceland Krona
JPY   Japanese Yen
KRW   South Korean Won
MXN   Mexican Peso
NOK   Norwegian Krone
NZD   New Zealand Dollar
PLN   Polish Zloty
RUB   Russian Ruble
SEK   Swedish Krona
SGD   Singapore Dollar
THB   Thai Baht
TWD   Taiwan Dollar

Derivative Contracts at 10/31/20

Forward Foreign Currency Exchange Contracts

 

Currency

Purchased

           Currency
Sold
  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives

 

         
CLP     270,046,000       USD     347,572   JPMorgan Chase Bank N.A.     1/28/2021       $1,662  
CNH     177,197,000       USD     26,095,607   HSBC Bank     1/15/2021       221,697  

 

37


Table of Contents

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts - continued

 

Currency

Purchased

         Currency
Sold
  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives - continued      
GBP     499,000     USD   645,725   Goldman Sachs International     1/15/2021       $1,110  
IDR     31,797,369,000     USD   2,138,788   JPMorgan Chase Bank N.A.     1/19/2021       19,426  
IDR     31,797,369,000     USD   2,163,528   JPMorgan Chase Bank N.A.     11/02/2020       10,651  
JPY     6,382,333,207     USD   60,549,425   Citibank N.A.     1/15/2021       481,190  
JPY     106,995,000     USD   1,019,520   JPMorgan Chase Bank N.A.     1/15/2021       3,612  
KRW     8,085,968,000     USD   6,866,163   Barclays Bank PLC     11/06/2020       259,759  
KRW     56,712,000     USD   47,849   Citibank N.A.     11/06/2020       2,129  
KRW     4,804,860,000     USD   4,051,657   JPMorgan Chase Bank N.A.     11/06/2020       182,722  
MXN     143,282,160     USD   6,655,495   JPMorgan Chase Bank N.A.     1/15/2021       43,802  
THB     64,903,750     USD   2,078,716   JPMorgan Chase Bank N.A.     11/23/2020       2,635  
USD     13,778,284     AUD   19,231,729   Goldman Sachs International     1/15/2021       254,936  
USD     678,616     AUD   947,437   JPMorgan Chase Bank N.A.     1/15/2021       12,398  
USD     12,297     AUD   17,451   UBS AG     1/15/2021       26  
USD     6,758,320     CAD   8,920,000   Barclays Bank PLC     1/15/2021       60,458  
USD     2,724,415     CAD   3,626,081   Citibank N.A.     1/15/2021       1,658  
USD     2,112,227     EUR   1,805,667   Citibank N.A.     1/15/2021       5,359  
USD     794,586     EUR   669,538   JPMorgan Chase Bank N.A.     1/15/2021       13,363  
USD     1,440,748     EUR   1,218,147   Merrill Lynch International     1/15/2021       19,401  
USD     3,334,532     NOK   30,500,000   HSBC Bank     1/15/2021       140,313  
USD     20,160,027     NZD   30,339,966   Citibank N.A.     1/15/2021       98,332  
USD     266,928     RUB   20,464,000   JPMorgan Chase Bank N.A.     11/30/2020       10,038  
USD     8,690,369     SEK   76,475,250   Brown Brothers Harriman     1/15/2021       87,205  
           

 

 

 
              $1,933,882  
           

 

 

 
Liability Derivatives        
CAD     9,408,560     USD   7,166,253   JPMorgan Chase Bank N.A.     1/15/2021       $(101,541
CHF     3,300,000     USD   3,634,473   Merrill Lynch International     1/15/2021       (26,802
CZK     15,423,000     USD   665,571   Morgan Stanley Capital    
        Services, Inc.     1/15/2021       (5,309

 

38


Table of Contents

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts - continued

 

Currency

Purchased

         Currency Sold   Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Liability Derivatives - continued      
DKK     8,708,598     USD   1,377,778   JPMorgan Chase Bank N.A.     1/15/2021       $(12,685
EUR     1,151,000     USD   1,355,660   Goldman Sachs International     1/15/2021       (12,662
EUR     4,636,330     USD   5,438,350   JPMorgan Chase Bank N.A.     1/15/2021       (28,635
EUR     617,504     USD   731,612   Merrill Lynch International     1/15/2021       (11,104
EUR     103,444     USD   122,636   UBS AG     1/15/2021       (1,937
IDR     31,797,369,000     USD   2,175,667   Goldman Sachs International     11/02/2020       (1,488
ILS     2,402,000     USD   708,931   Merrill Lynch International     1/15/2021       (4,233
NOK     94,746,856     USD   10,301,371   HSBC Bank     1/15/2021       (378,674
NOK     35,091,000     USD   3,806,493   JPMorgan Chase Bank N.A.     1/15/2021       (131,465
NZD     15,210,000     USD   10,199,700   Goldman Sachs International     1/15/2021       (142,391
PLN     4,994,803     USD   1,301,941   State Street Bank Corp.     1/15/2021       (39,933
RUB     100,875,000     USD   1,266,353   Goldman Sachs International     11/30/2020       (42
SEK     87,500,000     USD   9,974,067   Brown Brothers Harriman     1/15/2021       (130,662
SGD     1,900,000     USD   1,400,710   Goldman Sachs International     1/15/2021       (9,665
USD     1,003,568     CNH   6,771,000   HSBC Bank     1/15/2021       (2,061
USD     1,366,767     GBP   1,057,587   Brown Brothers Harriman     1/15/2021       (4,145
USD     664,058     GBP   513,000   Citibank N.A.     1/15/2021       (925
USD     2,362,429     GBP   1,823,618   HSBC Bank     1/15/2021       (1,461
USD     7,509,163     GBP   5,800,959   JPMorgan Chase Bank N.A.     1/15/2021       (10,409
USD     2,163,528     IDR   31,797,369,000   Goldman Sachs International     11/02/2020       (10,651
USD     3,387,307     IDR   50,453,932,500   JPMorgan Chase Bank N.A.     1/19/2021       (37,204
USD     2,156,485     IDR   31,797,369,000   JPMorgan Chase Bank N.A.     11/02/2020       (17,694
USD     811,579     JPY   85,078,000   Citibank N.A.     1/15/2021       (1,974
USD     946,443     JPY   99,548,610   HSBC Bank     1/15/2021       (5,483
USD     2,822,752     KRW   3,232,615,500   JPMorgan Chase Bank N.A.     11/06/2020       (26,055
USD     3,373,701     TWD   97,112,000   JPMorgan Chase Bank N.A.     12/28/2020       (22,199
           

 

 

 
              $(1,179,489
           

 

 

 

 

39


Table of Contents

Portfolio of Investments – continued

 

Futures Contracts

 

Description  

Long/

Short

    Currency     Contracts   Notional
Amount
    Expiration
Date
    Value/
Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives

 

         
Interest Rate Futures

 

         
Euro-Buxl 30 yr     Long       EUR         1     $266,425       December - 2020       $720  
U.S. Treasury Bond     Short       USD       41     7,071,219       December - 2020       165,794  
U.S. Treasury Note 10 yr     Short       USD       56     7,740,250       December - 2020       66,569  
U.S. Treasury Note 5 yr     Short       USD     531     66,694,429       December - 2020       172,397  
U.S. Treasury Ultra Bond     Short       USD       32     6,880,000       December - 2020       171,749  
U.S. Treasury Ultra Note 10 yr     Short       USD     195     30,669,844       December - 2020       295,937  
           

 

 

 
              $873,166  
           

 

 

 
Liability Derivatives

 

         
Interest Rate Futures

 

         
Euro-Bobl 5 yr     Short       EUR     284     $44,940,443       December - 2020       $(242,130
Euro-Bund 10 yr     Short       EUR     150     30,772,965       December - 2020       (389,932
Long Gilt 10 yr     Short       GBP       13     2,285,055       December - 2020       (10,148
U.S. Treasury Note 2 yr     Long       USD       30     6,625,313       December - 2020       (1,747
           

 

 

 
              $(643,957
           

 

 

 

At October 31, 2020, the fund had liquid securities with an aggregate value of $2,507,081 to cover any collateral or margin obligations for certain derivative contracts.

See Notes to Financial Statement

 

40


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/20

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

 

Assets         

Investments in unaffiliated issuers, at value (identified cost, $1,348,289,764)

     $1,615,829,870  

Investments in affiliated issuers, at value (identified cost, $53,851,645)

     53,853,362  

Cash

     191,064  

Foreign currency, at value (identified cost, $48)

     48  

Receivables for

  

Forward foreign currency exchange contracts

     1,933,882  

Net daily variation margin on open futures contracts

     197,773  

Investments sold

     3,609,709  

TBA sale commitments

     9,587,782  

Fund shares sold

     1,510,594  

Interest and dividends

     8,524,237  

Total assets

     $1,695,238,321  
Liabilities         

Payables for

  

Forward foreign currency exchange contracts

     $1,179,489  

Investments purchased

     2,882,127  

TBA purchase commitments

     37,396,132  

Fund shares reacquired

     2,291,401  

Payable to affiliates

  

Investment adviser

     35,528  

Administrative services fee

     1,810  

Shareholder servicing costs

     402,005  

Distribution and service fees

     28,679  

Payable for independent Trustees’ compensation

     59  

Deferred country tax expense payable

     31,714  

Accrued expenses and other liabilities

     244,446  

Total liabilities

     $44,493,390  

Net assets

     $1,650,744,931  
Net assets consist of         

Paid-in capital

     $1,302,440,059  

Total distributable earnings (loss)

     348,304,872  

Net assets

     $1,650,744,931  

Shares of beneficial interest outstanding

     92,614,741  

 

41


Table of Contents

Statement of Assets and Liabilities – continued

 

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

Class A

     $698,351,754        39,008,003        $17.90  

Class B

     19,630,146        1,073,282        18.29  

Class C

     144,960,545        8,049,784        18.01  

Class I

     524,906,650        29,650,088        17.70  

Class R1

     2,395,555        133,816        17.90  

Class R2

     4,996,675        282,074        17.71  

Class R3

     19,798,587        1,109,419        17.85  

Class R4

     6,460,655        360,350        17.93  

Class R6

     229,244,364        12,947,925        17.71  

 

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $18.99 [100 / 94.25 x $17.90]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

42


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 10/31/20

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

 

Net investment income (loss)         

Income

  

Dividends

     $29,125,312  

Interest

     13,121,855  

Dividends from affiliated issuers

     331,485  

Income on securities loaned

     32,797  

Other

     14,822  

Foreign taxes withheld

     (2,179,263

Total investment income

     $40,447,008  

Expenses

  

Management fee

     $13,011,223  

Distribution and service fees

     3,926,781  

Shareholder servicing costs

     1,588,838  

Administrative services fee

     238,479  

Independent Trustees’ compensation

     30,760  

Custodian fee

     267,611  

Shareholder communications

     114,009  

Audit and tax fees

     83,178  

Legal fees

     15,026  

Miscellaneous

     248,923  

Total expenses

     $19,524,828  

Fees paid indirectly

     (20,098

Reduction of expenses by investment adviser and distributor

     (1,332,720

Net expenses

     $18,172,010  

Net investment income (loss)

     $22,274,998  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $110,732,277  

Affiliated issuers

     1,162  

Written options

     33,276  

Futures contracts

     (7,612,661

Swap agreements

     2,481,096  

Forward foreign currency exchange contracts

     (423,162

Foreign currency

     110,769  

Net realized gain (loss)

     $105,322,757  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers (net of $10,544 increase in deferred country tax)

     $(117,172,616

Affiliated issuers

     (5,387

Written options

     (3,797

Futures contracts

     (2,785,011

Swap agreements

     (3,150

Forward foreign currency exchange contracts

     1,666,644  

Translation of assets and liabilities in foreign currencies

     169,709  

Net unrealized gain (loss)

     $(118,133,608

Net realized and unrealized gain (loss)

     $(12,810,851

Change in net assets from operations

     $9,464,147  

See Notes to Financial Statements

 

43


Table of Contents

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  
     10/31/20      10/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $22,274,998        $32,153,864  

Net realized gain (loss)

     105,322,757        47,760,692  

Net unrealized gain (loss)

     (118,133,608      125,441,109  

Change in net assets from operations

     $9,464,147        $205,355,665  

Total distributions to shareholders

     $(78,502,749      $(57,630,110

Change in net assets from fund share transactions

     $(115,521,196      $(409,379,454

Total change in net assets

     $(184,559,798      $(261,653,899
Net assets                  

At beginning of period

     1,835,304,729        2,096,958,628  

At end of period

     $1,650,744,931        $1,835,304,729  

See Notes to Financial Statements

 

44


Table of Contents

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  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $18.51       $17.02       $18.08       $16.42       $16.49  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.22       $0.30       $0.27       $0.23 (c)      $0.26  

Net realized and unrealized gain (loss)

    (0.03     1.70       (0.81     1.70       0.40  

Total from investment operations

    $0.19       $2.00       $(0.54     $1.93       $0.66  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.29     $(0.23     $(0.28     $(0.27     $(0.11

From net realized gain

    (0.51     (0.28     (0.24           (0.62

Total distributions declared to shareholders

    $(0.80     $(0.51     $(0.52     $(0.27     $(0.73

Net asset value, end of period (x)

    $17.90       $18.51       $17.02       $18.08       $16.42  

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

    1.00       12.03       (3.12     11.88 (c)      4.21  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.17       1.16       1.15       1.20 (c)      1.27  

Expenses after expense reductions (f)

    1.09       1.09       1.09       1.08 (c)      1.12  

Net investment income (loss)

    1.26       1.70       1.48       1.35 (c)      1.59  

Portfolio turnover

    89       65       52       41       36  

Net assets at end of period (000 omitted)

    $698,352       $754,092       $731,699       $781,298       $823,267  

See Notes to Financial Statements

 

45


Table of Contents

Financial Highlights – continued

 

Class B   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $18.88       $17.34       $18.41       $16.73       $16.82  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.09       $0.17       $0.13       $0.11 (c)      $0.14  

Net realized and unrealized gain (loss)

    (0.03     1.73       (0.83     1.74       0.40  

Total from investment operations

    $0.06       $1.90       $(0.70     $1.85       $0.54  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.14     $(0.08     $(0.13     $(0.17     $(0.01

From net realized gain

    (0.51     (0.28     (0.24           (0.62

Total distributions declared to shareholders

    $(0.65     $(0.36     $(0.37     $(0.17     $(0.63

Net asset value, end of period (x)

    $18.29       $18.88       $17.34       $18.41       $16.73  

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

    0.26       11.21       (3.90     11.11 (c)      3.37  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.92       1.91       1.90       1.95 (c)      2.02  

Expenses after expense reductions (f)

    1.84       1.84       1.84       1.84 (c)      1.87  

Net investment income (loss)

    0.51       0.96       0.72       0.61 (c)      0.83  

Portfolio turnover

    89       65       52       41       36  

Net assets at end of period (000 omitted)

    $19,630       $28,393       $36,088       $48,598       $55,070  
Class C   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $18.60       $17.10       $18.15       $16.51       $16.60  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.09       $0.17       $0.13       $0.10 (c)      $0.14  

Net realized and unrealized gain (loss)

    (0.03     1.70       (0.80     1.71       0.40  

Total from investment operations

    $0.06       $1.87       $(0.67     $1.81       $0.54  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.14     $(0.09     $(0.14     $(0.17     $(0.01

From net realized gain

    (0.51     (0.28     (0.24           (0.62

Total distributions declared to shareholders

    $(0.65     $(0.37     $(0.38     $(0.17     $(0.63

Net asset value, end of period (x)

    $18.01       $18.60       $17.10       $18.15       $16.51  

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

    0.28       11.14       (3.81     11.03 (c)      3.44  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.92       1.91       1.90       1.95 (c)      2.02  

Expenses after expense reductions (f)

    1.84       1.84       1.84       1.84 (c)      1.87  

Net investment income (loss)

    0.52       0.96       0.72       0.60 (c)      0.84  

Portfolio turnover

    89       65       52       41       36  

Net assets at end of period (000 omitted)

    $144,961       $211,090       $255,464       $337,099       $359,421  

See Notes to Financial Statements

 

46


Table of Contents

Financial Highlights – continued

 

Class I   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $18.31       $16.85       $17.91       $16.26       $16.34  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.27       $0.34       $0.31       $0.28 (c)      $0.31  

Net realized and unrealized gain (loss)

    (0.04     1.67       (0.81     1.69       0.38  

Total from investment operations

    $0.23       $2.01       $(0.50     $1.97       $0.69  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.33     $(0.27     $(0.32     $(0.32     $(0.15

From net realized gain

    (0.51     (0.28     (0.24           (0.62

Total distributions declared to shareholders

    $(0.84     $(0.55     $(0.56     $(0.32     $(0.77

Net asset value, end of period (x)

    $17.70       $18.31       $16.85       $17.91       $16.26  

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

    1.27       12.26       (2.90     12.22 (c)      4.45  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    0.92       0.91       0.90       0.95 (c)      1.01  

Expenses after expense reductions (f)

    0.84       0.84       0.84       0.84 (c)      0.87  

Net investment income (loss)

    1.50       1.94       1.75       1.64 (c)      1.92  

Portfolio turnover

    89       65       52       41       36  

Net assets at end of period (000 omitted)

    $524,907       $569,767       $667,895       $585,360       $494,880  
Class R1   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $18.51       $17.02       $18.08       $16.44       $16.54  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.09       $0.17       $0.12       $0.10 (c)      $0.13  

Net realized and unrealized gain (loss)

    (0.03     1.69       (0.80     1.71       0.40  

Total from investment operations

    $0.06       $1.86       $(0.68     $1.81       $0.53  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.16     $(0.09     $(0.14     $(0.17     $(0.01

From net realized gain

    (0.51     (0.28     (0.24           (0.62

Total distributions declared to shareholders

    $(0.67     $(0.37     $(0.38     $(0.17     $(0.63

Net asset value, end of period (x)

    $17.90       $18.51       $17.02       $18.08       $16.44  

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

    0.23       11.18       (3.84     11.09 (c)      3.39  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.92       1.91       1.90       1.95 (c)      2.02  

Expenses after expense reductions (f)

    1.84       1.84       1.84       1.84 (c)      1.87  

Net investment income (loss)

    0.51       0.96       0.65       0.59 (c)      0.81  

Portfolio turnover

    89       65       52       41       36  

Net assets at end of period (000 omitted)

    $2,396       $2,483       $2,352       $2,578       $2,875  

See Notes to Financial Statements

 

47


Table of Contents

Financial Highlights – continued

 

Class R2   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $18.31       $16.84       $17.89       $16.26       $16.35  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.18       $0.25       $0.22       $0.19 (c)      $0.23  

Net realized and unrealized gain (loss)

    (0.04     1.68       (0.80     1.68       0.38  

Total from investment operations

    $0.14       $1.93       $(0.58     $1.87       $0.61  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.23     $(0.18     $(0.23     $(0.24     $(0.08

From net realized gain

    (0.51     (0.28     (0.24           (0.62

Total distributions declared to shareholders

    $(0.74     $(0.46     $(0.47     $(0.24     $(0.70

Net asset value, end of period (x)

    $17.71       $18.31       $16.84       $17.89       $16.26  

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

    0.75       11.74       (3.37     11.59 (c)      3.93  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.42       1.41       1.40       1.45 (c)      1.52  

Expenses after expense reductions (f)

    1.34       1.34       1.34       1.34 (c)      1.37  

Net investment income (loss)

    1.00       1.44       1.21       1.11 (c)      1.40  

Portfolio turnover

    89       65       52       41       36  

Net assets at end of period (000 omitted)

    $4,997       $11,286       $13,788       $21,141       $20,926  
Class R3   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $18.45       $16.97       $18.03       $16.37       $16.44  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.22       $0.30       $0.26       $0.23 (c)      $0.26  

Net realized and unrealized gain (loss)

    (0.02     1.69       (0.80     1.71       0.40  

Total from investment operations

    $0.20       $1.99       $(0.54     $1.94       $0.66  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.29     $(0.23     $(0.28     $(0.28     $(0.11

From net realized gain

    (0.51     (0.28     (0.24           (0.62

Total distributions declared to shareholders

    $(0.80     $(0.51     $(0.52     $(0.28     $(0.73

Net asset value, end of period (x)

    $17.85       $18.45       $16.97       $18.03       $16.37  

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

    1.05       12.01       (3.14     11.94 (c)      4.23  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.17       1.16       1.15       1.20 (c)      1.27  

Expenses after expense reductions (f)

    1.09       1.09       1.09       1.09 (c)      1.12  

Net investment income (loss)

    1.25       1.69       1.47       1.35 (c)      1.62  

Portfolio turnover

    89       65       52       41       36  

Net assets at end of period (000 omitted)

    $19,799       $20,300       $18,795       $21,193       $15,157  

See Notes to Financial Statements

 

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Class R4   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $18.54       $17.05       $18.11       $16.44       $16.51  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.27       $0.34       $0.31       $0.27 (c)      $0.29  

Net realized and unrealized gain (loss)

    (0.04     1.70       (0.81     1.72       0.41  

Total from investment operations

    $0.23       $2.04       $(0.50     $1.99       $0.70  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.33     $(0.27     $(0.32     $(0.32     $(0.15

From net realized gain

    (0.51     (0.28     (0.24           (0.62

Total distributions declared to shareholders

    $(0.84     $(0.55     $(0.56     $(0.32     $(0.77

Net asset value, end of period (x)

    $17.93       $18.54       $17.05       $18.11       $16.44  

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

    1.25       12.30       (2.87     12.20 (c)      4.45  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    0.92       0.91       0.90       0.95 (c)      1.02  

Expenses after expense reductions (f)

    0.84       0.84       0.84       0.84 (c)      0.87  

Net investment income (loss)

    1.51       1.95       1.71       1.59 (c)      1.79  

Portfolio turnover

    89       65       52       41       36  

Net assets at end of period (000 omitted)

    $6,461       $7,570       $7,514       $6,063       $7,629  
Class R6   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $18.32       $16.85       $17.91       $16.26       $16.34  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.28       $0.35       $0.33       $0.28 (c)      $0.31  

Net realized and unrealized gain (loss)

    (0.03     1.69       (0.81     1.70       0.40  

Total from investment operations

    $0.25       $2.04       $(0.48     $1.98       $0.71  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.35     $(0.29     $(0.34     $(0.33     $(0.17

From net realized gain

    (0.51     (0.28     (0.24           (0.62

Total distributions declared to shareholders

    $(0.86     $(0.57     $(0.58     $(0.33     $(0.79

Net asset value, end of period (x)

    $17.71       $18.32       $16.85       $17.91       $16.26  

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

    1.36       12.44       (2.82     12.33 (c)      4.54  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    0.83       0.82       0.81       0.84 (c)      0.92  

Expenses after expense reductions (f)

    0.75       0.75       0.75       0.74 (c)      0.77  

Net investment income (loss)

    1.60       2.03       1.83       1.63 (c)      1.96  

Portfolio turnover

    89       65       52       41       36  

Net assets at end of period (000 omitted)

    $229,244       $230,324       $363,364       $347,795       $110,608  

See Notes to Financial Statements

 

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(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

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

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

In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For callable debt securities purchased at a premium that have explicit, non-contingent call features and that are callable at fixed prices on preset dates, ASU 2017-08 requires the premium to be amortized to the earliest call date. The fund adopted ASU 2017-08 as of the beginning of the reporting period on a modified retrospective basis. The adoption resulted in a change in accounting principle, since the fund had historically amortized such premiums to maturity for U.S. GAAP. As a result of the adoption, the fund recognized a cumulative effect adjustment that decreased the beginning of period cost of

 

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investments and increased the unrealized appreciation on investments by offsetting amounts. Adoption had no impact on the fund’s net assets or any prior period information presented in the financial statements. With respect to the fund’s results of operations, amortization of premium to first call date under ASU 2017-08 accelerates amortization with the intent of more closely aligning the recognition of income on such bonds with the economics of the instrument.

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 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. Exchange-traded options are generally valued at the last sale or official closing price on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on their primary exchange as provided by a third-party pricing service. For put options, the position may be valued at the last daily ask quotation if there are no trades reported during the day. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Swap agreements are generally valued using valuations provided by a third-party pricing service, which for cleared swaps includes an evaluation of any trading activity at the clearinghouses. 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

 

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data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to 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

 

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the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of October 31, 2020 in valuing the fund’s assets or liabilities:

 

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

United States

    $498,172,869       $—       $—       $498,172,869  

Japan

          83,496,762             83,496,762  

Switzerland

    70,728,330                   70,728,330  

United Kingdom

    51,190,353                   51,190,353  

France

    45,000,174                   45,000,174  

Canada

    38,437,564                   38,437,564  

Germany

    33,015,831                   33,015,831  

Netherlands

    30,100,243                   30,100,243  

Taiwan

    21,565,996       2,666,727             24,232,723  

Other Countries

    60,558,065       30,276,663             90,834,728  
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents           74,825,965             74,825,965  
Non-U.S. Sovereign Debt           245,504,869             245,504,869  
Municipal Bonds           8,245,676             8,245,676  
U.S. Corporate Bonds           113,143,696             113,143,696  
Residential Mortgage-Backed Securities           79,737,466             79,737,466  
Commercial Mortgage-Backed Securities           2,310,590             2,310,590  
Asset-Backed Securities (including CDOs)           6,607,894             6,607,894  
Foreign Bonds           120,244,137             120,244,137  
Mutual Funds     53,853,362                   53,853,362  
Total     $902,622,787       $767,060,445       $—       $1,669,683,232  
Other Financial Instruments                    
Futures Contracts – Assets     $873,166       $—       $—       $873,166  
Futures Contracts – Liabilities     (643,957                 (643,957
Forward Foreign Currency Exchange Contracts – Assets           1,933,882             1,933,882  
Forward Foreign Currency Exchange Contracts – Liabilities           (1,179,489           (1,179,489

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

Inflation-Adjusted Debt Securities – The fund invests in inflation-adjusted debt securities issued by the U.S. Treasury. The principal value of these debt securities is adjusted through income according to changes in the Consumer Price Index. These debt securities typically pay a fixed rate of interest, but this fixed rate is applied to the inflation-adjusted principal amount. The principal paid at maturity of the debt security is typically equal to the inflation-adjusted principal amount, or the security’s original par value, whichever is greater. Other types of inflation-adjusted securities may use other methods to adjust for other measures of inflation.

 

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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.

Derivatives – The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

The derivative instruments used by the fund during the period were written options, purchased options, futures contracts, forward foreign currency exchange contracts, and swap agreements. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2020 as reported in the Statement of Assets and Liabilities:

 

        Fair Value (a)  
Risk   Derivative Contracts   Asset Derivatives     Liability Derivatives  
Interest Rate   Interest Rate Futures     $873,166       $(643,957
Foreign Exchange   Forward Foreign Currency Exchange Contracts     1,933,882       (1,179,489
Interest Rate   Purchased Interest Rate Options     961,122        
Total       $3,768,170     $ (1,823,446

 

(a)

The value of purchased options outstanding is included in investments in unaffiliated issuers, at value, within the fund’s Statement of Assets and Liabilities. Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

 

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The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Swap
Agreements
     Forward
Foreign
Currency
Exchange
Contracts
     Unaffiliated
Issuers
(Purchased
Options)
     Written
Options
 
Interest Rate      $(7,612,661      $—        $—        $—        $—  
Foreign Exchange                    (423,162              
Credit             2,481,096               (569,320      33,276  
Total      $(7,612,661      $2,481,096        $(423,162      $(569,320      $33,276  

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended October 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Swap
Agreements
     Forward
Foreign
Currency
Exchange
Contracts
     Unaffiliated
Issuers
(Purchased
Options)
     Written
Options
 
Interest Rate      $(2,785,011      $—        $—        $322,752        $—  
Foreign Exchange                    1,666,644                
Credit             (3,150             (5,889      (3,797
Total      $(2,785,011      $(3,150      $1,666,644        $316,863        $(3,797

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral

 

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support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.

Written Options – In exchange for a premium, the fund wrote call options on securities for which it anticipated the price would decline and also wrote put options on securities for which it anticipated the price would increase. At the time the option was written, the fund believed the premium received exceeded the potential loss that could result from adverse price changes in the options’ underlying securities. In a written option, the fund as the option writer grants the buyer the right to purchase from, or sell to, the fund a specified number of shares or units of a particular security, currency or index at a specified price within a specified period of time.

The premium received is initially recorded as a liability in the Statement of Assets and Liabilities. The option is subsequently marked-to-market daily with the difference between the premium received and the market value of the written option being recorded as unrealized appreciation or depreciation. When a written option expires, the fund realizes a gain equal to the amount of the premium received. The difference between the premium received and the amount paid on effecting a closing transaction is considered a realized gain or loss. When a written call option is exercised, the premium received is offset against the proceeds to determine the realized gain or loss. When a written put option is exercised, the premium reduces the cost basis of the security purchased by the fund.

At the initiation of the written option contract, for exchange traded options, the fund is required to deposit securities or cash as collateral with the custodian for the benefit of the broker or directly with the clearing broker, based on the type of option. For uncleared options, the fund may post collateral subject to the terms of an ISDA Master Agreement as generally described above if the market value of the options contract moves against it. The fund, as writer of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities underlying the written option. Losses from writing options can exceed the premium received and can exceed the potential loss from an ordinary buy and sell transaction. Although the fund’s market risk may be significant, the maximum counterparty credit risk to the fund is equal to the market value of any collateral posted to the broker. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above.

Purchased Options – The fund purchased call and put options for a premium. Purchased call and put options entitle the holder to buy and sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing call options may hedge

 

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against an anticipated increase in the dollar cost of securities or currency to be acquired or increase the fund’s exposure to an underlying instrument. Purchasing put options may hedge against an anticipated decline in the value of portfolio securities or currency or decrease the fund’s exposure to an underlying instrument.

The premium paid is initially recorded as an investment in the Statement of Assets and Liabilities. That investment is subsequently marked-to-market daily with the difference between the premium paid and the market value of the purchased option being recorded as unrealized appreciation or depreciation. Premiums paid for purchased call and put options which have expired are treated as realized losses on investments in the Statement of Operations. Upon the exercise or closing of a purchased call option, the premium paid is added to the cost of the security or financial instrument purchased. Upon the exercise or closing of a purchased put option, the premium paid is offset against the proceeds on the sale of the underlying security or financial instrument in order to determine the realized gain or loss on investments.

Whether or not the option is exercised, the fund’s maximum risk of loss from purchasing an option is the amount of premium paid. All option contracts involve credit risk if the counterparty to the option contract fails to perform. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.

The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive

 

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from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Swap Agreements – During the period the fund entered into swap agreements. Swap agreements generally involve a periodic exchange of cash payments on a net basis, at specified intervals or upon the occurrence of specified events, between the fund and a counterparty. Certain swap agreements may be entered into as a bilateral contract (“uncleared swaps”) while others are required to be centrally cleared (“cleared swaps”). In a cleared swap transaction, the ultimate counterparty to the transaction is a clearinghouse (the “clearinghouse”). The contract is transferred and accepted by the clearinghouse immediately following execution of the swap contract with an executing broker. Thereafter, throughout the term of the cleared swap, the fund interfaces indirectly with the clearinghouse through a clearing broker and has counterparty risk to the clearing broker as well.

Both cleared and uncleared swap agreements are marked to market daily. The value of uncleared swap agreements is reported in the Statement of Assets and Liabilities as “Uncleared swaps, at value” which includes any related interest accruals to be paid or received by the fund. For cleared swaps, payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the cleared swap, such that only the current day net receivable or payable for variation margin is reported in the Statement of Assets and Liabilities.

For both cleared and uncleared swaps, the periodic exchange of net cash payments, at specified intervals or upon the occurrence of specified events as stipulated by the agreement, is recorded as realized gain or loss on swap agreements in the Statement of Operations. Premiums paid or received at the inception of the agreements are amortized using the effective interest method over the term of the agreement as realized gain or loss on swap agreements in the Statement of Operations. A liquidation

 

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payment received or made upon early termination is recorded as a realized gain or loss on swap agreements in the Statement of Operations. The change in unrealized appreciation or depreciation on swap agreements in the Statement of Operations reflects the aggregate change over the reporting period in the value of swaps net of any unamortized premiums paid or received.

Risks related to swap agreements include the possible lack of a liquid market, unfavorable market and interest rate movements of the underlying instrument and the failure of the counterparty to perform under the terms of the agreements. The fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the contract’s remaining life, to the extent that the amount is positive. To address counterparty risk, uncleared swap agreements are limited to only highly-rated counterparties. Risk is further reduced by having an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement. The fund’s counterparty risk due to cleared swaps is mitigated by the fact that the clearinghouse is the true counterparty to the transaction and the regulatory requirement safeguards in the event of a clearing broker bankruptcy.

The fund entered into credit default swap agreements in order to manage its exposure to the market or certain sectors of the market, to reduce its credit risk exposure to defaults of corporate and sovereign issuers or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. In a credit default swap agreement, the protection buyer can make an upfront payment and will make a stream of payments to the protection seller based on a fixed percentage applied to the agreement notional amount in exchange for the right to receive a specified return upon the occurrence of a defined credit event on the reference obligation (which may be either a single security or a basket of securities issued by corporate or sovereign issuers) and, with respect to the cases where physical settlement applies, the delivery by the buyer to the seller of a defined deliverable obligation. Although agreement-specific, credit events generally consist of a combination of the following: bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium, each as defined in the 2003 ISDA Credit Derivatives Definitions as amended by the relevant agreement. Restructuring is generally not applicable when the reference obligation is issued by a North American corporation and obligation acceleration, obligation default, or repudiation/moratorium are generally only applicable when the reference obligation is issued by a sovereign entity or an entity in an emerging country. Upon determination of the final price for the deliverable obligation (or upon delivery of the deliverable obligation in the case of physical settlement), the difference between the value of the deliverable obligation and the swap agreement’s notional amount is recorded as realized gain or loss on swap agreements in the Statement of Operations.

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

 

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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 October 31, 2020, there were no securities on loan or collateral outstanding.

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. 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.

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

 

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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 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

 

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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 October 31, 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, straddle loss deferrals, derivative transactions, treating a portion of the proceeds from redemptions as a distribution for tax purposes, and partnership adjustments.

 

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

 

     Year ended
10/31/20
     Year ended
10/31/19
 
Ordinary income (including any short-term capital gains)      $28,550,130        $24,424,379  
Long-term capital gains      49,952,619        33,205,731  
Total distributions      $78,502,749        $57,630,110  

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

 

As of 10/31/20       
Cost of investments      $1,427,760,190  
Gross appreciation      296,877,167  
Gross depreciation      (53,970,523
Net unrealized appreciation (depreciation)      $242,906,644  
Undistributed ordinary income      12,679,220  
Undistributed long-term capital gain      92,028,337  
Other temporary differences      690,671  

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. 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 shares, 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 convert to Class A shares, of the same fund. 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
10/31/20
     Year
ended
10/31/19
 
Class A      $31,986,644        $21,078,171  
Class B      934,603        699,714  
Class C      7,110,833        5,099,930  
Class I      25,929,291        19,428,182  
Class R1      89,659        50,294  
Class R2      394,419        354,632  
Class R3      881,022        548,357  
Class R4      338,767        242,029  
Class R6      10,837,511        10,128,801  
Total      $78,502,749        $57,630,110  

 

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(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      0.84
In excess of $500 million and up to $1 billion      0.75
In excess of $1 billion and up to $2.5 billion      0.70
In excess of $2.5 billion      0.65

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended October 31, 2020, this management fee reduction amounted to $186,998, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended October 31, 2020 was equivalent to an annual effective rate of 0.74% of the fund’s average daily net assets.

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

 

Classes  
A   B     C     I     R1     R2     R3     R4     R6  
1.09%     1.84%       1.84%       0.84%       1.84%       1.34%       1.09%       0.84%       0.78%  

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until February 28, 2022. For the year ended October 31, 2020, this reduction amounted to $1,130,389, which is included in the reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $89,327 for the year ended October 31, 2020, as its portion of the initial sales charge on sales of Class A shares of the fund.

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

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

 

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Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.25%        $1,790,982  
Class B      0.75%        0.25%        1.00%        1.00%        233,993  
Class C      0.75%        0.25%        1.00%        1.00%        1,789,992  
Class R1      0.75%        0.25%        1.00%        1.00%        24,241  
Class R2      0.25%        0.25%        0.50%        0.50%        37,648  
Class R3             0.25%        0.25%        0.25%        49,925  
Total Distribution and Service Fees

 

           $3,926,781  

 

(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 October 31, 2020 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates’ seed money. For the year ended October 31, 2020, this rebate amounted to $13,584, $175, and $1,574 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 October 31, 2020, were as follows:

 

     Amount  
Class A      $7,937  
Class B      22,728  
Class C      7,185  

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 October 31, 2020, the fee was $146,283, which equated to 0.0085% 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 October 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,442,555.

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

 

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net assets. The administrative services fee incurred for the year ended October 31, 2020 was equivalent to an annual effective rate of 0.0138% 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 October 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $682,629 and $3,179,384, respectively. The sales transactions resulted in net realized gains (losses) of $188,915.

(4) Portfolio Securities

For the year ended October 31, 2020, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $450,684,892        $505,449,502  
Non-U.S. Government securities      1,047,207,862        1,167,996,736  

(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
10/31/20
     Year ended
10/31/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     4,464,127        $79,824,616        4,418,454        $77,613,898  

Class B

     6,252        115,884        61,768        1,087,926  

Class C

     481,533        8,740,188        773,331        13,424,163  

Class I

     6,500,510        113,328,499        6,200,550        107,048,409  

Class R1

     17,411        308,290        21,339        376,746  

Class R2

     76,072        1,343,414        168,665        2,884,793  

Class R3

     351,291        6,298,909        181,852        3,208,700  

Class R4

     67,166        1,208,555        83,825        1,460,247  

Class R6

     3,283,901        57,400,817        2,751,747        47,665,379  
     15,248,263        $268,569,172        14,661,531        $254,770,261  

 

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     Year ended
10/31/20
     Year ended
10/31/19
 
     Shares      Amount      Shares      Amount  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     1,644,550        $29,777,127        1,174,588        $19,722,923  

Class B

     45,822        855,887        37,066        624,807  

Class C

     323,077        5,939,528        256,657        4,265,970  

Class I

     1,230,716        21,994,988        988,476        16,409,283  

Class R1

     4,910        89,659        3,026        50,294  

Class R2

     11,612        208,954        9,565        158,113  

Class R3

     48,816        881,022        32,748        548,357  

Class R4

     18,645        337,555        14,309        240,763  

Class R6

     533,493        9,522,107        573,344        9,443,019  
     3,861,641        $69,606,827        3,089,779        $51,463,529  
Shares reacquired            

Class A

     (7,839,615      $(137,914,440      (7,835,531      $(137,164,202

Class B

     (482,677      (8,650,815      (675,535      (12,113,743

Class C

     (4,102,276      (73,060,903      (4,624,280      (81,529,601

Class I

     (9,191,794      (156,851,341      (15,717,569      (268,962,652

Class R1

     (22,642      (399,261      (28,411      (502,048

Class R2

     (421,912      (7,406,840      (380,487      (6,559,776

Class R3

     (390,718      (6,849,193      (221,806      (3,845,818

Class R4

     (133,837      (2,402,478      (130,489      (2,278,846

Class R6

     (3,443,772      (60,161,924      (12,309,324      (202,656,558
     (26,029,243      $(453,697,195      (41,923,432      $(715,613,244
Net change            

Class A

     (1,730,938      $(28,312,697      (2,242,489      $(39,827,381

Class B

     (430,603      (7,679,044      (576,701      (10,401,010

Class C

     (3,297,666      (58,381,187      (3,594,292      (63,839,468

Class I

     (1,460,568      (21,527,854      (8,528,543      (145,504,960

Class R1

     (321      (1,312      (4,046      (75,008

Class R2

     (334,228      (5,854,472      (202,257      (3,516,870

Class R3

     9,389        330,738        (7,206      (88,761

Class R4

     (48,026      (856,368      (32,355      (577,836

Class R6

     373,622        6,761,000        (8,984,233      (145,548,160
     (6,919,339      $(115,521,196      (24,172,122      $(409,379,454

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

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at

 

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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 October 31, 2020, the fund’s commitment fee and interest expense were $8,585 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     $35,723,511       $444,868,021       $426,733,945       $1,162       $(5,387     $53,853,362  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

          $331,485       $—  

(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.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS Global Total Return Fund and the Board of Trustees of

MFS Series Trust VI

Opinion on the Financial Statements

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

Basis for Opinion

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

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

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

 

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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

December 16, 2020

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of December 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 66)

  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

 

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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 (until 2015); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

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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)

 

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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

 

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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 50)
  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 46)

 

Assistant

Secretary and Assistant Clerk

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

 

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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.

*

As of December 31, 2020, Mrs. Stelmach will retire as Trustee.

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.

 

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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)  

Nevin Chitkara

Pilar Gomez-Bravo

Steven Gorham

Andy Li

Vipin Narula

Henry Peabody

Robert Persons

Jonathan Sage

Robert Spector

Erik Weisman

 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Global 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

 

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

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 3rd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 3rd quintile for the one-year period and the 2nd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the ten-, five-, three- and one-year periods ended December 31, 2019.

In addition to considering the performance information provided in connection with the contract review meetings, the Trustees noted that, in light of the Fund’s substandard relative performance at the time of their contract review meetings in 2019, they had met at each of their regular meetings since then with MFS’ senior investment management personnel to discuss the Fund’s performance and MFS’ efforts to improve the Fund’s performance. The Trustees further noted that the Fund’s five-year performance as compared to its Broadridge performance universe improved for the period ended December 31, 2019, as compared to the prior year. Taking this information into account, 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.

 

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In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher 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 and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including

 

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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 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.

 

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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.

 

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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 $61,972,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 36.42% 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).

 

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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.

 

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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.

 

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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

 


Table of Contents

Annual Report

October 31, 2020

 

LOGO

 

MFS® Utilities 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.

 

MMU-ANN

 


Table of Contents

MFS® Utilities Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     11  
Statement of assets and liabilities     15  
Statement of operations     17  
Statements of changes in net assets     18  
Financial highlights     19  
Notes to financial statements     25  
Report of independent registered public accounting firm     39  
Trustees and officers     41  
Board review of investment advisory agreement     48  
Statement regarding liquidity risk management program     52  
Proxy voting policies and information     53  
Quarterly portfolio disclosure     53  
Further information     53  
Information about fund contracts and legal claims     53  
Federal tax information     53  
MFS® privacy notice     54  
Contact information     back cover  

 

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year, though

optimism over the development of vaccines and therapeutics later brightened the economic and market outlook. However, a great deal of uncertainty remains as case counts in the United States and Europe remain very high and it is still unclear when a vaccine will become widely available. In the United States, political uncertainty eased after former Vice President Joe Biden was projected the winner of the presidential election, though whether his party also gains control of Congress will not be known until two Senate runoff elections in Georgia in early January.

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

December 16, 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.

 

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Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
NextEra Energy, Inc.     8.3%  
EDP Renovaveis S.A.     5.5%  
Southern Co.     5.2%  
Duke Energy Corp.     5.0%  
Exelon Corp.     4.9%  
Dominion Energy, Inc.     4.6%  
Edison International     2.9%  
Enel S.p.A     2.9%  
DTE Energy Co.     2.7%  
Sempra Energy     2.6%  
Top five industries

 

Utilities – Electric Power     76.5%  
Natural Gas – Distribution     7.0%  
Telecommunications – Wireless     6.6%  
Natural Gas – Pipeline     4.4%  
Cable TV     2.4%  
Issuer country weightings (x)

 

United States     70.7%  
Portugal     7.3%  
Spain     4.3%  
United Kingdom     3.9%  
Canada     3.6%  
Italy     2.9%  
Germany     1.6%  
Japan     0.8%  
Thailand     0.8%  
Other Countries     4.1%  
 

 

(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 and Other.

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.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions.

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

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

 

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Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2020, Class A shares of the MFS Utilities Fund (fund) provided a total return of –1.70%, at net asset value. This compares with a return of 9.71% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index, and a return of 0.59% for the fund’s other benchmark, the Standard & Poor’s 500 Utilities 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

Relative to the Standard & Poor’s 500 Utilities Index, the fund’s out-of-benchmark exposure to the natural gas pipline industry held back performance, led by the fund’s

 

3


Table of Contents

Management Review – continued

 

positions in oil and natural gas pipelines operator Plains All American Pipeline (b), natural gas and petrochemical products manufacturer Enterprise Products Partners (b), natural gas services provider Cheniere Energy (b) and natural gas gatherer Equitrans Midstream (b). The stock price of Plains All American Pipeline declined during the reporting period after the company posted mixed financial results with lower-than-expected earnings.

Elsewhere, an underweight position in electricity provider NextEra Energy weighed on relative returns. The share price of NextEra rose due to strength in the company’s renewables segment. NextEra’s dominant renewable position shined as backlog growth remained very strong, despite COVID-19 headwinds and increased industry competition. Holdings of electricity provider Vistra Energy (b) and television, internet and telephone services provider NOS SGPS (b) (Portugal) also held back relative returns. Not owning shares of strong-performing water services provider American Water Works, power & natural gas distributor Xcel Energy and electricity and natural gas distributor WEC Energy Group further weighed on relative results.

Contributors to Performance

Security selection within the electric power industry contributed to relative performance. Here, the fund’s out-of-benchmark allocation to shares of renewable energy company EDP Renovaveis (b) (Portugal), electric utility company Iberdrola (b) (Spain), electricity and gas company RWE (b) (Germany) and Portuguese integrated utility company Edp-Energias De Portugal (b) (Portugal) aided relative returns. The share price of EDP Renovaveis appeared to have increased due to growing investor appreciation for the company’s strong position in renewable energy development. Avoiding shares of poor-performing energy products and services supplier Consolidated Edison and utility company PPL also strengthened relative results. Additionally, the fund’s underweight position in diversified energy company DTE Energy supported relative performance. The stock price of DTE Energy declined as the macroeconomic environment weakened during the period, which was a headwind to the company’s non-utility midstream operations, comprised of natural gas storage and pipelines.

Elsewhere, the fund’s holdings of telecommunications services provider Cellnex Telecom (b) (Spain) and cable services provider Charter Communications (b) further aided relative returns.

The timing of the fund’s cash and/or cash equivalents position during the period was also a contributor to relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity.

Respectfully,

Portfolio Manager(s)

Claud Davis and J. Scott Walker

 

(b)

Security is not a benchmark constituent.

 

4


Table of Contents

Management Review – continued

 

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

 

5


Table of Contents

PERFORMANCE SUMMARY THROUGH 10/31/20

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

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

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

6


Table of Contents

Performance Summary – continued

 

Total Returns through 10/31/20

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    2/14/92   (1.70)%   7.82%   8.39%   N/A    
    B    9/07/93   (2.45)%   7.01%   7.58%   N/A    
    C    1/03/94   (2.45)%   7.01%   7.58%   N/A    
    I    1/02/97   (1.49)%   8.08%   8.66%   N/A    
    R1    4/01/05   (2.48)%   7.01%   7.57%   N/A    
    R2    10/31/03   (1.96)%   7.54%   8.12%   N/A    
    R3    4/01/05   (1.71)%   7.81%   8.39%   N/A    
    R4    4/01/05   (1.46)%   8.09%   8.66%   N/A    
    R6    6/01/12   (1.36)%   8.19%   N/A   9.23%    
Comparative benchmark(s)                    
     Standard & Poor’s 500 Stock Index (f)   9.71%   11.71%   13.01%   N/A     
     Standard & Poor’s 500 Utilities Index (f)   0.59%   11.18%   11.10%   N/A     
Average annual with sales charge                    
    A
With Initial Sales Charge (5.75%)
  (7.35)%   6.55%   7.75%   N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  (6.13)%   6.70%   7.58%   N/A    
    C
With CDSC (1% for 12 months) (v)
  (3.37)%   7.01%   7.58%   N/A    

CDSC – Contingent Deferred Sales Charge.

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

(f)

Source: FactSet Research Systems Inc.

(t)

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

(v)

Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

Standard & Poor’s 500 Stock Index (g) – a market capitalization-weighted index of 500 widely held equity securities, designed to measure broad U.S. equity performance.

Standard & Poor’s 500 Utilities Index (g) – a market capitalization-weighted index designed to measure the utilities sector, including those companies considered electric, gas or water utilities, or companies that operate as independent producers and/or distributors of power.

It is not possible to invest directly in an index.

 

(g)

“Standard & Poor’s®” and “S&P®” are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”) and have been licensed for use by S&P Dow Jones Indices LLC

 

7


Table of Contents

Performance Summary – continued

 

  and sublicensed for certain purposed by Massachusetts Financial Services Company. The S&P 500® is a product of S&P Dow Jones Indices LLC, and has been licensed for use by Massachusetts Financial Services Company. Massachusetts Financial Services Company’s product(s) is not sponsored, endorsed, sold, or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P, or their respective affiliates, and neither S&P Dow Jones Indices LLC, Dow Jones, S&P, nor their respective affiliates make any representation regarding the advisability of investing in such product(s).

Notes to Performance Summary

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

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

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

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

 

8


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, May 1, 2020 through October 31, 2020

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

9


Table of Contents

Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
5/01/20
    Ending
Account Value
10/31/20
    Expenses
Paid During
Period  (p)
5/01/20-10/31/20
 
A   Actual     1.00%       $1,000.00       $1,099.42       $5.28  
  Hypothetical (h)     1.00%       $1,000.00       $1,020.11       $5.08  
B   Actual     1.75%       $1,000.00       $1,094.88       $9.22  
  Hypothetical (h)     1.75%       $1,000.00       $1,016.34       $8.87  
C   Actual     1.75%       $1,000.00       $1,094.80       $9.21  
  Hypothetical (h)     1.75%       $1,000.00       $1,016.34       $8.87  
I   Actual     0.75%       $1,000.00       $1,100.34       $3.96  
  Hypothetical (h)     0.75%       $1,000.00       $1,021.37       $3.81  
R1   Actual     1.75%       $1,000.00       $1,094.69       $9.21  
  Hypothetical (h)     1.75%       $1,000.00       $1,016.34       $8.87  
R2   Actual     1.25%       $1,000.00       $1,097.80       $6.59  
  Hypothetical (h)     1.25%       $1,000.00       $1,018.85       $6.34  
R3   Actual     1.00%       $1,000.00       $1,098.94       $5.28  
  Hypothetical (h)     1.00%       $1,000.00       $1,020.11       $5.08  
R4   Actual     0.75%       $1,000.00       $1,100.69       $3.96  
  Hypothetical (h)     0.75%       $1,000.00       $1,021.37       $3.81  
R6   Actual     0.66%       $1,000.00       $1,101.39       $3.49  
  Hypothetical (h)     0.66%       $1,000.00       $1,021.82       $3.35  

 

(h)

5% class return per year before expenses.

(p)

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

 

10


Table of Contents

PORTFOLIO OF INVESTMENTS

10/31/20

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

 

Issuer    Shares/Par     Value ($)  
Common Stocks - 95.9%               
Cable TV - 2.4%               
Charter Communications, Inc., “A” (a)      92,664     $ 55,952,376  
NOS, SGPS S.A.      5,204,289       17,868,345  
    

 

 

 
             $ 73,820,721  
Natural Gas - Distribution - 5.9%               
Atmos Energy Corp.      472,366     $ 43,301,791  
China Resources Gas Group Ltd.      5,152,000       22,329,210  
NiSource, Inc.      681,005       15,642,685  
Sempra Energy      635,294       79,640,456  
UGI Corp.      483,008       15,620,479  
    

 

 

 
             $ 176,534,621  
Natural Gas - Pipeline - 4.4%               
Cheniere Energy, Inc. (a)      656,261     $ 31,415,214  
Enterprise Products Partners LP      3,360,608       55,685,275  
Equitrans Midstream Corp.      1,581,917       11,484,717  
Magellan Midstream Partners LP      400,583       14,236,720  
Plains All American Pipeline LP      2,944,104       18,400,650  
    

 

 

 
             $ 131,222,576  
Telecommunications - Wireless - 6.6%               
Advanced Info Service Public Co. Ltd.      4,285,500     $ 23,718,576  
Cellnex Telecom S.A.      879,372       56,451,733  
KDDI Corp.      935,300       25,047,802  
Mobile TeleSystems PJSC, ADR      1,518,311       11,873,192  
Rogers Communications, Inc.      670,283       27,227,889  
SBA Communications Corp., REIT      94,274       27,374,341  
T-Mobile USA, Inc. (a)      253,795       27,808,318  
    

 

 

 
             $ 199,501,851  
Telephone Services - 2.3%               
Hellenic Telecommunications Organization S.A.      1,213,355     $ 16,137,989  
Tele2 AB, “B”      608,352       7,216,079  
Telesites S.A.B. de C.V. (a)      15,966,304       14,738,242  
TELUS Corp.      1,786,338       30,543,256  
    

 

 

 
             $ 68,635,566  
Utilities - Electric Power - 74.3%               
AES Corp.      2,798,153     $ 54,563,984  
ALLETE, Inc.      309,947       15,987,066  

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued               
Utilities - Electric Power - continued               
Alliant Energy Corp.      699,438     $ 38,664,933  
AltaGas Ltd.      1,341,870       17,011,322  
American Electric Power Co., Inc.      647,441       58,224,369  
CenterPoint Energy, Inc. (a)      1,783,557       37,686,559  
CLP Holdings Ltd.      1,891,500       17,396,188  
Dominion Energy, Inc.      1,724,020       138,507,767  
DTE Energy Co.      668,351       82,487,881  
Duke Energy Corp.      1,636,089       150,700,158  
E.ON SE      651,094       6,788,272  
Edison International      1,568,958       87,924,406  
EDP Renovaveis S.A.      8,691,164       165,193,720  
Electricite de France S.A.      1,304,376       15,142,803  
Emera, Inc. (l)      857,945       34,226,358  
Enel S.p.A.      10,939,141       87,067,010  
Energias de Portugal S.A.      7,223,928       35,605,288  
Entergy Corp.      284,318       28,778,668  
Equatorial Energia S.A.      2,946,100       10,232,883  
Evergy, Inc.      949,981       52,438,951  
Exelon Corp.      3,694,140       147,359,245  
FirstEnergy Corp.      1,864,158       55,402,776  
Iberdrola S.A.      6,310,314       74,411,736  
National Grid PLC      4,846,674       57,702,780  
Neoenergia S.A.      2,335,900       7,079,410  
NextEra Energy Partners LP      252,169       15,836,213  
NextEra Energy, Inc.      3,433,820       251,389,962  
PG&E Corp. (a)      6,929,677       66,247,712  
Pinnacle West Capital Corp.      411,304       33,550,067  
Portland General Electric Co.      367,130       14,428,209  
Public Service Enterprise Group, Inc.      992,035       57,686,835  
RWE AG      1,133,811       41,978,472  
Southern Co.      2,725,645       156,588,305  
SSE PLC      3,656,147       59,443,557  
Vistra Corp.      3,814,652       66,260,505  
    

 

 

 
             $ 2,239,994,370  
Total Common Stocks (Identified Cost, $2,333,672,695)

 

  $ 2,889,709,705  
Convertible Preferred Stocks - 3.3%               
Natural Gas - Distribution - 1.2%                 
Sempra Energy, 6%      172,694     $ 17,668,323  
Sempra Energy, 6.75%      173,133       17,675,148  
    

 

 

 
             $ 35,343,471  

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Convertible Preferred Stocks - continued               
Utilities - Electric Power - 2.1%                 
CenterPoint Energy, Inc., 7% (z)      1,190,635     $ 47,351,554  
DTE Energy Co., 6.25%      175,400       8,345,532  
NextEra Energy, Inc., 5.278%      175,500       8,678,475  
    

 

 

 
             $ 64,375,561  
Total Convertible Preferred Stocks
(Identified Cost, $96,794,358)

 

  $ 99,719,032  
Investment Companies (h) - 0.5%               
Money Market Funds - 0.5%               
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $14,784,441)
     14,784,441     $ 14,784,441  
Collateral for Securities Loaned - 0.6%               

JPMorgan U.S. Government Money Market Fund, 0.04% (j)

(Identified Cost, $18,618,000)

     18,618,000     $ 18,618,000  
Other Assets, Less Liabilities - (0.3)%           (9,445,279)  
Net Assets - 100.0%            $ 3,013,385,899  

 

(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 $14,784,441 and $3,008,046,737, 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.

(z)

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

 

Restricted Securities    Acquisition
Date
   Cost      Value  
CenterPoint Energy, Inc., 7%    9/26/2018-5/14/2020      $47,343,246        $47,351,554  
% of Net assets            1.6%  

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

 

ADR   American Depositary Receipt
REIT   Real Estate Investment Trust

 

13


Table of Contents

Portfolio of Investments – continued

 

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

 

CAD   Canadian Dollar
EUR   Euro
GBP   British Pound
SEK   Swedish Krona

Derivative Contracts at 10/31/20

Forward Foreign Currency Exchange Contracts

 

Currency
Purchased
    Currency
Sold
  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives      
USD     6,273,859     CAD   8,283,000   Citibank N.A.     1/15/2021       $54,309  
USD     71,294,884     CAD   93,586,513   HSBC Bank     1/15/2021       1,022,517  
USD     36,045,868     EUR   30,529,000   BNP Paribas S.A.     1/15/2021       424,346  
USD     478,020     EUR   403,399   Citibank N.A.     1/15/2021       7,330  
USD     180,647,602     EUR   152,639,092   HSBC Bank     1/15/2021       2,546,885  
USD     104,883,904     EUR   88,540,408   HSBC Bank     12/21/2020       1,640,830  
USD     41,141,807     EUR   34,695,401   JPMorgan Chase Bank N.A.     1/15/2021       658,889  
USD     4,415,775     GBP   3,395,000   Citibank N.A.     1/15/2021       14,959  
USD     5,245,310     SEK   46,158,724   Brown Brothers Harriman     1/15/2021       52,635  
           

 

 

 
              $6,422,700  
           

 

 

 
Liability Derivatives      
CAD     58,729     USD   44,517   BNP Paribas S.A.     1/15/2021       $(419
CAD     247,217     USD   187,467   Citibank N.A.     1/15/2021       (1,837
CAD     226,976     USD   172,182   HSBC Bank     1/15/2021       (1,749
CAD     140,664     USD   106,627   Merrill Lynch International     1/15/2021       (1,004
CAD     1,329,838     USD   1,014,767   State Street Bank Corp.     1/15/2021       (16,217
EUR     1,272,512     USD   1,498,289   Citibank N.A.     1/15/2021       (13,511
EUR     325,270     USD   382,560   Morgan Stanley Capital Services, Inc.     1/15/2021       (3,031
EUR     1,714,746     USD   2,020,025   UBS AG     1/15/2021       (19,243
GBP     422,884     USD   551,069   Goldman Sachs International     1/15/2021       (2,899
SEK     443,596     USD   50,501   State Street Bank Corp.     1/15/2021       (599
USD     73,548,646     GBP   56,801,296   Goldman Sachs International     1/15/2021       (80,811
           

 

 

 
              $(141,320
           

 

 

 

At October 31, 2020, the fund had cash collateral of $450,000 to cover any collateral for certain derivative contracts. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.

See Notes to Financial Statements

 

14


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/20

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

 

Assets         

Investments in unaffiliated issuers, at value, including $17,060,655 of securities on loan (identified cost, $2,449,085,053)

     $3,008,046,737  

Investments in affiliated issuers, at value (identified cost, $14,784,441)

     14,784,441  

Cash

     104,583  

Restricted cash for

  

Forward foreign currency exchange contracts

     450,000  

Receivables for

  

Forward foreign currency exchange contracts

     6,422,700  

Fund shares sold

     1,107,449  

Interest and dividends

     6,400,038  

Other assets

     42  

Total assets

     $3,037,315,990  
Liabilities         

Payables for

  

Distributions

     $337,784  

Forward foreign currency exchange contracts

     141,320  

Fund shares reacquired

     3,343,282  

Collateral for securities loaned, at value

     18,618,000  

Payable to affiliates

  

Investment adviser

     145,715  

Administrative services fee

     3,227  

Shareholder servicing costs

     830,084  

Distribution and service fees

     66,259  

Payable for independent Trustees’ compensation

     144  

Deferred country tax expense payable

     152,162  

Accrued expenses and other liabilities

     292,114  

Total liabilities

     $23,930,091  

Net assets

     $3,013,385,899  
Net assets consist of         

Paid-in capital

     $2,312,971,313  

Total distributable earnings (loss)

     700,414,586  

Net assets

     $3,013,385,899  

Shares of beneficial interest outstanding

     139,136,825  

 

15


Table of Contents

Statement of Assets and Liabilities – continued

 

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

Class A

     $1,744,514,648        80,581,336        $21.65  

Class B

     63,594,345        2,953,336        21.53  

Class C

     230,614,354        10,710,551        21.53  

Class I

     626,500,118        28,811,932        21.74  

Class R1

     5,170,940        240,795        21.47  

Class R2

     41,020,057        1,900,682        21.58  

Class R3

     201,508,588        9,314,909        21.63  

Class R4

     24,920,454        1,149,973        21.67  

Class R6

     75,542,395        3,473,311        21.75  

 

(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 $22.97 [100 / 94.25 x $21.65]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 10/31/20

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

 

Net investment income (loss)         

Income

  

Dividends

     $114,449,643  

Other

     248,568  

Dividends from affiliated issuers

     239,582  

Income on securities loaned

     90,806  

Foreign taxes withheld

     (3,453,024

Total investment income

     $111,575,575  

Expenses

  

Management fee

     $19,041,168  

Distribution and service fees

     9,080,346  

Shareholder servicing costs

     3,541,274  

Administrative services fee

     432,125  

Independent Trustees’ compensation

     39,975  

Custodian fee

     399,971  

Shareholder communications

     154,906  

Audit and tax fees

     65,423  

Legal fees

     26,704  

Miscellaneous

     257,277  

Total expenses

     $33,039,169  

Fees paid indirectly

     (89,422

Reduction of expenses by investment adviser and distributor

     (397,886

Net expenses

     $32,551,861  

Net investment income (loss)

     $79,023,714  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers (net of $143,010 country tax)

     $118,133,679  

Affiliated issuers

     6,862  

Forward foreign currency exchange contracts

     (18,756,968

Foreign currency

     (612,473

Net realized gain (loss)

     $98,771,100  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers (net of $1,294,444 decrease in deferred country tax)

     $(283,620,879

Affiliated issuers

     (7,235

Forward foreign currency exchange contracts

     18,267,325  

Translation of assets and liabilities in foreign currencies

     72,247  

Net unrealized gain (loss)

     $(265,288,542

Net realized and unrealized gain (loss)

     $(166,517,442

Change in net assets from operations

     $(87,493,728

See Notes to Financial Statements

 

17


Table of Contents

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  
     10/31/20      10/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $79,023,714        $80,244,035  

Net realized gain (loss)

     98,771,100        177,822,561  

Net unrealized gain (loss)

     (265,288,542      386,561,950  

Change in net assets from operations

     $(87,493,728      $644,628,546  

Total distributions to shareholders

     $(225,254,336      $(123,392,257

Change in net assets from fund share transactions

     $(286,299,366      $(46,064,734

Total change in net assets

     $(599,047,430      $475,171,555  
Net assets                  

At beginning of period

     3,612,433,329        3,137,261,774  

At end of period

     $3,013,385,899        $3,612,433,329  

See Notes to Financial Statements

 

18


Table of Contents

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  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $23.54       $20.08       $20.46       $18.49       $19.25  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.54       $0.55       $0.55       $0.51 (c)      $0.70  

Net realized and unrealized gain (loss)

    (0.93     3.73       (0.35     2.15       0.07  

Total from investment operations

    $(0.39     $4.28       $0.20       $2.66       $0.77  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.31     $(0.49     $(0.50     $(0.69     $(0.46

From net realized gain

    (1.19     (0.33     (0.08           (1.07

Total distributions declared to shareholders

    $(1.50     $(0.82     $(0.58     $(0.69     $(1.53

Net asset value, end of period (x)

    $21.65       $23.54       $20.08       $20.46       $18.49  

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

    (1.70     21.94       0.98       14.73 (c)      4.91  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.00       1.00       1.00       1.01 (c)      1.00  

Expenses after expense reductions (f)

    0.99       0.99       0.99       1.01 (c)      0.99  

Net investment income (loss)

    2.51       2.51       2.70       2.64 (c)      3.85  

Portfolio turnover

    30       30       23       24       27  

Net assets at end of period (000 omitted)

    $1,744,515       $1,956,524       $1,706,956       $1,951,500       $2,431,147  

See Notes to Financial Statements

 

19


Table of Contents

Financial Highlights – continued

 

Class B   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $23.42       $19.98       $20.36       $18.40       $19.16  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.38       $0.38       $0.39       $0.36 (c)      $0.55  

Net realized and unrealized gain (loss)

    (0.93     3.72       (0.35     2.14       0.08  

Total from investment operations

    $(0.55     $4.10       $0.04       $2.50       $0.63  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.15     $(0.33     $(0.34     $(0.54     $(0.32

From net realized gain

    (1.19     (0.33     (0.08           (1.07

Total distributions declared to shareholders

    $(1.34     $(0.66     $(0.42     $(0.54     $(1.39

Net asset value, end of period (x)

    $21.53       $23.42       $19.98       $20.36       $18.40  

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

    (2.45     21.02       0.22       13.87 (c)      4.15  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.75       1.75       1.75       1.76 (c)      1.75  

Expenses after expense reductions (f)

    1.74       1.74       1.74       1.76 (c)      1.75  

Net investment income (loss)

    1.75       1.76       1.94       1.89 (c)      3.05  

Portfolio turnover

    30       30       23       24       27  

Net assets at end of period (000 omitted)

    $63,594       $99,924       $113,779       $156,814       $198,512  
Class C   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $23.42       $19.98       $20.36       $18.40       $19.16  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.38       $0.38       $0.38       $0.36 (c)      $0.56  

Net realized and unrealized gain (loss)

    (0.93     3.72       (0.34     2.14       0.07  

Total from investment operations

    $(0.55     $4.10       $0.04       $2.50       $0.63  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.15     $(0.33     $(0.34     $(0.54     $(0.32

From net realized gain

    (1.19     (0.33     (0.08           (1.07

Total distributions declared to shareholders

    $(1.34     $(0.66     $(0.42     $(0.54     $(1.39

Net asset value, end of period (x)

    $21.53       $23.42       $19.98       $20.36       $18.40  

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

    (2.45     21.02       0.21       13.87 (c)      4.15  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.75       1.75       1.75       1.76 (c)      1.75  

Expenses after expense reductions (f)

    1.74       1.74       1.74       1.76 (c)      1.75  

Net investment income (loss)

    1.76       1.75       1.91       1.90 (c)      3.09  

Portfolio turnover

    30       30       23       24       27  

Net assets at end of period (000 omitted)

    $230,614       $370,036       $424,769       $640,795       $757,086  

See Notes to Financial Statements

 

20


Table of Contents

Financial Highlights – continued

 

Class I   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $23.64       $20.16       $20.54       $18.56       $19.31  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.60       $0.60       $0.60       $0.56 (c)      $0.76  

Net realized and unrealized gain (loss)

    (0.94     3.76       (0.35     2.16       0.06  

Total from investment operations

    $(0.34     $4.36       $0.25       $2.72       $0.82  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.37     $(0.55     $(0.55     $(0.74     $(0.50

From net realized gain

    (1.19     (0.33     (0.08           (1.07

Total distributions declared to shareholders

    $(1.56     $(0.88     $(0.63     $(0.74     $(1.57

Net asset value, end of period (x)

    $21.74       $23.64       $20.16       $20.54       $18.56  

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

    (1.49     22.26       1.22       15.02 (c)      5.20  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    0.75       0.75       0.75       0.76 (c)      0.75  

Expenses after expense reductions (f)

    0.74       0.74       0.74       0.76 (c)      0.75  

Net investment income (loss)

    2.76       2.77       2.93       2.86 (c)      4.18  

Portfolio turnover

    30       30       23       24       27  

Net assets at end of period (000 omitted)

    $626,500       $698,558       $587,221       $682,272       $508,566  
Class R1   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $23.37       $19.94       $20.32       $18.37       $19.13  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.37       $0.38       $0.39       $0.36 (c)      $0.56  

Net realized and unrealized gain (loss)

    (0.92     3.71       (0.34     2.13       0.08  

Total from investment operations

    $(0.55     $4.09       $0.05       $2.49       $0.64  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.16     $(0.33     $(0.35     $(0.54     $(0.33

From net realized gain

    (1.19     (0.33     (0.08           (1.07

Total distributions declared to shareholders

    $(1.35     $(0.66     $(0.43     $(0.54     $(1.40

Net asset value, end of period (x)

    $21.47       $23.37       $19.94       $20.32       $18.37  

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

    (2.48     21.03       0.23       13.84 (c)      4.17  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.75       1.75       1.75       1.76 (c)      1.75  

Expenses after expense reductions (f)

    1.74       1.74       1.74       1.76 (c)      1.75  

Net investment income (loss)

    1.75       1.77       1.93       1.90 (c)      3.14  

Portfolio turnover

    30       30       23       24       27  

Net assets at end of period (000 omitted)

    $5,171       $6,561       $6,453       $7,623       $10,305  

See Notes to Financial Statements

 

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Class R2   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $23.47       $20.03       $20.40       $18.44       $19.20  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.48       $0.49       $0.50       $0.46 (c)      $0.65  

Net realized and unrealized gain (loss)

    (0.92     3.72       (0.35     2.14       0.07  

Total from investment operations

    $(0.44     $4.21       $0.15       $2.60       $0.72  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.26     $(0.44     $(0.44     $(0.64     $(0.41

From net realized gain

    (1.19     (0.33     (0.08           (1.07

Total distributions declared to shareholders

    $(1.45     $(0.77     $(0.52     $(0.64     $(1.48

Net asset value, end of period (x)

    $21.58       $23.47       $20.03       $20.40       $18.44  

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

    (1.96     21.59       0.77       14.42 (c)      4.66  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.25       1.25       1.25       1.26 (c)      1.25  

Expenses after expense reductions (f)

    1.24       1.24       1.24       1.26 (c)      1.25  

Net investment income (loss)

    2.26       2.26       2.46       2.39 (c)      3.61  

Portfolio turnover

    30       30       23       24       27  

Net assets at end of period (000 omitted)

    $41,020       $59,224       $57,733       $78,248       $92,123  
Class R3   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $23.52       $20.07       $20.45       $18.48       $19.24  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.54       $0.57       $0.55       $0.51 (c)      $0.71  

Net realized and unrealized gain (loss)

    (0.93     3.71       (0.35     2.15       0.06  

Total from investment operations

    $(0.39     $4.28       $0.20       $2.66       $0.77  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.31     $(0.50     $(0.50     $(0.69     $(0.46

From net realized gain

    (1.19     (0.33     (0.08           (1.07

Total distributions declared to shareholders

    $(1.50     $(0.83     $(0.58     $(0.69     $(1.53

Net asset value, end of period (x)

    $21.63       $23.52       $20.07       $20.45       $18.48  

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

    (1.71     21.92       0.97       14.74 (c)      4.91  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    1.00       1.00       1.00       1.01 (c)      0.99  

Expenses after expense reductions (f)

    0.99       0.99       0.99       1.01 (c)      0.99  

Net investment income (loss)

    2.51       2.63       2.71       2.64 (c)      3.91  

Portfolio turnover

    30       30       23       24       27  

Net assets at end of period (000 omitted)

    $201,509       $279,639       $72,490       $99,454       $128,051  

See Notes to Financial Statements

 

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Class R4   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $23.56       $20.10       $20.48       $18.51       $19.26  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.60       $0.60       $0.61       $0.56 (c)      $0.74  

Net realized and unrealized gain (loss)

    (0.93     3.74       (0.36     2.15       0.08  

Total from investment operations

    $(0.33     $4.34       $0.25       $2.71       $0.82  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.37     $(0.55     $(0.55     $(0.74     $(0.50

From net realized gain

    (1.19     (0.33     (0.08           (1.07

Total distributions declared to shareholders

    $(1.56     $(0.88     $(0.63     $(0.74     $(1.57

Net asset value, end of period (x)

    $21.67       $23.56       $20.10       $20.48       $18.51  

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

    (1.46     22.22       1.22       15.01 (c)      5.21  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    0.75       0.75       0.75       0.76 (c)      0.74  

Expenses after expense reductions (f)

    0.74       0.74       0.74       0.76 (c)      0.74  

Net investment income (loss)

    2.76       2.76       3.01       2.89 (c)      4.11  

Portfolio turnover

    30       30       23       24       27  

Net assets at end of period (000 omitted)

    $24,920       $49,530       $48,109       $79,612       $89,124  
Class R6   Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $23.64       $20.17       $20.54       $18.56       $19.31  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

    $0.61       $0.61       $0.61       $0.57 (c)      $0.78  

Net realized and unrealized gain (loss)

    (0.92     3.76       (0.34     2.17       0.06  

Total from investment operations

    $(0.31     $4.37       $0.27       $2.74       $0.84  
Less distributions declared to shareholders

 

               

From net investment income

    $(0.39     $(0.57     $(0.56     $(0.76     $(0.52

From net realized gain

    (1.19     (0.33     (0.08           (1.07

Total distributions declared to shareholders

    $(1.58     $(0.90     $(0.64     $(0.76     $(1.59

Net asset value, end of period (x)

    $21.75       $23.64       $20.17       $20.54       $18.56  

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

    (1.36     22.29       1.36       15.13 (c)      5.30  
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

    0.66       0.66       0.66       0.66 (c)      0.65  

Expenses after expense reductions (f)

    0.65       0.65       0.65       0.66 (c)      0.65  

Net investment income (loss)

    2.84       2.84       3.02       2.93 (c)      4.31  

Portfolio turnover

    30       30       23       24       27  

Net assets at end of period (000 omitted)

    $75,542       $92,437       $119,752       $136,631       $92,898  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

(c)

Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

(d)

Per share data is based on average shares outstanding.

(f)

Ratios do not reflect reductions from fees paid indirectly, if applicable.

(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

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests primarily in securities of issuers in the utility industry. Issuers in a single industry can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions. The value of stocks in the utilities sector can be very volatile due to supply and/or demand for services or fuel, financing costs, conservation efforts, the negative impact of regulation, and other factors. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.

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

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across

 

25


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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. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. 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

 

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Notes to Financial Statements – continued

 

investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

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

 

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

United States

     $2,069,310,066        $37,686,559        $—        $2,106,996,625  

Portugal

     218,667,353                      218,667,353  

Spain

     130,863,469                      130,863,469  

United Kingdom

     117,146,337                      117,146,337  

Canada

     109,008,825                      109,008,825  

Italy

     87,067,010                      87,067,010  

Germany

     48,766,744                      48,766,744  

Japan

            25,047,802               25,047,802  

Thailand

            23,718,576               23,718,576  

Other Countries

     122,145,996                      122,145,996  
Mutual Funds      33,402,441                      33,402,441  
Total      $2,936,378,241        $86,452,937        $—        $3,022,831,178  
Other Financial Instruments                            
Forward Foreign Currency Exchange Contracts – Assets      $—        $6,422,700        $—        $6,422,700  
Forward Foreign Currency Exchange Contracts – Liabilities             (141,320             (141,320

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

 

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Notes to Financial Statements – continued

 

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.

Derivatives – The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

The derivative instruments used by the fund during the period were forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2020 as reported in the Statement of Assets and Liabilities:

 

        Fair Value  
Risk   Derivative Contracts   Asset Derivatives     Liability Derivatives  
Foreign Exchange   Forward Foreign Currency Exchange Contracts     $6,422,700       $(141,320)  

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2020 as reported in the Statement of Operations:

 

Risk    Forward
Foreign
Currency
Exchange
Contracts
 
Foreign Exchange      $(18,756,968

 

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Notes to Financial Statements – continued

 

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended October 31, 2020 as reported in the Statement of Operations:

 

Risk    Forward
Foreign
Currency
Exchange
Contracts
 
Foreign Exchange      $18,267,325  

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive

 

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Notes to Financial Statements – continued

 

from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

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 $17,060,655. The fair value of the fund’s investment securities on loan and a related liability of $18,618,000 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. The collateral on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is

 

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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. 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.

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 October 31, 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.

 

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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, partnership adjustments, certain preferred stock treated as debt for tax purposes, and derivative transactions.

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

 

     Year ended
10/31/20
     Year ended
10/31/19
 
Ordinary income (including any short-term capital gains)      $48,830,086        $72,453,572  
Long-term capital gains      176,424,250        50,938,685  
Total distributions      $225,254,336        $123,392,257  

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

 

As of 10/31/20       
Cost of investments      $2,388,617,645  
Gross appreciation      800,201,999  
Gross depreciation      (159,707,086
Net unrealized appreciation (depreciation)      $640,494,913  
Undistributed long-term capital gain      125,903,326  
Other temporary differences      (65,983,653

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. 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 shares, 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

 

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will convert to Class A shares, of the same fund. 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
10/31/20
     Year
ended
10/31/19
 
Class A      $124,296,158        $68,888,762  
Class B      5,340,809        3,478,223  
Class C      20,315,084        13,183,028  
Class I      45,518,799        25,710,076  
Class R1      377,701        208,534  
Class R2      3,503,734        2,094,107  
Class R3      16,863,415        3,274,915  
Class R4      2,724,606        2,009,776  
Class R6      6,314,030        4,544,836  
Total      $225,254,336        $123,392,257  

(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 $3 billion      0.60
In excess of $3 billion and up to $10 billion      0.55
In excess of $10 billion      0.50

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended October 31, 2020, this management fee reduction amounted to $345,740, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended October 31, 2020 was equivalent to an annual effective rate of 0.59% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $181,319 for the year ended October 31, 2020, as its portion of the initial sales charge on sales of Class A shares of the fund.

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

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

 

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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%        $4,479,150  
Class B      0.75%        0.25%        1.00%        1.00%        774,836  
Class C      0.75%        0.25%        1.00%        1.00%        2,949,079  
Class R1      0.75%        0.25%        1.00%        1.00%        58,157  
Class R2      0.25%        0.25%        0.50%        0.50%        244,254  
Class R3             0.25%        0.25%        0.25%        574,870  
Total Distribution and Service Fees

 

           $9,080,346  

 

(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 October 31, 2020 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates’ seed money. For the year ended October 31, 2020, this rebate amounted to to $51,038, $424, $458, $15, $116, and $95 for Class A, Class B, Class C, Class R1, Class R2, and Class R3, respectively, and is included in the reduction of total expenses in the Statement of Operations.

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

 

     Amount  
Class A      $2,282  
Class B      46,625  
Class C      15,153  

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 October 31, 2020, the fee was $481,620, which equated to 0.0151% 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 October 31, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $3,059,654.

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

 

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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 October 31, 2020 was equivalent to an annual effective rate of 0.0135% of the fund’s average daily net assets.

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

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 October 31, 2020, the fund engaged in sale transactions pursuant to this policy, which amounted to $3,415,187. The sales transactions resulted in net realized gains (losses) of $17,301.

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 October 31, 2020, this reimbursement amounted to $248,456, which is included in “Other” income in the Statement of Operations.

(4) Portfolio Securities

For the year ended October 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $943,431,289 and $1,353,483,717, respectively.

 

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(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
10/31/20
     Year ended
10/31/19
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     8,208,261        $175,835,077        8,633,077        $191,155,371  

Class B

     38,789        827,910        142,775        2,985,411  

Class C

     757,028        16,465,110        977,697        21,100,917  

Class I

     6,660,790        143,615,462        7,075,879        154,493,253  

Class R1

     71,085        1,530,447        41,411        886,853  

Class R2

     378,555        8,221,959        555,796        12,045,800  

Class R3

     863,414        18,779,058        9,463,796        222,522,761  

Class R4

     354,595        7,700,832        493,425        10,764,501  

Class R6

     964,865        21,303,243        1,496,541        32,536,531  
     18,297,382        $394,279,098        28,880,397        $648,491,398  
Shares issued to shareholders in
reinvestment of distributions

 

        

Class A

     5,314,607        $118,323,319        3,143,327        $65,471,621  

Class B

     211,649        4,717,683        148,824        3,035,943  

Class C

     806,571        17,971,808        577,719        11,793,647  

Class I

     1,800,295        40,214,092        1,059,483        22,254,241  

Class R1

     17,007        377,693        10,219        208,529  

Class R2

     153,685        3,421,186        97,288        2,010,455  

Class R3

     756,956        16,863,343        155,077        3,274,136  

Class R4

     114,645        2,564,559        92,312        1,924,903  

Class R6

     194,468        4,345,663        167,574        3,473,660  
     9,369,883        $208,799,346        5,451,823        $113,447,135  
Shares reacquired            

Class A

     (16,052,170      $(341,612,028      (13,660,135      $(295,840,095

Class B

     (1,563,212      (33,277,541      (1,719,037      (37,191,663

Class C

     (6,652,430      (141,067,822      (7,014,134      (154,840,663

Class I

     (9,201,704      (193,594,078      (7,707,892      (168,078,651

Class R1

     (128,074      (2,648,049      (94,469      (2,039,331

Class R2

     (1,154,836      (24,400,870      (1,012,700      (21,673,896

Class R3

     (4,192,699      (89,423,643      (1,342,973      (29,036,185

Class R4

     (1,421,419      (30,245,064      (877,046      (19,012,426

Class R6

     (1,595,753      (33,108,715      (3,692,405      (80,290,357
     (41,962,297      $(889,377,810      (37,120,791      $(808,003,267

 

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Notes to Financial Statements – continued

 

     Year ended
10/31/20
     Year ended
10/31/19
 
     Shares      Amount      Shares      Amount  
Net change            

Class A

     (2,529,302      $(47,453,632      (1,883,731      $(39,213,103

Class B

     (1,312,774      (27,731,948      (1,427,438      (31,170,309

Class C

     (5,088,831      (106,630,904      (5,458,718      (121,946,099

Class I

     (740,619      (9,764,524      427,470        8,668,843  

Class R1

     (39,982      (739,909      (42,839      (943,949

Class R2

     (622,596      (12,757,725      (359,616      (7,617,641

Class R3

     (2,572,329      (53,781,242      8,275,900        196,760,712  

Class R4

     (952,179      (19,979,673      (291,309      (6,323,022

Class R6

     (436,420      (7,459,809      (2,028,290      (44,280,166
     (14,295,032      $(286,299,366      (2,788,571      $(46,064,734

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

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended October 31, 2020, the fund’s commitment fee and interest expense were $15,861 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     $50,101,595       $492,591,509       $527,908,290       $6,862       $(7,235     $14,784,441  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

        $239,582       $—  

 

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(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.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS Utilities Fund and the Board of Trustees of

MFS Series Trust VI

Opinion on the Financial Statements

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

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2020, by correspondence with the custodian and others. Our audits also included evaluating the

 

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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

December 16, 2020

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of December 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 66)

  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

 

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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 (until 2015); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Number of
MFS Funds
overseen
by the Trustee

 

Principal
Occupations
During the Past
Five Years

 

Other

Directorships
During the Past
Five Years  (j)

James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   133   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)

Clarence Otis, Jr.

(age 64)

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

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   133   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

43


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Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of MFS
Funds for which the
Person is an Officer

 

Principal
Occupations During

the Past Five Years

OFFICERS        
Christopher R. Bohane (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   133   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

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

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

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

 

44


Table of Contents

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 50)
  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 46)

 

Assistant

Secretary and Assistant Clerk

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

 

45


Table of Contents

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.

*

As of December 31, 2020, Mrs. Stelmach will retire as Trustee.

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.

 

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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)  

Claud Davis

J. Scott Walker

 

 

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Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Utilities 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

 

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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 4th quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 3rd 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.

The Trustees expressed continued concern to MFS about the substandard investment performance of the Fund. 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, as to MFS’ efforts to improve the Fund’s performance. In addition, the Trustees requested that they receive a separate update on the Fund’s performance at each of their regular meetings. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that MFS’ responses and efforts and plans to improve investment performance were sufficient to support approval of the continuance of the investment advisory agreement for an additional one-year period, but that they would continue to closely monitor the performance of the Fund.

 

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Board Review of Investment Advisory Agreement – continued

 

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $3 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

 

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Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

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

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

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

 

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Table of Contents

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

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

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

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

 

52


Table of Contents

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 $194,650,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 88.01% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

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Table of Contents

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.

 

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Table of Contents
Page 2  

 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

55


Table of Contents

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

 


Table of Contents
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 filed as an exhibit to this Form N-CSR.

 

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 Ernst & Young LLP (“E&Y”) to serve as independent accountants to the 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 Fund (“MFS Related Entities”).

For the fiscal years ended October 31, 2020 and 2019, audit fees billed to each Fund by E&Y were as follows:

 

     Audit Fees  
     2020      2019  

Fees billed by E&Y:

     

MFS Global Equity Fund

     53,207        52,330  

MFS Global Total Return Fund

     62,081        61,056  

MFS Utilities Fund

     48,662        47,862  
  

 

 

    

 

 

 

Total

     163,950        161,248  


Table of Contents

For the fiscal years ended October 31, 2020 and 2019, fees billed by 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 E&Y:

                 

To MFS Global Equity Fund

     0        0        10,106        9,951        1,782        1,852  

To MFS Global Total Return Fund

     0        0        11,495        11,319        1,505        1,591  

To MFS Utilities Fund

     0        0        9,316        9,176        1,889        1,918  

Total fees billed by E&Y To above Funds

     0        0        30,917        30,446        5,176        5,361  
     Audit-Related Fees1      Tax Fees2      All Other Fees3  
     2020      2019      2020      2019      2020      2019  

Fees billed by E&Y:

                 

To MFS and MFS Related Entities of MFS Global Equity Fund*

     1,790,828        1,679,277        0        0        104,750        104,750  

To MFS and MFS Related Entities of MFS Global Total Return Fund*

     1,790,828        1,679,277        0        0        104,750        104,750  

To MFS and MFS Related Entities of MFS Utilities Fund*

     1,790,828        1,679,277        0        0        104,750        104,750  

 

     Aggregate fees for non-audit
services:
 
     2020      2019  

Fees billed by E&Y:

     

To MFS Global Equity Fund, MFS and MFS Related Entities#

     2,118,196        2,021,030  

To MFS Global Total Return Fund, MFS and MFS Related Entities#

     2,119,308        2,022,137  

To MFS Utilities Fund, MFS and MFS Related Entities#

     2,117,513        2,020,321  

 

*  

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 Fund (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 E&Y for non-audit services rendered to the Fund 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 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.


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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 Funds 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.


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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.


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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.


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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.

 


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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 VI

 

By (Signature and Title)*    /S/ DAVID L. DILORENZO
  David L. DiLorenzo, President

Date: December 16, 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: December 16, 2020

 

By (Signature and Title)*    /S/ JAMES O. YOST
 

James O. Yost, Treasurer

(Principal Financial Officer

and Accounting Officer)

Date: December 16, 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 VI

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 VI;

 

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: December 16, 2020     /S/ JAMES O. YOST
    James O. Yost
    Treasurer (Principal Financial Officer and
Accounting Officer)


EX-99.302CERT

MFS SERIES TRUST VI

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 VI;

 

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: December 16, 2020     /S/ DAVID L. DILORENZO
   

David L. DiLorenzo

President (Principal Executive Officer)

EX-99.906CERT

MFS SERIES TRUST VI

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 VI (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: December 16, 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 VI

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 VI (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: December 16, 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.