N-CSR 1 d50422dncsr.htm MFS SERIES TRUST XV N-CSR MFS SERIES TRUST XV N-CSR
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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 811-04253

MFS SERIES TRUST XV

(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® Commodity Strategy 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.

 

CMS-ANN

 


Table of Contents

MFS® Commodity Strategy Fund

 

CONTENTS

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     4  
Performance summary     6  
Expense table     9  
Consolidated portfolio of investments     11  
Consolidated statement of assets and liabilities     31  
Consolidated statement of operations     33  
Consolidated statements of changes in net assets     34  
Consolidated financial highlights     35  
Notes to consolidated financial statements     41  
Report of independent registered public accounting firm     58  
Trustees and officers     60  
Board review of investment advisory agreement     67  
Statement regarding liquidity risk management program     71  
Proxy voting policies and information     72  
Quarterly portfolio disclosure     72  
Further information     72  
Information about fund contracts and legal claims     72  
Federal tax information     72  
MFS® privacy notice     73  
Contact information     back cover  

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



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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.

 

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PORTFOLIO COMPOSITION

 

Portfolio structure reflecting equivalent exposure of derivative positions (i)

 

LOGO

 

Fixed income sectors (i)  
Investment Grade Corporates     33.8%  
U.S. Treasury Securities     25.1%  
Collateralized Debt Obligations     7.0%  
Commercial Mortgage-Backed Securities     5.3%  
Asset-Backed Securities     4.5%  
Emerging Markets Bonds     2.0%  
Municipal Bonds     1.6%  
Mortgage-Backed Securities     1.1%  
Residential Mortgage-Backed Securities     1.0%  
Non-U.S. Government Bonds     0.3%  
U.S. Government Agencies (o)     0.0%  
High Yield Corporates     (4.4)%  
Composition including fixed income credit quality (a)(i)

 

AAA     7.1%  
AA     8.8%  
A     14.9%  
BBB     22.7%  
BB     0.9%  
BB     0.2%  
U.S. Government     16.6%  
Federal Agencies     1.1%  
Not Rated     5.0%  
Non-Fixed Income     100.4%  
Cash & Cash Equivalents     24.6%  
Other     (102.3)%  
Commodity exposure (c)(i)  
Gold     17.1%  
Natural Gas     12.8%  
Copper (COMEX)     6.8%  
Soybeans     6.8%  
Corn     6.2%  
Soybean Meal     5.2%  
Silver     4.8%  
WTI Crude Oil     4.4%  
Wheat     4.2%  
Aluminum     4.0%  
Sugar     4.0%  
Brent Crude     3.5%  
Zinc     3.3%  
Cotton     2.8%  
Nickel     2.7%  
Soybean Oil     2.5%  
Coffee     2.1%  
Live Cattle     1.9%  
Kansas Wheat     1.5%  
Lean Hogs     1.5%  
Gas Oil     1.2%  
Unleaded Gasoline     1.2%  
Heating Oil     1.0%  
Feeder Cattle     (1.1)%  
 

 

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Portfolio Composition – continued

 

(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.

(c)

MFS expects to gain exposure to the commodities markets by investing a portion of the fund’s assets in the MFS Commodity Strategy Portfolio, a wholly-owned and controlled subsidiary organized in the Cayman Islands (“Subsidiary”). The Subsidiary gains exposure to the commodities markets by investing in commodity linked derivatives (such as commodity-linked futures, options, and/or swaps). The Subsidiary’s investments in commodity-linked derivatives are leveraged (i.e. involves investment exposure greater than the amount of the investment). For more information about commodity-linked derivatives and the risks of investing in such derivatives, please see the fund’s prospectus.

(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%.

The fund invests a portion of its assets in the MFS Commodity Strategy Portfolio, a wholly-owned subsidiary of the fund. Percentages reflect exposure to the underlying holdings of the MFS Commodity Strategy Portfolio and not to the exposure from investing directly in the MFS Commodity Strategy Portfolio itself.

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 Consolidated 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.

 

3


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MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2020, Class A shares of the MFS Commodity Strategy Fund (fund) provided a total return of –7.24%, at net asset value. This compares with a return of –8.75% for the fund’s benchmark, the Bloomberg Commodity Index.

The fund’s investment adviser expects to gain exposure to the commodities markets by investing a portion of the fund’s assets in the MFS Commodity Strategy Portfolio, a wholly-owned and controlled subsidiary organized in the Cayman Islands (Subsidiary). The Subsidiary gains exposure to the commodities markets by investing in commodity-linked derivatives (such as commodity-linked futures, options and/or swaps).

Market Environment

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

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

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

As has often been the case in a crisis, market vulnerabilities have been revealed. For example, companies that have added significant leverage to their balance sheets in

 

4


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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.

With the exception of precious metals, commodity prices weakened broadly over the period. Energy prices were particularly impacted as a result of falling demand for jet fuel and gasoline due to reduced mobility stemming from the pandemic.

Factors Affecting Performance

Over the reporting period, the fund outperformed the Bloomberg Commodity Index. The fund’s fixed income investments outperformed the collateral return component of the benchmark. Additionally, the fund’s out-of-benchmark exposure to the commodity futures curve, and its greater-than-benchmark exposure to precious metals, strengthened relative performance.

Conversely, the fund’s greater-than-benchmark exposure to energy commodities held back relative performance. A lesser-than-benchmark exposure to grain commodities, soft commodities and industrial metal commodities further hindered the fund’s relative results.

Respectfully,

Portfolio Manger(s)

Philipp Burgener, Alexander Mackey, Benjamin Nastou, and Natalie Shapiro

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


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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

 

6


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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    6/02/10   (7.24)%   (2.36)%   (6.20)%   N/A    
    B    8/15/18   (8.10)%   N/A   N/A   (5.88)%    
    C    8/15/18   (8.07)%   N/A   N/A   (5.88)%    
    I    6/02/10   (6.90)%   (2.10)%   (5.96)%   N/A    
    R1    8/15/18   (8.08)%   N/A   N/A   (5.88)%    
    R2    8/15/18   (7.59)%   N/A   N/A   (5.41)%    
    R3    8/15/18   (7.34)%   N/A   N/A   (5.17)%    
    R4    8/15/18   (7.09)%   N/A   N/A   (4.93)%    
    R6    9/04/12   (7.06)%   (2.10)%   N/A   (7.23)%    
Comparative benchmark(s)                    
     Bloomberg Commodity Index (f)   (8.75)%   (2.73)%   (6.36)%   N/A     
Average annual with sales charge                    
    A
With Initial Sales Charge (5.75%)
  (12.58)%   (3.51)%   (6.75)%   N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  (11.74)%   N/A   N/A   (7.12)%    
    C
With CDSC (1% for 12 months) (v)
  (8.98)%   N/A   N/A   (5.88)%    

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)

Bloomberg Commodity Index – designed to be a highly liquid and diversified benchmark for the commodity futures market. The Index tracks trades on futures contracts for physical commodities, such as energy (petroleum, gas), precious metals (gold, silver), industrial metals (zinc, copper), grains (corn, wheat), livestock (live cattle/ lean hogs), among others, and are traded in a variety of currencies.

It is not possible to invest directly in an index.

Notes to Performance Summary

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

 

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Performance Summary – continued

 

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     1.13%       $1,000.00       $1,209.48       $6.28  
  Hypothetical (h)     1.13%       $1,000.00       $1,019.46       $5.74  
B   Actual     1.88%       $1,000.00       $1,202.50       $10.41  
  Hypothetical (h)     1.88%       $1,000.00       $1,015.69       $9.53  
C   Actual     1.88%       $1,000.00       $1,203.01       $10.41  
  Hypothetical (h)     1.88%       $1,000.00       $1,015.69       $9.53  
I   Actual     0.90%       $1,000.00       $1,208.96       $5.00  
  Hypothetical (h)     0.90%       $1,000.00       $1,020.61       $4.57  
R1   Actual     1.88%       $1,000.00       $1,202.50       $10.41  
  Hypothetical (h)     1.88%       $1,000.00       $1,015.69       $9.53  
R2   Actual     1.38%       $1,000.00       $1,204.49       $7.65  
  Hypothetical (h)     1.38%       $1,000.00       $1,018.20       $7.00  
R3   Actual     1.13%       $1,000.00       $1,206.98       $6.27  
  Hypothetical (h)     1.13%       $1,000.00       $1,019.46       $5.74  
R4   Actual     0.88%       $1,000.00       $1,206.47       $4.88  
  Hypothetical (h)     0.88%       $1,000.00       $1,020.71       $4.47  
R6   Actual     0.82%       $1,000.00       $1,208.96       $4.55  
  Hypothetical (h)     0.82%       $1,000.00       $1,021.01       $4.17  

 

(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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CONSOLIDATED PORTFOLIO OF INVESTMENTS

10/31/20

The Consolidated 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 ($)  
Bonds - 73.9%               
Aerospace - 0.6%               
Boeing Co., 2.3%, 8/01/2021    $ 2,524,000     $ 2,550,120  
Huntington Ingalls Industries, Inc., 3.844%, 5/01/2025 (n)      1,422,000       1,564,685  
Raytheon Technologies Corp., 3.65%, 8/16/2023      95,000       102,634  
    

 

 

 
             $ 4,217,439  
Asset-Backed & Securitized - 17.8%               
Allegro CLO Ltd., 2014-1RA, “A2”, FLR, 1.808% (LIBOR - 3mo. + 1.6%), 10/21/2028 (n)    $ 252,269     $ 246,440  
ALM Loan Funding, CLO, 2015-16A, “BR2”, FLR, 2.136%
(LIBOR - 3mo. + 1.9%), 7/15/2027 (n)
     1,497,569       1,465,163  
AmeriCredit Automobile Receivables Trust, 2020-1, “C”, 1.59%, 10/20/2025      678,000       687,567  
Arbor Realty Trust, Inc., CLO, 2019-FL1, “A”, FLR, 1.298% (LIBOR - 1mo. + 1.15%), 5/15/2037 (n)      2,110,500       2,088,266  
AREIT CRE Trust, 2019-CRE3, “AS”, FLR, 1.447% (LIBOR - 1mo. + 1.3%), 9/14/2036 (n)      613,500       584,580  
AREIT CRE Trust, 2019-CRE3, “B”, FLR, 1.697% (LIBOR - 1mo. + 1.55%), 9/14/2036 (n)      303,000       289,034  
AREIT CRE Trust, 2019-CRE3, “C”, FLR, 2.047% (LIBOR - 1mo. + 1.9%), 9/14/2036 (n)      250,500       238,521  
Avery Point CLO Ltd., 2014-1A, “CR”, FLR, 2.564% (LIBOR - 3mo. + 2.35%), 4/25/2026 (n)      1,150,000       1,139,398  
Avis Budget Rental Car Funding LLC, 2019-1A, “A”, 3.45%, 3/20/2023 (n)      2,690,000       2,752,061  
Ballyrock Ltd., CLO, 2018-1A, “A2”, FLR, 1.818% (LIBOR - 3mo. + 1.6%), 4/20/2031 (n)      1,368,365       1,325,537  
Ballyrock Ltd., CLO, 2018-1A, “B”, FLR, 2.118% (LIBOR - 3mo. + 1.9%), 4/20/2031 (n)      579,877       557,787  
Bancorp Commercial Mortgage Trust, 2018-CRE3, “B”, FLR, 1.698% (LIBOR - 1mo. + 1.55%), 1/15/2033 (n)      1,177,240       1,146,988  
Bancorp Commercial Mortgage Trust, 2018-CRE4, “AS”, FLR, 1.248% (LIBOR - 1mo. + 1.1%), 9/15/2035 (n)      1,512,000       1,483,737  
Bancorp Commercial Mortgage Trust, 2019-CRE5, “A”, FLR, 1.148% (LIBOR - 1mo. + 1%), 3/15/2036 (n)      783,271       774,336  
Bancorp Commercial Mortgage Trust, 2019-CRE5, “AS”, FLR, 1.498% (LIBOR - 1mo. + 1.35%), 3/15/2036 (n)      1,181,173       1,157,456  
Bancorp Commercial Mortgage Trust, 2019-CRE5, “B”, FLR, 1.648% (LIBOR - 1mo. + 1.5%), 3/15/2036 (n)      1,635,470       1,584,671  

 

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Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Asset-Backed & Securitized - continued               
Bancorp Commercial Mortgage Trust, 2019-CRE6, “AS”, FLR, 1.448% (LIBOR - 1mo. + 1.3%), 9/15/2036 (n)    $ 1,360,019     $ 1,305,367  
Bancorp Commercial Mortgage Trust, 2019-CRE6, “B”, FLR, 1.698% (LIBOR - 1mo. + 1.55%), 9/15/2036 (n)      1,713,302       1,624,145  
Barclays Commercial Mortgage Securities LLC, 2018-C2, “XA”, 0.769%, 12/15/2051 (i)(n)      19,584,749       1,001,844  
BSPRT Ltd., 2018-FL4, “A”, FLR, 2.248% (LIBOR - 1mo. + 2.1%), 9/15/2035 (n)      1,813,000       1,707,960  
Business Jet Securities LLC, 2018-1, “A”, 4.335%, 2/15/2033 (n)      775,246       782,237  
Business Jet Securities LLC, 2020-1A, “A”, 2.981%, 11/15/2035 (n)      542,000       546,261  
BXMT Ltd., 2020-FL2, “B”, FLR, 1.547% (LIBOR - 1mo. + 1.4%), 2/16/2037 (n)      1,492,000       1,466,039  
BXMT Ltd., 2020-FL2, “A”, FLR, 1.047% (LIBOR - 1mo. + 0.9%), 2/16/2037 (n)      2,317,500              2,285,931  
Capital Automotive, 2020-1A, “A4”, REIT, 3.19%, 2/15/2050 (n)      568,789       580,923  
CD Commercial Mortgage Trust, 2017-CD4, “XA”, 1.296%, 5/10/2050 (i)        11,867,603       711,233  
CF Hippolyta Issuer LLC, 2020-1, “A1”, 1.69%, 7/15/2060 (n)      393,179       397,876  
CF Hippolyta Issuer LLC, 2020-1, “B1”, 2.28%, 7/15/2060 (n)      124,450       125,070  
Chesapeake Funding II LLC, 2017-2A, “B”, 2.81%, 5/15/2029 (n)      832,000       836,086  
Chesapeake Funding II LLC, 2017-2A, “C”, 3.01%, 5/15/2029 (n)      372,000       374,510  
Chesapeake Funding II LLC, 2017-3A, “B”, 2.57%, 8/15/2029 (n)      536,000       538,425  
Chesapeake Funding II LLC, 2017-4A, “B”, 2.59%, 11/15/2029 (n)      578,000       586,491  
Chesapeake Funding II LLC, 2017-4A, “C”, 2.76%, 11/15/2029 (n)      709,000       717,767  
Commercial Mortgage Pass-Through Certificates, 2019-BN24,“XA”, 0.648%, 11/15/2062 (i)      9,132,894       465,984  
Cutwater Ltd., 2014-1A, “A2R”, FLR, 1.936% (LIBOR - 3mo. + 1.7%), 7/15/2026 (n)      2,250,000       2,227,437  
Cutwater Ltd., 2015-1A, “AR”, FLR, 1.456% (LIBOR - 3mo. + 1.22%), 1/15/2029 (n)      2,214,951       2,203,099  
Dell Equipment Finance Trust, 2018-2, “B”, 3.55%, 10/22/2023 (n)      1,616,000       1,648,967  
Dell Equipment Finance Trust, 2020-1, “A2”, 2.26%, 6/22/2022 (n)      767,000       778,632  
DLL Securitization Trust, 2017-A, “A3”, 2.14%, 12/15/2021 (n)      52,768       52,842  
DT Auto Owner Trust, 2017-1A, “D”, 3.55%, 11/15/2022 (n)      117,550       117,831  
DT Auto Owner Trust, 2017-2A, “D”, 3.89%, 1/15/2023 (n)      264,369       265,631  
DT Auto Owner Trust, 2017-3A, “D”, 3.58%, 5/15/2023 (n)      656,570       661,127  
DT Auto Owner Trust, 2018-2A, “C”, 3.67%, 3/15/2024 (n)      234,930       236,254  
Exantas Capital Corp. CLO Ltd., 2019-RS07, “B”, FLR, 1.847% (LIBOR - 1mo. + 1.7%), 4/15/2036 (n)      1,788,500       1,718,666  
Exeter Automobile Receivables Trust, 2019-3A, “C”, 2.79%, 5/15/2024 (n)      2,205,000       2,252,532  
Exeter Automobile Receivables Trust, 2020-1, 2.26%, 4/15/2024 (n)      375,000       380,426  
Exeter Automobile Receivables Trust, 2020-1A, 2.49%, 1/15/2025 (n)      510,000       523,667  

 

12


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Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Asset-Backed & Securitized - continued               
Figueroa CLO Ltd., 2014-1A, “BR”, FLR, 1.736% (LIBOR - 3mo. + 1.5%), 1/15/2027 (n)    $ 2,050,000     $ 2,036,261  
Flagship CLO, 2014-8A, “BRR”, FLR, 1.63% (LIBOR - 3mo. + 1.4%), 1/16/2026 (n)      1,598,837       1,589,557  
Fort CRE LLC, 2018-1A, “A1”, FLR, 1.497% (LIBOR - 1mo. + 1.35%), 11/16/2035 (n)      2,319,000       2,301,700  
General Motors, 2019-1, “B”, 2.86%, 4/15/2024 (n)      1,172,000       1,201,253  
General Motors, 2019-1, “C”, 3.06%, 4/15/2024 (n)      902,000       923,644  
GLS Auto Receivables Trust, 2020-1A, “A”, 2.17%, 2/15/2024 (n)      642,686       652,359  
GM Financial Automobile Leasing Trust, 2020-1, “B”, 1.84%, 12/20/2023      633,000       644,499  
GM Financial Automobile Leasing Trust, 2020-1, “C”, 2.04%, 12/20/2023      464,000       471,830  
Grand Avenue CRE Ltd., 2019-FL1, “A”, FLR, 1.268% (LIBOR - 1mo. + 1.12%), 6/15/2037 (n)      1,444,500              1,434,025  
Granite Point Mortgage Trust, Inc., 2018-FL1, “A” FLR, 1.043% (LIBOR - 1mo. + 0.9%), 11/21/2035 (n)      384,190       382,461  
GS Mortgage Securities Trust, 2017-GS6, “XA”, 1.035%, 5/10/2050 (i)      10,899,230       619,353  
GS Mortgage Securities Trust, 2017-GS7, “XA”, 1.123%, 8/10/2050 (i)        11,345,703       646,699  
GS Mortgage Securities Trust, 2020-GC47, “A5”, 1.132%, 5/12/2053 (i)      8,658,788       782,128  
Hertz Fleet Lease Funding LP, 2017-1, “A2”, 2.13%, 4/10/2031 (n)      306,580       306,741  
Hertz Fleet Lease Funding LP, 2018-1, “B”, 3.64%, 5/10/2032 (n)      862,000       866,904  
Hertz Fleet Lease Funding LP, 2018-1, “C”, 3.77%, 5/10/2032 (n)      495,000       496,559  
Invitation Homes Trust, 2018-SFR1, “B”, FLR, 1.097% (LIBOR - 1mo. + 0.95%), 3/17/2037 (n)      953,000       939,519  
Invitation Homes Trust, 2018-SFR2, “A”, FLR, 0.997% (LIBOR - 1mo. + 0.85%), 12/17/2036 (n)      1,579,161       1,575,766  
Invitation Homes Trust, 2018-SFR2, “A”, FLR, 1.048% (LIBOR - 1mo. + 0.9%), 6/17/2037 (n)      3,092,127       3,078,532  
JPMorgan Chase Commercial Mortgage Securities Corp., 1.058%, 9/15/2050 (i)      12,871,265       654,113  
KKR Real Estate Financial Trust, Inc., 2018-FL1, “C”, FLR, 2.147% (LIBOR - 1mo. + 2%), 6/15/2036 (n)      1,177,500       1,143,982  
LoanCore Ltd., 2018-CRE1, “AS”, FLR, 1.648% (LIBOR - 1mo. + 1.5%), 5/15/2028 (n)      1,731,000       1,718,300  
LoanCore Ltd., 2018-CRE1, “C”, FLR, 2.698% (LIBOR - 1mo. + 2.55%), 5/15/2028 (n)      577,000       557,047  
LoanCore Ltd., 2019-CRE3, “A”, FLR, 1.198% (LIBOR - 1mo. + 1.05%), 4/15/2034 (n)      1,285,787       1,260,283  
LoanCore Ltd., 2019-CRE3, “AS”, FLR, 1.518% (LIBOR - 1mo. + 1.37%), 4/15/2034 (n)      2,107,650       2,050,109  

 

13


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Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Asset-Backed & Securitized - continued               
Loomis, Sayles & Co., CLO, 2015-2A, “A1R”, FLR, 1.175% (LIBOR -3mo. + 0.9%), 4/15/2028 (n)    $ 1,080,056     $ 1,070,711  
Loomis, Sayles & Co., CLO, 2015-2A, “A2R”, FLR, 1.675% (LIBOR -3mo. + 1.4%), 4/15/2028 (n)      2,652,449       2,599,787  
Madison Park Funding Ltd., 2014-13A, “BR2”, FLR, 1.717% (LIBOR - 3mo. + 1.5%), 4/19/2030 (n)      2,174,539       2,146,740  
Magnetite CLO Ltd., 2015-16A, “BR”, FLR, 1.417% (LIBOR - 3mo. + 1.2%), 1/18/2028 (n)      2,590,000       2,540,948  
Man GLG U.S. CLO Ltd., 2018-2A, “BR”, FLR, 2.687% (LIBOR - 3mo. + 2.45%), 10/15/2028      2,019,578       1,958,193  
MF1 CLO Ltd., 2019-FL2, “A”, FLR, 1.279% (LIBOR - 1mo. + 1.13%), 12/25/2034 (n)      1,316,000       1,296,393  
MF1 CLO Ltd., 2019-FL2, “AS”, FLR, 1.579% (LIBOR - 1mo. + 1.43%), 12/25/2034 (n)      1,316,000       1,294,716  
MF1 Ltd., 2020-FL3, “B”, FLR, 3.898% (LIBOR - 1mo. + 3.75%), 7/15/2035 (z)      205,000       207,041  
MF1 Ltd., 2020-FL3, “C”, FLR, 4.648% (LIBOR - 1mo. + 4.5%), 7/15/2035 (z)      293,000       297,375  
MF1 Multi-Family Housing Mortgage Loan Trust, 2020-FL4, “B”, 2.9%, 11/15/2035 (n)(w)      2,437,000       2,437,465  
Morgan Stanley Bank of America Merrill Lynch Trust, 2.655%, 2/15/2046      1,340,428       1,363,723  
Morgan Stanley Bank of America Merrill Lynch Trust, 2017-C33, “XA”, 1.401%, 5/15/2050 (i)      11,636,794       675,018  
Morgan Stanley Capital I Trust, 2017-H1, “XA”, 1.421%, 6/15/2050 (i)      4,607,515       285,930  
Morgan Stanley Capital I Trust, 2018-H4, “XA”, 0.861%, 12/15/2051 (i)      16,356,343       913,518  
Mountain Hawk CLO Ltd., 2013-2A, “BR”, FLR, 1.818% (LIBOR -3mo. + 1.6%), 7/20/2024 (n)      488,188       486,584  
Mountain Hawk CLO Ltd., 2014-3A, “BR”, FLR, 2.017% (LIBOR -3mo. + 1.8%), 4/18/2025 (n)      2,325,000       2,319,204  
Nationstar HECM Loan Trust, 2019-1A, “A”, 2.651%, 6/25/2029 (n)      320,929       321,975  
Navistar Financial Dealer Note Master Owner Trust, 2019-1, “C”, FLR, 1.099% (LIBOR - 1mo. + 0.95%), 5/25/2024 (n)      397,000       396,436  
Navistar Financial Dealer Note Master Owner Trust, 2020-1, “A”, FLR, 1.099% (LIBOR - 1mo. + 0.95%), 7/25/2025 (n)      391,000       393,397  
Navistar Financial Dealer Note Master Owner Trust, 2020-1, “B”, FLR, 1.499% (LIBOR - 1mo. + 1.35%), 7/25/2025 (n)      359,000       361,196  
Navistar Financial Dealer Note Master Owner Trust, 2020-1, “C”, FLR, 2.299% (LIBOR - 1mo. + 2.15%), 7/25/2025 (n)      297,000       298,736  
Neuberger Berman CLO Ltd., 2015-20A, “BR”, 1.486%, 1/15/2028 (n)      2,729,000       2,660,116  

 

14


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Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Asset-Backed & Securitized - continued               
Neuberger Berman CLO Ltd., 2016-21A, “CR”, FLR, 1.818% (LIBOR - 3mo. + 1.6%), 4/20/2027 (n)    $ 1,515,565     $ 1,478,464  
NextGear Floorplan Master Owner Trust, 2019-2A, “A2”, 2.07%, 10/15/2024 (n)      1,026,000       1,053,229  
OCP CLO Ltd., 2015-10A, “A2R”, FLR, 1.514% (LIBOR - 3mo. + 1.3%), 10/26/2027 (n)      2,211,957       2,193,178  
OneMain Financial Issuance Trust, 2020-1A, “A”, 3.84%, 5/14/2032 (n)      1,759,649       1,852,111  
Oscar U.S. Funding Trust, 2018-2A, “A3”, 3.39%, 9/12/2022 (n)      578,625       585,111  
PFS Financing Corp., 2019-B, “A”, FLR, 0.698% (LIBOR - 1mo. + 0.55%), 9/15/2023 (n)      1,972,000       1,974,418  
Securitized Term Auto Receivable Trust, 2019-CRTA, “B”, 2.453%, 3/25/2026 (n)      280,409       285,601  
Securitized Term Auto Receivable Trust, 2019-CRTA, “C”, 2.849%, 3/25/2026 (n)      359,985       367,713  
Shackleton CLO Ltd., 2013-4RA, “B”, FLR, 2.124% (LIBOR - 3mo. + 1.9%), 4/13/2031 (n)      722,762       677,362  
Shelter Growth CRE, 2019-FL2, “A”, FLR, 1.248% (LIBOR - 1mo. + 1.1%), 5/15/2036 (n)      2,659,552       2,616,276  
Starwood Waypoint Homes Trust, 2017-1, “B”, FLR, 1.317% (LIBOR - 1mo. + 1.17%), 1/17/2035 (n)      1,514,489       1,508,231  
Thacher Park CLO Ltd., 2014-1A, “CR”, FLR, 2.418% (LIBOR - 3mo. + 2.2%), 10/20/2026 (n)      1,143,000       1,143,384  
TICP CLO Ltd., 2018-3R, “B”, FLR, 1.568% (LIBOR - 3mo. + 1.35%), 4/20/2028 (n)      681,356       664,882  
TICP CLO Ltd., 2018-3R, “C”, FLR, 2.018% (LIBOR - 3mo. + 1.8%), 4/20/2028 (n)      1,195,706       1,156,103  
TPG Real Estate Finance, 2018-FL2, “AS”, FLR, 1.597% (LIBOR - 1mo. + 1.45%), 11/15/2037 (n)      1,914,000       1,888,597  
UBS Commercial Mortgage Trust, 2017-C1, “XA”, 1.008%, 11/15/2050 (i)      7,876,653       390,296  
UBS Commercial Mortgage Trust, 2018-C14, “XA”, 0.995%, 12/15/2051 (i)      7,986,306       490,535  
Verizon Owner Trust, 2017-3A, “B”, 2.38%, 4/20/2022 (n)      769,000       771,598  
Veros Auto Receivables Trust, 2020-1, “A”, 1.67%, 9/15/2023 (n)      789,985       792,033  
    

 

 

 
             $ 123,190,750  
Automotive - 3.4%               
BMW U.S. Capital LLC, 3.1%, 4/12/2021 (n)    $ 1,639,000     $ 1,658,389  
Ford Motor Credit Co. LLC, 5.085%, 1/07/2021      984,000       1,003,385  
Ford Motor Credit Co. LLC, 5.75%, 2/01/2021      1,151,000       1,159,978  
Ford Motor Credit Co. LLC, 3.087%, 1/09/2023      1,222,000       1,209,780  
General Motors Financial Co., 1.7%, 8/18/2023      2,471,000       2,492,152  
Harley-Davidson Financial Services, 4.05%, 2/04/2022 (n)      1,251,000       1,292,284  

 

15


Table of Contents

Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Automotive - continued               
Harley-Davidson Financial Services, FLR, 1.18% (LIBOR - 3mo. + 0.94%), 3/02/2021 (n)    $ 1,473,000     $ 1,471,829  
Hyundai Capital America, 2.85%, 11/01/2022 (n)      1,427,000       1,476,293  
Hyundai Capital America, 2.375%, 2/10/2023 (n)      723,000       743,361  
Hyundai Capital America, 5.75%, 4/06/2023 (n)      1,526,000       1,691,594  
Hyundai Capital America, 5.875%, 4/07/2025 (n)      2,322,000       2,703,838  
Toyota Motor Credit Corp., 3%, 4/01/2025      2,080,000       2,283,337  
Volkswagen Group of America Co., 3.875%, 11/13/2020 (n)      1,177,000       1,178,166  
Volkswagen Group of America Co., 4%, 11/12/2021 (n)      977,000       1,011,236  
Volkswagen Group of America Co., 3.125%, 5/12/2023 (n)      251,000       265,364  
Volkswagen Group of America Co., 2.85%, 9/26/2024 (n)      1,078,000       1,143,533  
Volkswagen Group of America Finance LLC, 2.9%, 5/13/2022 (n)      600,000       619,496  
Volkswagen Group of America Finance LLC, 3.35%, 5/13/2025 (n)      231,000       251,280  
    

 

 

 
             $ 23,655,295  
Broadcasting - 0.1%               
Fox Corp., 3.666%, 1/25/2022    $ 648,000     $ 673,653  
Brokerage & Asset Managers - 0.7%               
E*TRADE Financial Corp., 2.95%, 8/24/2022    $ 3,674,000     $ 3,825,381  
National Securities Clearing Corp., 1.2%, 4/23/2023 (n)      600,000       611,438  
National Securities Clearing Corp., 1.5%, 4/23/2025 (n)      250,000       256,850  
    

 

 

 
             $ 4,693,669  
Business Services - 0.3%               
Equinix, Inc., 1.25%, 7/15/2025    $ 625,000     $ 629,005  
Tencent Holdings Ltd., 1.81%, 1/26/2026 (n)      1,551,000       1,572,556  
    

 

 

 
             $ 2,201,561  
Cable TV - 0.4%               
SES S.A., 3.6%, 4/04/2023 (n)    $ 2,416,000     $ 2,473,744  
Computer Software - 0.3%               
Dell International LLC/EMC Corp., 5.85%, 7/15/2025 (n)    $ 471,000     $ 553,353  
Dell Investments LLC/EMC Corp., 4%, 7/15/2024 (n)      1,285,000       1,395,895  
Infor, Inc., 1.45%, 7/15/2023 (n)      250,000       253,589  
    

 

 

 
             $ 2,202,837  
Computer Software - Systems - 0.2%               
Apple, Inc., 1.7%, 9/11/2022    $ 1,188,000     $ 1,219,082  
Conglomerates - 0.9%               
Carrier Global Corp., 2.242%, 2/15/2025 (n)    $ 2,283,000     $ 2,380,908  
Roper Technologies, Inc., 2.8%, 12/15/2021      1,383,000       1,417,018  

 

16


Table of Contents

Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Conglomerates - continued               
Westinghouse Air Brake Technologies Corp., 4.4%, 3/15/2024    $ 2,317,000     $ 2,527,822  
    

 

 

 
             $ 6,325,748  
Consumer Products - 0.3%               
Reckitt Benckiser Treasury Services PLC, 2.375%, 6/24/2022 (n)    $ 2,213,000     $ 2,276,104  
Consumer Services - 0.3%               
Alibaba Group Holding Ltd., 2.8%, 6/06/2023    $ 1,506,000     $ 1,584,776  
Booking Holdings, Inc., 4.1%, 4/13/2025      244,000       273,420  
    

 

 

 
             $ 1,858,196  
Electronics - 0.5%               
Broadcom, Inc., 2.25%, 11/15/2023    $ 625,000     $ 650,019  
Broadcom, Inc., 4.7%, 4/15/2025      690,000       784,604  
Broadcom, Inc., 3.15%, 11/15/2025      625,000       673,612  
Microchip Technology, Inc., 3.922%, 6/01/2021      1,208,000       1,230,854  
    

 

 

 
             $ 3,339,089  
Emerging Market Quasi-Sovereign - 0.4%               
Bharat Petroleum Corp. Ltd., 4.625%, 10/25/2022    $ 1,716,000     $ 1,793,117  
Indian Oil Corp. Ltd., 5.75%, 8/01/2023      858,000       935,156  
    

 

 

 
             $ 2,728,273  
Emerging Market Sovereign - 0.2%               
Government of Abu Dhabi, 0.75%, 9/02/2023 (n)    $ 1,671,000     $ 1,670,422  
Energy - Integrated - 1.0%               
Eni S.p.A., 4%, 9/12/2023 (n)    $ 1,723,000     $ 1,862,931  
Exxon Mobil Corp., 1.571%, 4/15/2023      983,000       1,010,048  
Exxon Mobil Corp., 2.992%, 3/19/2025      2,700,000       2,936,738  
Husky Energy, Inc., 3.95%, 4/15/2022      782,000       797,593  
Suncor Energy, Inc., 2.8%, 5/15/2023      200,000       208,999  
    

 

 

 
             $ 6,816,309  
Entertainment - 0.1%               
Royal Caribbean Cruises Ltd., 2.65%, 11/28/2020    $ 836,000     $ 831,820  
Financial Institutions - 1.4%               
AerCap Ireland Capital DAC, 4.875%, 1/16/2024    $ 1,964,000     $ 2,054,513  
AerCap Ireland Capital DAC, 6.5%, 7/15/2025      1,435,000       1,581,012  
AerCap Ireland Capital/AerCap Ireland Global Co., 3.15%, 2/15/2024      1,393,000       1,380,898  
Avolon Holdings Funding Ltd., 3.625%, 5/01/2022 (n)      1,634,000       1,637,829  
Avolon Holdings Funding Ltd., 3.95%, 7/01/2024 (n)      1,131,000       1,108,957  

 

17


Table of Contents

Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Financial Institutions - continued               
Avolon Holdings Funding Ltd., 5.5%, 1/15/2026 (n)    $ 995,000     $ 1,016,335  
Century Housing Corp., 3.995%, 11/01/2021      691,000       697,607  
    

 

 

 
             $ 9,477,151  
Food & Beverages - 1.0%               
Constellation Brands, Inc., 4.25%, 5/01/2023    $ 1,510,000     $ 1,642,524  
Constellation Brands, Inc., FLR, 0.98% (LIBOR - 3mo. + 0.7%), 11/15/2021      739,000       739,039  
Diageo Capital PLC, 1.375%, 9/29/2025      836,000       857,507  
Mondelez International, Inc., 0.625%, 7/01/2022      3,400,000       3,412,223  
Pernod Ricard S.A., 5.75%, 4/07/2021 (n)      238,000       243,320  
    

 

 

 
             $ 6,894,613  
Gaming & Lodging - 0.9%               
GLP Capital LP/GLP Financing II, Inc., 5.375%, 11/01/2023    $ 1,259,000     $ 1,347,319  
Las Vegas Sands Corp., 3.2%, 8/08/2024      1,420,000       1,436,282  
Marriott International, Inc., 2.3%, 1/15/2022      2,151,000       2,176,781  
Marriott International, Inc., 3.75%, 10/01/2025      509,000       523,192  
Sands China Ltd., 3.8%, 1/08/2026 (n)      1,030,000       1,052,495  
    

 

 

 
             $ 6,536,069  
Industrial - 0.1%               
Howard University, Washington D.C., 2.738%, 10/01/2022    $ 101,000     $ 102,342  
Howard University, Washington D.C., 2.801%, 10/01/2023      111,000       113,244  
Howard University, Washington D.C., AGM, 2.638%, 10/01/2021      96,000       94,997  
Howard University, Washington D.C., AGM, 2.416%, 10/01/2024      123,000       125,002  
Howard University, Washington D.C., AGM, 2.516%, 10/01/2025      152,000       154,608  
    

 

 

 
             $ 590,193  
Insurance - 0.5%               
AIG Global Funding, 0.8%, 7/07/2023 (n)    $ 1,522,000     $ 1,533,116  
Equitable Financial Life Insurance Co., 1.4%, 7/07/2025 (n)      1,662,000       1,699,936  
    

 

 

 
             $ 3,233,052  
Insurance - Property & Casualty - 0.4%               
Aon PLC, 2.2%, 11/15/2022    $ 1,193,000     $ 1,234,940  
Marsh & McLennan Cos., Inc., 2.75%, 1/30/2022      1,383,000       1,421,786  
    

 

 

 
             $ 2,656,726  
International Market Quasi-Sovereign - 0.3%               
Dexia Credit Local S.A. (Kingdom of Belgium), 1.875%, 9/15/2021 (n)    $ 2,010,000     $ 2,035,531  
Internet - 0.3%               
Baidu, Inc., 3.875%, 9/29/2023    $ 2,225,000     $ 2,389,452  

 

18


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Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Machinery & Tools - 0.6%               
CNH Industrial Capital LLC, 4.2%, 1/15/2024    $ 1,931,000     $ 2,090,123  
CNH Industrial Capital LLC, 1.875%, 1/15/2026      497,000       498,728  
CNH Industrial N.V., 4.5%, 8/15/2023      1,073,000       1,163,048  
Deere & Co., 2.75%, 4/15/2025      437,000       475,588  
    

 

 

 
             $ 4,227,487  
Major Banks - 8.6%               
ABN AMRO Bank N.V., 2.65%, 1/19/2021 (n)    $ 3,685,000     $ 3,703,592  
Bank of Montreal, 2.05%, 11/01/2022      1,694,000       1,750,292  
Barclays PLC, 4.61%, 2/15/2023      4,665,000       4,886,265  
Barclays PLC, 2.852% to 5/07/2025, FLR (LIBOR - 3mo. + 2.452%) to 5/07/2026      759,000       795,984  
Credit Agricole, “A”, FLR, 1.654% (LIBOR - 3mo. + 1.43%), 1/10/2022 (n)      750,000       758,592  
Credit Suisse Group AG, 3.574%, 1/09/2023 (n)      2,060,000       2,128,108  
Credit Suisse Group AG, 4.207% to 6/12/2023, FLR (LIBOR - 3mo. + 1.24%) to 6/12/2024 (n)      410,000       443,157  
HSBC Holdings PLC, 3.262% to 3/13/2022, FLR (LIBOR - 3mo. + 1.055%) to 3/13/2023      2,383,000       2,463,371  
HSBC Holdings PLC, 3.033% to 11/22/2022, FLR (LIBOR - 3mo. + 0.923%) to 11/22/2023      957,000       1,001,666  
HSBC Holdings PLC, 2.099% to 6/04/2025, FLR (SOFR + 1.929%) to 6/04/2026      928,000       947,718  
JPMorgan Chase & Co., 3.207% to 4/01/2022, FLR (LIBOR - 3mo. + 0.695%) to 4/01/2023      2,839,000       2,949,728  
JPMorgan Chase & Co., 3.375%, 5/01/2023      1,196,000       1,277,180  
JPMorgan Chase & Co., 3.797% to 7/23/2023, FLR (LIBOR - 3mo. + 0.89%) to 7/23/2024      1,506,000       1,632,120  
KeyBank N.A., 3.3%, 2/01/2022      772,000       799,939  
Mitsubishi UFJ Financial Group, Inc., 2.95%, 3/01/2021      261,000       263,285  
Mitsubishi UFJ Financial Group, Inc., 2.623%, 7/18/2022      2,006,000       2,079,738  
Mitsubishi UFJ Financial Group, Inc., 0.848%, 9/15/2024      3,125,000       3,129,385  
Mizuho Financial Group, 0.849%to 9/08/2023, FLR (LIBOR - 3mo. + 0.61%) to 9/08/2024      2,700,000       2,694,500  
NatWest Group PLC, 2.359% to 5/22/2023, FLR (CMT - 1yr. + 2.15%) to 5/22/2024      609,000       629,167  
NatWest Markets PLC, 3.625%, 9/29/2022 (n)      2,300,000       2,420,730  
Royal Bank of Canada, 0.5%, 10/26/2023      3,500,000       3,496,740  
Royal Bank of Scotland Group PLC, 4.269% to 3/22/2024, FLR     
(LIBOR - 3mo. + 1.762%) to 3/22/2025      1,282,000       1,404,124  
Standard Chartered PLC, 1.319%, 10/14/2023 (n)      1,375,000       1,380,706  
State Street Corp., 2.825%, 3/30/2023      483,000       498,551  
State Street Corp., 2.901%, 3/30/2026      250,000       271,285  

 

19


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Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Major Banks - continued               
Sumitomo Mitsui Financial Group, Inc., 1.474%, 7/08/2025    $ 1,875,000     $ 1,908,232  
UBS Group AG, 3.491%, 5/23/2023 (n)      5,533,000       5,765,684  
UBS Group AG, 1.008% to 7/30/2023, FLR (CMT - 1yr. + 0.83%) to 7/30/2024 (n)      1,470,000       1,475,482  
UBS Group Funding Ltd., 3%, 4/15/2021 (n)      600,000       607,230  
UniCredito Italiano S.p.A., 6.572%, 1/14/2022 (n)      1,297,000       1,372,317  
UniCredito Italiano S.p.A., 3.75%, 4/12/2022 (n)      1,116,000       1,154,895  
Wells Fargo & Co., 2.164% to 2/11/2025, FLR (LIBOR - 3mo. + 0.75%) to 2/11/2026      2,912,000       3,025,582  
    

 

 

 
             $ 59,115,345  
Medical & Health Technology & Services - 0.8%               
Becton, Dickinson and Co., 2.894%, 6/06/2022    $ 856,000     $ 885,469  
Cigna Corp., FLR, 0.896% (LIBOR - 3mo. + 0.65%), 9/17/2021      1,496,000       1,496,295  
HCA, Inc., 5%, 3/15/2024      2,522,000       2,821,767  
    

 

 

 
             $ 5,203,531  
Medical Equipment - 0.1%               
Zimmer Biomet Holdings, Inc., FLR, 0.977% (LIBOR - 3mo. + 0.75%), 3/19/2021    $ 356,000     $ 356,054  
Metals & Mining - 1.8%               
Anglo American Capital PLC, 3.625%, 9/11/2024 (n)    $ 809,000     $ 870,910  
Anglo American Capital PLC, 5.375%, 4/01/2025 (n)      2,225,000       2,564,546  
Glencore Finance (Canada) Ltd., 4.95%, 11/15/2021 (n)      729,000       759,365  
Glencore Funding LLC, 3%, 10/27/2022 (n)      610,000       631,106  
Glencore Funding LLC, 4.125%, 3/12/2024 (n)      1,280,000       1,383,772  
Glencore Funding LLC, 4.625%, 4/29/2024 (n)      500,000       548,483  
Glencore Funding LLC, 1.625%, 9/01/2025 (n)      3,000,000       2,981,756  
Steel Dynamics, Inc., 4.125%, 9/15/2025      2,725,000       2,780,917  
    

 

 

 
             $ 12,520,855  
Midstream - 1.3%               
Energy Transfer Operating Co., 2.9%, 5/15/2025    $ 788,000     $ 792,950  
Gray Oak Pipeline LLC, 2%, 9/15/2023 (n)      1,624,000       1,628,883  
MPLX LP, 3.5%, 12/01/2022      2,416,000       2,527,565  
MPLX LP, 3.375%, 3/15/2023      471,000       495,697  
Plains All American Pipeline LP, 3.85%, 10/15/2023      750,000       783,549  
Western Midstream Operating LP, 4.1%, 2/01/2025      1,209,000       1,139,023  
Western Midstream Operating LP, FLR, 2.074% (LIBOR - 3mo. + 0.85%), 1/13/2023      1,727,000       1,606,691  
    

 

 

 
             $ 8,974,358  

 

20


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Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Mortgage-Backed - 1.1%               
Fannie Mae, 4.5%, 4/01/2024 - 5/01/2025    $ 146,396     $ 154,254  
Fannie Mae, 3%, 12/01/2031      448,924       483,979  
Fannie Mae, 2%, 5/25/2044      1,019,832       1,046,010  
Freddie Mac, 0.886%, 4/25/2024 (i)      118,351       2,799  
Freddie Mac, 4%, 7/01/2025      131,259       139,207  
Freddie Mac, 1.583%, 4/25/2030 (i)      6,418,300       803,061  
Freddie Mac, 3%, 4/15/2033 - 6/15/2045      3,575,595       3,879,036  
Freddie Mac, 2%, 7/15/2042      724,188       747,671  
    

 

 

 
             $ 7,256,017  
Municipals - 1.6%               
California Municipal Finance Authority Rev. (Century Housing Corp.), 1.486%, 11/01/2022    $ 255,000     $ 257,662  
California Municipal Finance Authority Rev. (Century Housing Corp.), 1.605%, 11/01/2023      305,000       309,481  
Illinois Sales Tax Securitization Corp., Second Lien, “B”, BAM, 2.128%, 1/01/2023      430,000       432,313  
Illinois Sales Tax Securitization Corp., Second Lien, “B”, BAM, 2.225%, 1/01/2024      1,030,000       1,037,189  
Massachusetts Educational Financing Authority, Education Loan     
Rev., “A”, 1.904%, 7/01/2023      115,000       114,995  
Massachusetts Educational Financing Authority, Education Loan     
Rev., “A”, 2.156%, 7/01/2024      320,000       319,923  
Massachusetts Educational Financing Authority, Education Loan     
Rev., “A”, 2.306%, 7/01/2025      250,000       249,975  
Massachusetts Educational Financing Authority, Education Loan     
Rev., “A”, 2.562%, 7/01/2026      315,000       314,773  
Michigan Finance Authority Tobacco Settlement Asset-Backed Rev.     
(2006 Sold Tobacco Receipts), “A-1”, 2.326%, 6/01/2030      1,320,000       1,321,017  
New Jersey Economic Development Authority State Pension Funding     
Rev., Capital Appreciation, “B”, AGM, 0%, 2/15/2023      3,058,000       2,980,510  
New Jersey Transportation Trust Fund Authority, Transportation     
System, “B”, 2.384%, 6/15/2022      460,000       462,231  
New Jersey Transportation Trust Fund Authority, Transportation     
System, “B”, 2.551%, 6/15/2023      475,000       478,810  
New Jersey Transportation Trust Fund Authority, Transportation     
System, “B”, 2.631%, 6/15/2024      450,000       454,365  
Port Authority of NY & NJ, “AAA”, 1.086%, 7/01/2023      1,635,000       1,653,541  
Texas Transportation Commission, Central Texas Turnpike System     
First Tier Refunding Rev., Taxable, “B”, 1.98%, 8/15/2042      695,000       701,165  
    

 

 

 
             $ 11,087,950  
Oil Services - 0.0%               
Halliburton Co., 3.8%, 11/15/2025    $ 152,000     $ 164,769  

 

21


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Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Oils - 0.7%               
Marathon Petroleum Corp., 4.75%, 12/15/2023    $ 1,684,000     $ 1,849,546  
Phillips 66, FLR, 0.834% (LIBOR - 3mo. + 0.6%), 2/26/2021      839,000       839,120  
Valero Energy Corp., 1.2%, 3/15/2024      1,400,000       1,371,432  
Valero Energy Corp., 2.85%, 4/15/2025      773,000       791,862  
    

 

 

 
             $ 4,851,960  
Other Banks & Diversified Financials - 2.1%               
American Express Co., 3.7%, 11/05/2021    $ 1,307,000     $ 1,347,406  
BBVA USA, 3.5%, 6/11/2021      1,498,000       1,522,078  
BBVA USA, 2.875%, 6/29/2022      2,542,000       2,629,854  
BBVA USA Bancshares, Inc., 2.5%, 8/27/2024      1,122,000       1,168,866  
Groupe BPCE S.A., 4%, 9/12/2023 (n)      1,193,000       1,296,073  
Groupe BPCE S.A., FLR, 1.489% (LIBOR - 3mo. + 1.24%), 9/12/2023 (n)      1,193,000       1,212,222  
National Bank of Canada, 2.15%, 10/07/2022 (n)      1,305,000       1,347,752  
National Bank of Canada, 0.9% to 8/15/2022, FLR (CMT - 1yr. + 0.77%) to 8/15/2023      1,723,000       1,733,131  
SunTrust Banks, Inc., 2.8%, 5/17/2022      1,884,000       1,952,481  
UBS AG, 1.75%, 4/21/2022 (n)      395,000       402,087  
    

 

 

 
             $ 14,611,950  
Personal Computers & Peripherals - 0.0%               
Equifax, Inc., 2.6%, 12/15/2025    $ 223,000     $ 239,288  
Pharmaceuticals - 1.4%               
AbbVie, Inc., 2.15%, 11/19/2021 (n)    $ 1,193,000     $ 1,214,445  
AbbVie, Inc., 3.45%, 3/15/2022 (n)      2,322,000       2,403,896  
Bristol-Myers Squibb Co., 2.75%, 2/15/2023 (n)      1,103,000       1,159,323  
Bristol-Myers Squibb Co., FLR, 0.66% (LIBOR - 3mo. + 0.38%), 5/16/2022 (n)      421,000       422,585  
Royalty Pharma PLC, 0.75%, 9/02/2023 (n)      2,468,000       2,467,026  
Upjohn, Inc., 1.125%, 6/22/2022 (n)      1,763,000       1,778,846  
    

 

 

 
             $ 9,446,121  
Real Estate - Office - 0.2%               
Corporate Office Property LP, 2.25%, 3/15/2026    $ 1,172,000     $ 1,185,820  
Retailers - 0.1%               
Alimentation Couche-Tard, Inc., 2.7%, 7/26/2022 (n)    $ 566,000     $ 584,298  
Macy’s Retail Holdings, Inc., 3.875%, 1/15/2022      324,000       302,940  
    

 

 

 
             $ 887,238  

 

22


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Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Specialty Stores - 0.3%               
Ross Stores, Inc., 0.875%, 4/15/2026    $ 1,034,000     $ 1,025,159  
TJX Cos., Inc., 3.5%, 4/15/2025      1,080,000       1,198,775  
    

 

 

 
             $ 2,223,934  
Telecommunications - Wireless - 0.9%               
American Tower Corp., REIT, 2.25%, 1/15/2022    $ 2,250,000     $ 2,298,742  
Crown Castle International Corp., 3.15%, 7/15/2023      680,000       722,678  
Crown Castle International Corp., 1.35%, 7/15/2025      546,000       551,437  
T-Mobile USA, Inc., 3.5%, 4/15/2025 (n)      2,676,000       2,931,852  
    

 

 

 
             $ 6,504,709  
Tobacco - 0.5%               
B.A.T. Capital Corp., 3.222%, 8/15/2024    $ 1,631,000     $ 1,749,997  
Imperial Tobacco Finance PLC, 3.75%, 7/21/2022 (n)      755,000       786,198  
Philip Morris International, Inc., 1.125%, 5/01/2023      805,000       819,135  
    

 

 

 
             $ 3,355,330  
Transportation - Services - 0.8%               
Adani Ports & Special Economic Zone Ltd., 3.95%, 1/19/2022    $ 2,605,000     $ 2,651,890  
ERAC USA Finance LLC, 2.7%, 11/01/2023 (n)      1,087,000       1,140,765  
ERAC USA Finance LLC, 3.85%, 11/15/2024 (n)      762,000       836,615  
ERAC USA Finance LLC, 3.8%, 11/01/2025 (n)      762,000       847,451  
    

 

 

 
             $ 5,476,721  
U.S. Government Agencies and Equivalents - 0.0%               
Small Business Administration, 2.25%, 7/01/2021    $ 39,819     $ 40,127  
U.S. Treasury Obligations - 16.5%               
U.S. Treasury Notes, 2.625%, 12/15/2021 (f)    $ 27,750,000     $ 28,517,461  
U.S. Treasury Notes, 1.875%, 4/30/2022      2,871,000       2,945,018  
U.S. Treasury Notes, 0.125%, 6/30/2022      22,900,000       22,887,477  
U.S. Treasury Notes, 0.125%, 10/15/2023      20,000,000       19,959,375  
U.S. Treasury Notes, 1.5%, 11/30/2024      38,000,000       39,853,984  
    

 

 

 
             $ 114,163,315  
Utilities - Electric Power - 2.1%               
Emera U.S. Finance LP, 2.7%, 6/15/2021    $ 468,000     $ 473,544  
Enel Finance International N.V., 2.875%, 5/25/2022 (n)      2,820,000       2,908,210  
FirstEnergy Corp., 4.25%, 3/15/2023      1,635,000       1,722,919  
FirstEnergy Corp., 2.05%, 3/01/2025      784,000       784,772  
FirstEnergy Corp., 1.6%, 1/15/2026      818,000       796,489  
Florida Power & Light Co., FLR, 0.602% (LIBOR - 3mo. + 0.38%), 7/28/2023      3,100,000       3,101,466  
NextEra Energy Capital Holdings, Inc., 2.403%, 9/01/2021      2,062,000       2,097,360  

 

23


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Consolidated Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Utilities - Electric Power - continued               
NextEra Energy, Inc., 2.9%, 4/01/2022    $ 1,411,000     $ 1,459,348  
Pacific Gas & Electric Co., 1.75%, 6/16/2022      714,000       714,067  
Southern California Edison Co.’s First & Refunding Mortgage Bonds, 1.2%, 2/01/2026      750,000       744,144  
    

 

 

 
             $ 14,802,319  
Total Bonds (Identified Cost, $503,527,520)            $ 510,881,976  
Investment Companies (h) - 8.8%               
Money Market Funds - 8.8%               
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $60,804,016)        60,805,580     $ 60,805,580  

 

Underlying/Expiration
Date/Exercise Price
   Put/
Call
    Counterparty     Notional
Amount
    Par Amount/
Number of
Contracts
        
Purchased Options - 0.1%  
Market Index Securities - 0.1%                       
Markit CDX North America Investment Grade Index - December 2020 @ $80 (Premiums Paid, $151,597)      Put      
Merrill Lynch
International
 
 
  $ 49,559,763     $ 49,300,000     $ 369,962  
Issuer                  Shares/Par         
Short-Term Obligations (s)(y) - 8.0%  
Federal Farm Credit Bank, 0.01%, due 11/02/2020

 

    $ 31,244,000     $ 31,242,890  
Federal Home Loan Bank, 0.01%, due 11/02/2020

 

    24,364,000       24,364,000  
Total Short-Term Obligations
(Identified Cost, $55,607,985)

 

  $ 55,606,890  
Other Assets, Less Liabilities - 9.2%     63,939,408  
Net Assets - 100.0%

 

          $ 691,603,816  

 

(f)

All or a portion of the security has been segregated as collateral for cleared swap agreements and uncleared swap agreements.

(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 $60,805,580 and $566,858,828, 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 $209,951,330, representing 30.4% of net assets.

 

24


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Consolidated Portfolio of Investments – continued

 

(s)

All or a portion of security is held by a wholly-owned subsidiary. See Note 2 of the Notes to Consolidated Financial Statements for details of the wholly-owned subsidiary.

(v)

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

(w)

When-issued security.

(y)

The rate shown represents an annualized yield at time of purchase.

(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 Ltd., 2020-FL3, “B”, FLR, 3.898% (LIBOR - 1mo.
+ 3.75%), 7/15/2035
   6/12/20      $205,000        $207,041  
MF1 Ltd., 2020-FL3, “C”, FLR, 4.648% (LIBOR - 1mo.
+ 4.5%), 7/15/2035
   6/12/20      293,000        297,375  
Total Restricted Securities            $504,416  
% of Net assets            0.1%  

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

 

AGM   Assured Guaranty Municipal
BAM   Build America Mutual
BCOMCLTR   Bloomberg WTI Crude Oil Subindex Total Return, this index is composed of composed of futures contracts on WTI crude oil. It reflects the return on fully collateralized futures positions. It is quoted in USD.
BCOMCNTR   Bloomberg Corn Subindex Total Return, this index is composed of futures contracts on corn. It reflects the return on fully collateralized futures positions. It is quoted in USD.
BCOMCTTR   Bloomberg Cotton Subindex Total Return, this index is composed of futures contracts on cotton. It reflects the return on fully collateralized futures positions. It is quoted in USD.
BCOMF3T   Bloomberg Commodity Index 3 Month Forward Total Return, this index is composed of longer-dated futures contracts on 19 physical commodities.
BCOMFCT   Bloomberg Feeder Cattle Subindex Total Return, this index is comprised of futures contracts on feeder cattle. It is quoted in USD.
BCOMGCTR   Bloomberg Gold Subindex Total Return, this index is composed of futures contracts on gold.
BCOMLCTR   Bloomberg Live Cattle Subindex Total Return, this index is composed of futures contracts on live cattle.
BCOMNGTR   Bloomberg Natural Gas Subindex Total Return, this index is composed of futures contracts on natural gas. It reflects the return on fully collateralized futures positions. It is quoted in USD.
BCOMSBTR   Bloomberg Sugar Subindex Total Return, this index is composed of futures contracts on sugar. It reflects the return on fully collateralized futures positions. It is quoted in USD.
BCOMSITR   Bloomberg Silver Subindex Total Return, this index is composed of futures contracts on silver.
BCOMSMT   Bloomberg Soybean Meal Subindex Total Return, this index is composed of futures contracts on soybean meal.

 

25


Table of Contents

Consolidated Portfolio of Investments – continued

 

BCOMSYTR   Bloomberg Soybeans Subindex Total Return, this index is composed of futures contracts on soybeans.
BCOMTR   Bloomberg Commodity Index Total Return
BCOMWHTR   Bloomberg Wheat Subindex Total Return, this index is composed of futures contracts on wheat. It reflects the return on fully collateralized futures positions. It is quoted in USD.
CLO   Collateralized Loan Obligation
CMT   Constant Maturity Treasury
FLR   Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.
LIBOR   London Interbank Offered Rate
MLCILPRT   Merrill Lynch International Bloomberg Commodity Index Total Return
REIT   Real Estate Investment Trust
SOFR   Secured Overnight Financing Rate

 

26


Table of Contents

Consolidated Portfolio of Investments – continued

 

Derivative Contracts at 10/31/20

Cleared Swap Agreements

 

Maturity
Date
 

Notional

Amount

         Counterparty   Cash Flows to
Receive/
Frequency
  Cash Flows to
Pay/Frequency
  Unrealized
Appreciation
(Depreciation)
    Net
Unamortized
Upfront
Payments
(Receipts)
    Value  
Asset Derivatives                
Interest Rate Swaps          
7/15/21   USD     35,500,000       centrally cleared   1.88%/Semi-annually   2.00% FLR (3-Month LIBOR)/Quarterly     $609,065       $—       $609,065  
9/19/21   USD     22,400,000       centrally cleared   1.57%/Semi-annually   1.73% FLR (1-Month LIBOR)/Monthly     320,973             320,973  
             

 

 

   

 

 

   

 

 

 
                $930,038       $—       $930,038  
             

 

 

   

 

 

   

 

 

 
Uncleared Swap Agreements          
Maturity
Date
 

Notional

Amount

         Counterparty   Cash Flows to
Receive (Monthly)
 

Cash Flows to

Pay (Monthly)

  Unrealized
Appreciation
(Depreciation)
   

Net
Unamortized

Upfront
Payments

(Receipts)

    Value  
Asset Derivatives                
Total Return Swaps          
2/09/21   USD     7,404,926 (Short)       Morgan Stanley   3 month T-Bill + 0.05%   BCOMFCT (floating rate)     $951       $—       $951  
             

 

 

   

 

 

   

 

 

 
Liability Derivatives                
Total Return Swaps          
1/20/21   USD     1,908,599 (Long)       Citibank N.A.   BCOMCLTR (floating rate)   3 month T-Bill + 0.08%     $(318     $—       $(318
1/22/21   USD     19,641,745 (Long)       JPMorgan Chase Bank N.A.   BCOMF3T (floating rate)   3 month T-Bill + 0.10%     (3,210           (3,210
2/09/21   USD     17,719,115 (Long)       Goldman Sachs International   BCOMF3T (floating rate)   3 month T-Bill + 0.13%     (3,329           (3,329
2/09/21   USD     17,719,115 (Long)       JPMorgan Chase Bank N.A.   BCOMF3T (floating rate)   3 month T-Bill + 0.10%     (2,895           (2,895
2/26/21   USD     8,178,957 (Long)       Morgan Stanley   BCOMWHTR (floating rate)   3 month T-Bill + 0.12%     (1,424           (1,424
3/31/21   USD     6,944,576 (Long)       JPMorgan Chase Bank N.A.   BCOMF3T (floating rate)   3 month T-Bill + 0.10%     (1,134           (1,134
3/31/21   USD     14,655,099 (Long)       Goldman Sachs International   BCOMTR (floating rate)   3 month T-Bill + 0.09%     (2,250           (2,250
3/31/21   USD     6,874,185 (Long)       Goldman Sachs International   BCOMGCTR (floating rate)   3 month T-Bill + 0.07%     (966           (966
3/31/21   USD     14,343,622 (Long)       Merrill Lynch International   MLCILPRT (a) (floating rate)   3 month T-Bill + 0.20%     (3,500           (3,500

 

27


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Consolidated Portfolio of Investments – continued

 

Uncleared Swap Agreements - continued

 

Maturity
Date
 

Notional

Amount

         Counterparty   Cash Flows to
Receive (Monthly)
 

Cash Flows to

Pay (Monthly)

  Unrealized
Appreciation
(Depreciation)
    Net
Unamortized
Upfront
Payments
(Receipts)
    Value  
Liability Derivatives - continued          
Total Return Swaps - continued          
4/30/21   USD     59,574,584 (Long)       Goldman Sachs International   BCOMF3T (floating rate)   3 month T-Bill + 0.10%     $(9,732     $—       $(9,732
5/14/21   USD     10,262,126 (Long)       JPMorgan Chase Bank N.A.   BCOMTR (floating rate)   3 month T-Bill + 0.09%     (1,576           (1,576
5/21/21   USD     11,847,074 (Long)       JPMorgan Chase Bank N.A.   BCOMTR (floating rate)   3 month T-Bill + 0.09%     (1,820           (1,820
5/21/21   USD     23,409,507 (Long)       Citibank N.A.   BCOMF3T (floating rate)   3 month T-Bill + 0.13%     (4,399           (4,399
5/21/21   USD     21,068,557 (Long)       Goldman Sachs International   BCOMF3T (floating rate)   3 month T-Bill + 0.13%     (3,959           (3,959
5/21/21   USD     23,409,507 (Long)       JPMorgan Chase Bank N.A.   BCOMF3T (floating rate)   3 month T-Bill + 0.10%     (3,825           (3,825
7/14/21   USD     85,454,306 (Long)       Merrill Lynch International   MLCILPRT (a) (floating rate)   3 month T-Bill + 0.14%     (16,679           (16,679
7/16/21   USD     10,503,615 (Long)       JPMorgan Chase Bank N.A.   BCOMCTTR (floating rate)   3 month T-Bill + 0.20%     (2,466           (2,466
7/30/21   USD     15,453,762 (Long)       JPMorgan Chase Bank N.A.   BCOMF3T (floating rate)   3 month T-Bill + 0.10%     (2,522           (2,522
7/30/21   USD     7,744,406 (Long)       Merrill Lynch International   MLCILPRT (a) (floating rate)   3 month T-Bill + 0.14%     (1,197           (1,197
7/30/21   USD     7,893,194 (Long)       Goldman Sachs International   BCOMSBTR (floating rate)   3 month T-Bill + 0.12%     (1,339           (1,339
7/30/21   USD     7,854,315 (Long)       JPMorgan Chase Bank N.A.   BCOMF3T (floating rate)   3 month T-Bill + 0.10%     (1,282           (1,282
7/30/21   USD     9,038,639 (Long)       Merrill Lynch International   MLCILPRT (a) (floating rate)   3 month T-Bill + 0.14%     (1,764           (1,764
8/31/21   USD     8,216,936 (Long)       Goldman Sachs International   BCOMSYTR (floating rate)   3 month T-Bill + 0.14%     (1,569           (1,569
9/17/21   USD     10,140,563 (Long)       Goldman Sachs International   BCOMGCTR (floating rate)   3 month T-Bill + 0.07%     (1,425           (1,425
9/17/21   USD     82,977,036 (Long)       Merrill Lynch International   MLCILPRT (a) (floating rate)   3 month T-Bill + 0.13%     (15,520           (15,520
9/28/21   USD     10,975,665 (Long)       JPMorgan Chase Bank N.A.   BCOMTR (floating rate)   3 month T-Bill + 0.09%     (1,686           (1,686
10/29/21   USD     31,258,825 (Long)       Merrill Lynch International   MLCILPRT (a) (floating rate)   3 month T-Bill + 0.13%     (5,847           (5,847
10/29/21   USD     18,253,552 (Long)       Citibank N.A.   BCOMTR (floating rate)   3 month T-Bill + 0.11%     (3,098           (3,098
10/29/21   USD     10,919,177 (Long)       Merrill Lynch International   BCOMSMT (floating rate)   3 month T-Bill + 0.20%     (2,452           (2,452
10/29/21   USD     17,061,821 (Long)       JPMorgan Chase Bank N.A.   BCOMF3T (floating rate)   3 month T-Bill + 0.10%     (2,785           (2,785
10/29/21   USD     50,704,310 (Long)       JPMorgan Chase Bank N.A.   BCOMTR (floating rate)   3 month T-Bill + 0.09%     (7,787           (7,787
10/29/21   USD     50,704,310 (Long)       Goldman Sachs International   BCOMTR (floating rate)   3 month T-Bill + 0.09%     (7,787           (7,787
11/19/21   USD     9,238,823 (Long)       Goldman Sachs International   BCOMNGTR (floating rate)   3 month T-Bill + 0.07%     (727           (727
11/19/21   USD     2,940,090 (Long)       Merrill Lynch International   BCOMSITR (floating rate)   3 month T-Bill + 0.085%     (267           (267
12/09/21   USD     8,000,000 (Short)       Citibank N.A.   3 month T-Bill + 0.04%   BCOMLCTR (floating rate)     (24,071           (24,071
12/09/21   USD     5,000,000 (Long)       Morgan Stanley   BCOMCNTR (floating rate)   3 month T-Bill + 0.08%     (982           (982
             

 

 

   

 

 

   

 

 

 
                $(147,589     $—       $(147,589
             

 

 

   

 

 

   

 

 

 

 

28


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Consolidated Portfolio of Investments – continued

 

At October 31, 2020, the fund had cash collateral of $45,418,421 and other liquid securities with an aggregate value of $255,887 to cover any collateral or margin obligations for certain derivative contracts. Restricted cash and/or deposits with brokers in the Consolidated Statement of Assets and Liabilities are comprised of cash collateral.

 

(a)

The Merrill Lynch MLCILPRT Commodity Index, the components of which are not publicly available, seeks to provide exposure to a diversified group of commodities. Through its investment in the swap, the fund has indirect exposure to the following positions that compose the MLCILPRT:

 

Referenced Commodity
Futures Contracts
   %of
Notional
  Notional
Amount:
$14,343,622*
     Notional
Amount:
$85,454,306*
    

Notional
Amount:

$7,744,406*

     Notional
Amount:
$9,038,639*
     Notional
Amount:
$82,977,036*
     Notional
Amount:
$31,258,825*
 
Long Futures Contracts

 

              
Soybean Oil Jan-2021    2.8%     $401,622        $2,392,721        $216,844        $253,080        $2,323,360        $875,248  
Corn Mar-2021    4.5%     645,464        3,845,444        348,498        406,739        3,733,967        1,406,647  
Corn Dec-2020    1.6%     229,498        1,367,269        123,910        144,618        1,327,633        500,141  
WTI Jan-2021    4.6%     659,807        3,930,898        356,243        415,777        3,816,944        1,437,906  
Brent Jan-2021    1.0%     143,436        854,543        77,444        90,386        829,770        312,588  
Brent Mar-2021    2.9%     415,965        2,478,175        224,588        262,121        2,406,334        906,506  
Cotton Mar-2021    1.1%     157,780        939,997        85,188        99,425        912,747        343,847  
Cotton Dec-2020    0.4%     57,374        341,817        30,978        36,155        331,908        125,035  
Gold Feb-2021    11.8%     1,692,547        10,083,608        913,840        1,066,559        9,791,290        3,688,541  
Gold Dec-2020    4.3%     616,776        3,674,535        333,009        388,661        3,568,013        1,344,129  
Copper Comex Mar-2021    5.5%     788,899        4,699,987        425,942        497,125        4,563,737        1,719,235  
Copper Comex Dec-2020    2.0%     286,872        1,709,086        154,888        180,773        1,659,541        625,177  
Heating Oil Jan-2021    1.1%     157,780        939,997        85,188        99,425        912,747        343,847  
Coffee Mar-2021    1.7%     243,842        1,452,723        131,655        153,657        1,410,610        531,400  
Coffee Dec-2020    0.6%     86,062        512,726        46,466        54,232        497,862        187,553  
Kansas Wheat Mar-2021    1.2%     172,123        1,025,452        92,933        108,464        995,724        375,106  
Kansas Wheat Dec-2020    0.4%     57,374        341,817        30,978        36,155        331,908        125,035  
Aluminum Jan-2021    4.4%     631,119        3,759,989        340,754        397,700        3,650,990        1,375,388  
Live Cattle Feb-2021    2.5%     358,591        2,136,358        193,610        225,966        2,074,426        781,471  
Live Cattle Dec-2020    0.9%     129,093        769,089        69,700        81,348        746,793        281,329  
Lean Hogs Feb-2021    1.2%     172,123        1,025,452        92,933        108,464        995,724        375,106  
Lean Hogs Dec-2020    0.4%     57,374        341,817        30,978        36,155        331,908        125,035  

 

29


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Consolidated Portfolio of Investments – continued

 

Referenced Commodity
Futures Contracts
   %of
Notional
  Notional
Amount:
$14,343,622*
     Notional
Amount:
$85,454,306*
    

Notional
Amount:

$7,744,406*

     Notional
Amount:
$9,038,639*
     Notional
Amount:
$82,977,036*
     Notional
Amount:
$31,258,825*
 
Nickel Jan-2021    2.9%     $415,965        $2,478,175        $224,588        $262,121        $2,406,334        $906,506  
Zinc Jan-2021    3.6%     516,370        3,076,355        278,799        325,391        2,987,173        1,125,318  
Natural Gas Jan-2021    12.6%     1,807,296        10,767,243        975,795        1,138,869        10,455,107        3,938,612  
Gasoil Jan-2021    1.3%     186,467        1,110,906        100,677        117,502        1,078,701        406,365  
Soybeans Jan-2021    6.2%     889,305        5,298,167        480,153        560,396        5,144,576        1,938,047  
Sugar Mar-2021    3.1%     444,652        2,649,083        240,077        280,198        2,572,288        969,024  
Silver Mar-2021    3.5%     502,027        2,990,901        271,054        316,352        2,904,196        1,094,059  
Silver Dec-2020    1.3%     186,467        1,110,906        100,677        117,502        1,078,701        406,365  
Soybean Meal Jan-2021    4.0%     573,745        3,418,172        309,776        361,546        3,319,081        1,250,353  
Wheat Mar-2021    2.4%     344,247        2,050,903        185,866        216,927        1,991,449        750,212  
Wheat Dec-2020    0.9%     129,093        769,089        69,700        81,348        746,793        281,329  
Gasoline RBOB Jan-2021    1.3%     186,467        1,110,906        100,677        117,502        1,078,701        406,365  
   100.0%     $14,343,622        $85,454,306        $7,744,406        $9,038,639        $82,977,036        $31,258,825  

 

*

The notional amount is indicative of the quantity and proportionate value of each commodity futures contract.

See Notes to Consolidated Financial Statements

 

30


Table of Contents

Consolidated Financial Statements

 

CONSOLIDATED 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, $559,287,102)

     $566,858,828  
Investments in affiliated issuers, at value (identified cost, $60,804,016)      60,805,580  
Cash      12,110,018  
Restricted cash for   

Uncleared swaps

     45,418,421  
Receivables for   

Due from uncleared swap brokers

     8,042,251  

Net daily variation margin on open cleared swap agreements

     1,739  

Investments sold

     1,458,937  

Fund shares sold

     127,539  

Interest

     2,594,334  

Uncleared swaps, at value

     951  

Total assets

     $697,418,598  
Liabilities         

Payables for

  

Due to uncleared swap brokers

     $1,317,963  

Investments purchased

     551,261  

Fund shares reacquired

     1,192,259  

When-issued investments purchased

     2,437,000  

Uncleared swaps, at value

     147,589  

Payable to affiliates

  

Investment adviser

     41,941  

Administrative services fee

     812  

Shareholder servicing costs

     591  

Distribution and service fees

     68  

Payable for independent Trustees’ compensation

     14  

Accrued expenses and other liabilities

     125,284  

Total liabilities

     $5,814,782  

Net assets

     $691,603,816  
Net assets consist of         

Paid-in capital

     $782,432,298  

Total distributable earnings (loss)

     (90,828,482

Net assets

     $691,603,816  

Shares of beneficial interest outstanding

     142,426,030  

 

31


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Consolidated Statement of Assets and Liabilities – continued

 

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

Class A

     $1,041,449        214,935        $4.85  

Class B

     59,939        12,453        4.81  

Class C

     435,026        90,637        4.80  

Class I

     499,861        102,865        4.86  

Class R1

     43,748        9,089        4.81  

Class R2

     44,231        9,152        4.83  

Class R3

     44,474        9,185        4.84  

Class R4

     44,725        9,218        4.85  

Class R6

     689,390,363        141,968,496        4.86  

 

(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 $5.15 [100 / 94.25 x $4.85]. 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 Consolidated Financial Statements

 

32


Table of Contents

Consolidated Financial Statements

 

CONSOLIDATED 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

  

Interest

     $12,931,865  

Dividends from affiliated issuers

     392,460  

Other

     5,628  

Foreign taxes withheld

     1,496  

Total investment income

     $13,331,449  

Expenses

  

Management fee

     $4,755,347  

Distribution and service fees

     5,816  

Shareholder servicing costs

     1,826  

Administrative services fee

     94,662  

Independent Trustees’ compensation

     14,621  

Custodian fee

     50,896  

Shareholder communications

     12,234  

Audit and tax fees

     98,556  

Legal fees

     34,766  

Miscellaneous

     217,291  

Total expenses

     $5,286,015  

Reduction of expenses by investment adviser

     (68,992

Net expenses

     $5,217,023  

Net investment income (loss)

     $8,114,426  
Realized and unrealized gain (loss)         
Realized gain (loss) (identified cost basis)   

Unaffiliated issuers

     $2,327,511  

Affiliated issuers

     (7,856

Futures contracts

     339,951  

Swap agreements

     (50,090,747

Net realized gain (loss)

     $(47,431,141
Change in unrealized appreciation or depreciation   

Unaffiliated issuers

     $2,658,058  

Affiliated issuers

     (7,365

Futures contracts

     35,474  

Swap agreements

     1,715,780  

Net unrealized gain (loss)

     $4,401,947  

Net realized and unrealized gain (loss)

     $(43,029,194

Change in net assets from operations

     $(34,914,768

See Notes to Consolidated Financial Statements

 

33


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Consolidated Financial Statements

 

CONSOLIDATED 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)

     $8,114,426        $12,774,014  

Net realized gain (loss)

     (47,431,141      (37,426,841

Net unrealized gain (loss)

     4,401,947        9,555,468  

Change in net assets from operations

     $(34,914,768      $(15,097,359

Total distributions to shareholders

     $(12,000,292      $(18,500,721

Change in net assets from fund share transactions

     $112,287,878        $71,554,469  

Total change in net assets

     $65,372,818        $37,956,389  
Net assets                  

At beginning of period

     626,230,998        588,274,609  

At end of period

     $691,603,816        $626,230,998  

See Notes to Consolidated Financial Statements

 

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Consolidated Financial Statements

 

CONSOLIDATED FINANCIAL HIGHLIGHTS

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

 

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

Net asset value, beginning of period

    $5.32       $5.65       $6.00       $5.89       $5.93  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.04       $0.10       $0.07       $0.03 (c)      $0.01  

Net realized and unrealized gain (loss)

    (0.42     (0.27     (0.25     0.10       (0.05 )(g) 

Total from investment operations

    $(0.38     $(0.17     $(0.18     $0.13       $(0.04
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.09     $(0.16     $(0.17     $(0.02     $(0.00 )(w) 

Net asset value, end of period (x)

    $4.85       $5.32       $5.65       $6.00       $5.89  

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

    (7.24     (2.96     (2.98     2.25 (c)      (0.61
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.13       1.10       1.09       1.06 (c)      1.07  

Expenses after expense reductions (f)

    1.12       1.09       1.08       1.05 (c)      1.06  

Net investment income (loss)

    0.94       1.86       1.22       0.58 (c)      0.21  

Portfolio turnover

    57       64       72       51       32  

Net assets at end of period (000 omitted)

    $1,041       $321       $63       $49       $48  

See Notes to Consolidated Financial Statements

 

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Consolidated Financial Highlights – continued

 

Class B    Year ended  
     10/31/20     10/31/19     10/31/18 (i)  

Net asset value, beginning of period

     $5.28       $5.64       $5.71  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

     $0.01       $0.06       $0.02  

Net realized and unrealized gain (loss)

     (0.43     (0.26     (0.09

Total from investment operations

     $(0.42     $(0.20     $(0.07
Less distributions declared to shareholders

 

               

From net investment income

     $(0.05     $(0.16     $—  

Net asset value, end of period (x)

     $4.81       $5.28       $5.64  

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

     (8.10     (3.68     (1.23 )(n) 
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

     1.87       1.84       1.94 (a) 

Expenses after expense reductions (f)

     1.86       1.83       1.93 (a) 

Net investment income (loss)

     0.23       1.13       1.34 (a) 

Portfolio turnover

     57       64       72  

Net assets at end of period (000 omitted)

     $60       $48       $52  
Class C    Year ended  
     10/31/20     10/31/19     10/31/18 (i)  

Net asset value, beginning of period

     $5.28       $5.64       $5.71  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

     $0.01       $0.06       $0.02  

Net realized and unrealized gain (loss)

     (0.43     (0.27     (0.09

Total from investment operations

     $(0.42     $(0.21     $(0.07
Less distributions declared to shareholders

 

               

From net investment income

     $(0.06     $(0.15     $—  

Net asset value, end of period (x)

     $4.80       $5.28       $5.64  

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

     (8.07     (3.69     (1.23 )(n) 
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

     1.88       1.84       1.94 (a) 

Expenses after expense reductions (f)

     1.87       1.83       1.93 (a) 

Net investment income (loss)

     0.20       1.12       1.41 (a) 

Portfolio turnover

     57       64       72  

Net assets at end of period (000 omitted)

     $435       $93       $49  

See Notes to Consolidated Financial Statements

 

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Consolidated 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

    $5.32       $5.65       $6.00       $5.90       $5.94  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.06       $0.11       $0.09       $0.05 (c)      $0.03  

Net realized and unrealized gain (loss)

    (0.42     (0.26     (0.25     0.09       (0.04 )(g) 

Total from investment operations

    $(0.36     $(0.15     $(0.16     $0.14       $(0.01
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.10     $(0.18     $(0.19     $(0.04     $(0.03

Net asset value, end of period (x)

    $4.86       $5.32       $5.65       $6.00       $5.90  

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

    (6.90     (2.75     (2.73     2.32 (c)      (0.20
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.89       0.84       0.85       0.82 (c)      0.83  

Expenses after expense reductions (f)

    0.88       0.83       0.84       0.81 (c)      0.82  

Net investment income (loss)

    1.17       2.13       1.45       0.83 (c)      0.45  

Portfolio turnover

    57       64       72       51       32  

Net assets at end of period (000 omitted)

    $500       $135       $48       $49       $48  

 

Class R1    Year ended  
     10/31/20     10/31/19     10/31/18 (i)  

Net asset value, beginning of period

     $5.28       $5.64       $5.71  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

     $0.01       $0.06       $0.02  

Net realized and unrealized gain (loss)

     (0.43     (0.27     (0.09

Total from investment operations

     $(0.42     $(0.21     $(0.07
Less distributions declared to shareholders

 

               

From net investment income

     $(0.05     $(0.15     $—  

Net asset value, end of period (x)

     $4.81       $5.28       $5.64  

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

     (8.08     (3.69     (1.23 )(n) 
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

     1.87       1.84       1.94 (a) 

Expenses after expense reductions (f)

     1.86       1.83       1.93 (a) 

Net investment income (loss)

     0.26       1.14       1.35 (a) 

Portfolio turnover

     57       64       72  

Net assets at end of period (000 omitted)

     $44       $48       $49  

See Notes to Consolidated Financial Statements

 

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Consolidated Financial Highlights – continued

 

Class R2    Year ended  
     10/31/20     10/31/19     10/31/18 (i)  

Net asset value, beginning of period

     $5.30       $5.65       $5.71  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

     $0.04       $0.09       $0.02  

Net realized and unrealized gain (loss)

     (0.44     (0.27     (0.08

Total from investment operations

     $(0.40     $(0.18     $(0.06
Less distributions declared to shareholders

 

               

From net investment income

     $(0.07     $(0.17     $—  

Net asset value, end of period (x)

     $4.83       $5.30       $5.65  

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

     (7.59     (3.31     (1.05 )(n) 
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

     1.37       1.34       1.44 (a) 

Expenses after expense reductions (f)

     1.36       1.33       1.43 (a) 

Net investment income (loss)

     0.75       1.64       1.86 (a) 

Portfolio turnover

     57       64       72  

Net assets at end of period (000 omitted)

     $44       $48       $49  
Class R3    Year ended  
     10/31/20     10/31/19     10/31/18 (i)  

Net asset value, beginning of period

     $5.31       $5.65       $5.71  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

     $0.05       $0.10       $0.03  

Net realized and unrealized gain (loss)

     (0.43     (0.27     (0.09

Total from investment operations

     $(0.38     $(0.17     $(0.06
Less distributions declared to shareholders

 

               

From net investment income

     $(0.09     $(0.17     $—  

Net asset value, end of period (x)

     $4.84       $5.31       $5.65  

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

     (7.34     (3.03     (1.05 )(n) 
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

     1.12       1.09       1.19 (a) 

Expenses after expense reductions (f)

     1.11       1.08       1.18 (a) 

Net investment income (loss)

     1.00       1.89       2.10 (a) 

Portfolio turnover

     57       64       72  

Net assets at end of period (000 omitted)

     $44       $48       $49  

See Notes to Consolidated Financial Statements

 

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Consolidated Financial Highlights – continued

 

Class R4    Year ended  
     10/31/20     10/31/19     10/31/18 (i)  

Net asset value, beginning of period

     $5.32       $5.65       $5.71  
Income (loss) from investment operations

 

               

Net investment income (loss) (d)

     $0.06       $0.11       $0.03  

Net realized and unrealized gain (loss)

     (0.43     (0.26     (0.09

Total from investment operations

     $(0.37     $(0.15     $(0.06
Less distributions declared to shareholders

 

               

From net investment income

     $(0.10     $(0.18     $—  

Net asset value, end of period (x)

     $4.85       $5.32       $5.65  

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

     (7.09     (2.75     (1.05 )(n) 
Ratios (%) (to average net assets)
and Supplemental data:

 

               

Expenses before expense reductions (f)

     0.87       0.84       0.94 (a) 

Expenses after expense reductions (f)

     0.86       0.83       0.93 (a) 

Net investment income (loss)

     1.25       2.14       2.35 (a) 

Portfolio turnover

     57       64       72  

Net assets at end of period (000 omitted)

     $45       $48       $49  
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

    $5.33       $5.65       $6.00       $5.90       $5.94  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.06       $0.11       $0.09       $0.05 (c)      $0.03  

Net realized and unrealized gain (loss)

    (0.43     (0.25     (0.25     0.09       (0.04 )(g) 

Total from investment operations

    $(0.37     $(0.14     $(0.16     $0.14       $(0.01
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.10     $(0.18     $(0.19     $(0.04     $(0.03

Net asset value, end of period (x)

    $4.86       $5.33       $5.65       $6.00       $5.90  

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

    (7.06     (2.57     (2.74     2.32 (c)      (0.20
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.83       0.83       0.84       0.81 (c)      0.82  

Expenses after expense reductions (f)

    0.82       0.82       0.83       0.80 (c)      0.82  

Net investment income (loss)

    1.28       2.15       1.46       0.83 (c)      0.45  

Portfolio turnover

    57       64       72       51       32  

Net assets at end of period (000 omitted)

    $689,390       $625,443       $587,864       $591,976       $563,314  

See Notes to Consolidated Financial Statements

 

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Consolidated Financial Highlights – continued

 

(a)

Annualized.

(c)

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

(d)

Per share data is based on average shares outstanding.

(f)

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

(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.

(i)

For Class B, Class C, Class R1, Class R2, Class R3, and Class R4, the period is from the class inception, August 15, 2018, through the stated period end.

(n)

Not annualized.

(r)

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

(s)

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

(t)

Total returns do not include any applicable sales charges.

(w)

Per share amount was less than $0.01 and total return or ratio was less than 0.01%, as applicable.

(x)

The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Consolidated Financial Statements

 

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Business and Organization

MFS Commodity Strategy Fund (the fund) is a diversified series of MFS Series Trust XV (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

Principles of Consolidation – The fund gains exposure to the commodities markets by investing a portion of the fund’s assets in the MFS Commodity Strategy Portfolio, a wholly-owned and controlled subsidiary organized in the Cayman Islands (“Subsidiary”). The fund will not invest directly in commodities. The fund may invest up to 25% of its assets (at the time of purchase) in the Subsidiary. The Subsidiary has the same objective, strategies, and restrictions as the fund, except that the Subsidiary gains exposure to the commodities market by investing directly in commodity-linked futures, options, and swaps. The fund also invests directly in debt securities, and the Subsidiary may also invest in debt securities. As of October 31, 2020, the Subsidiary’s net assets were $119,706,932, which represented 17.3% of the fund’s net assets. The fund’s financial statements have been consolidated and include the accounts of the fund and the Subsidiary. All inter-fund balances and transactions have been eliminated in consolidation.

General – The preparation of Consolidated 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 Consolidated 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 Consolidated Financial Statements, management has evaluated subsequent events occurring after the date of the fund’s Consolidated Statement of Assets and Liabilities through the date that the Consolidated 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

 

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Notes to Consolidated Financial Statements – continued

 

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 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 Consolidated 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 – 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

 

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Notes to Consolidated Financial Statements – continued

 

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. 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 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. 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

 

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Notes to Consolidated Financial Statements – continued

 

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 swap agreements. 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  
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents      $—        $114,203,442       $—        $114,203,442  
Non-U.S. Sovereign Debt             6,434,226              6,434,226  
Municipal Bonds             11,087,950              11,087,950  
U.S. Corporate Bonds             144,143,720              144,143,720  
Residential Mortgage-Backed Securities             14,358,065              14,358,065  
Commercial Mortgage-Backed Securities             34,064,499              34,064,499  
Asset-Backed Securities (including CDOs)             82,024,203              82,024,203  
Foreign Bonds             104,935,833              104,935,833  
Short-Term Securities             55,606,890              55,606,890  
Mutual Funds      60,805,580                     60,805,580  
Total      $60,805,580        $566,858,828       $—        $627,664,408  
Other Financial Instruments                           
Swap Agreements – Assets      $—        $930,989       $—        $930,989  
Swap Agreements – Liabilities             (147,589            (147,589

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

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 purchased options, futures 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 Consolidated Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

 

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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 Consolidated Statement of Assets and Liabilities:

 

        Fair Value (a)  
Risk   Derivative Contracts   Asset Derivatives     Liability Derivatives  
Interest Rate   Interest Rate Swaps     $930,038       $—  
Credit   Purchased Credit Options     369,962        
Commodity   Total Return Swaps     951       (147,589
Total       $1,300,951       $(147,589

 

(a)

Values presented in this table for cleared swap agreements correspond to the values reported in the fund’s Consolidated Portfolio of Investments. Only the current day net variation margin for cleared swap agreements is separately reported within the Consolidated Statement of Assets and Liabilities.

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 Consolidated Statement of Operations:

 

Risk    Futures
Contracts
     Swap
Agreements
     Unaffiliated
Issuers
(Purchased
Options)
 
Interest Rate      $339,951        $155,571        $—  
Commodity             (50,246,318       
Credit                    (115,440
Total      $339,951        $(50,090,747      $(115,440

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 Consolidated Statement of Operations:

 

Risk    Futures
Contracts
     Swap
Agreements
     Unaffiliated
Issuers
(Purchased
Options)
 
Interest Rate      $35,474        $510,833        $—  
Commodity             1,204,947         
Credit                    218,365  
Total      $35,474        $1,715,780        $218,365  

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

 

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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 Consolidated 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 Consolidated 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 Consolidated Statement of Operations.

The following table presents the fund’s derivative assets and liabilities (by type) on a gross basis as of October 31, 2020:

 

Gross Amounts of:    Derivative Assets      Derivative Liabilities  
Swaps, at value      $951        $(147,589
Cleared Swap Agreements (a)      1,739         
Purchased Options      369,962         
Total Gross Amount of Derivative Assets and Liabilities Presented in the Consolidated Statement of Assets & Liabilities      $372,652        $(147,589
Less: Derivatives Assets and Liabilities Not Subject to a Master Netting Agreement or Similar Arrangement      1,739         
Total Gross Amount of Derivative Assets and Liabilities Subject to a Master Netting Agreement or Similar Arrangement      $370,913        $(147,589

 

(a)

The amount presented here represents the fund’s current day net variation margin for cleared swap agreements. This amount, which is recognized within the fund’s Consolidated Statement of Assets and Liabilities, differs from the fair value of the futures contracts and cleared swap agreements which is presented in the tables that follow the fund’s Consolidated Portfolio of Investments.

 

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The following table presents (by counterparty) the fund’s derivative assets net of amounts available for offset under Master Netting Agreements (or similar arrangements) and net of the related collateral held by the fund at October 31, 2020:

 

          Amounts Not Offset in the
Consolidated Statement of Assets & Liabilities
 
     Gross Amount
of Derivative
Assets Subject
to a Master
Netting
Agreement  (or
Similar
Arrangement)
by Counterparty
    Financial
Instruments
Available
for Offset
    Financial
Instruments
Collateral
Received (b)
    Cash
Collateral
Received (b)
    Net Amount
of Derivative
Assets by
Counterparty
 
Merrill Lynch International     $369,962       $(47,226     $—       $—       $322,736  
Morgan Stanley     951       (951                  
Total     $370,913       $(48,177     $—       $—       $322,736  

The following table presents (by counterparty) the fund’s derivative liabilities net of amounts available for offset under Master Netting Agreements (or similar arrangements) and net of the related collateral pledged by the fund at October 31, 2020:

 

          Amounts Not Offset in the
Consolidated Statement of Assets &  Liabilities
 
     Gross Amounts
of Derivative
Liabilities Subject
to a Master
Netting
Agreement (or
Similar
Arrangement)
by Counterparty
    Financial
Instruments
Available
for Offset
    Financial
Instruments
Collateral
Pledged (b)
    Cash
Collateral
Pledged (b)
    Net Amount
of Derivative
Liabilities by
Counterparty
 
Citibank N.A.     $(31,886     $—       $—       $31,886       $—  
Goldman Sachs          
International     (33,083                 33,083        
JPMorgan Chase          
Bank N.A.     (32,988                 32,988        
Merrill Lynch          
International     (47,226     47,226                    
Morgan Stanley     (2,406     951             1,455        
Total     $(147,589     $48,177       $—       $99,412       $—  

 

(b)

The amount presented here may be less than the total amount of collateral (received)/pledged as the excess collateral (received)/pledged is not shown for purposes of this presentation.

Purchased Options – The fund purchased put options for a premium. Purchased put options entitle the holder to 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 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.

 

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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 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.

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.

 

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Both cleared and uncleared swap agreements are marked to market daily. The value of uncleared swap agreements is reported in the Consolidated 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 Consolidated 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 Consolidated 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 Consolidated Statement of Operations. A liquidation payment received or made upon early termination is recorded as a realized gain or loss on swap agreements in the Consolidated Statement of Operations. The change in unrealized appreciation or depreciation on swap agreements in the Consolidated 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 interest rate swap agreements in order to manage its exposure to interest or foreign exchange rate fluctuations. Interest rate swap agreements involve the periodic exchange of cash flows, between the fund and a counterparty, based on the difference between two interest rates applied to a notional principal amount. The two interest rates exchanged may either be a fixed rate and a floating rate or two floating rates based on different indices.

The fund entered into total return swaps on various commodity indexes in order to gain exposure without having to own the underlying commodities. Under a total return swap the fund pays the counterparty interest (based on a fixed or floating rate) and in return receives a payment equal to the increase in the total return of the reference index. To the extent there is a decline in the total return of the index, the fund pays the counterparty for that decline in addition to making the fixed or floating rate interest

 

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payment. On a monthly basis, the change in the total return of the index is measured to determine the monthly payment due to or from the counterparty. These payments are included in “Due from uncleared swap brokers” or “Due to uncleared swap brokers” in the Consolidated Statement of Assets and Liabilities. The total return of the reference index includes changes in the market value of the index and any interest or dividend payments attributable to the index.

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. Interest payments received in additional securities are recorded on the 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 Consolidated 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 Consolidated Statement of Operations.

The fund may purchase or sell debt securities on a when-issued or delayed delivery basis. In these extended settlement transactions, the receipt or delivery of the securities by the fund and related payments occur at a future date, usually beyond the normal settlement period. The price of such security and the date that the security will be settled are fixed at the time the transaction is negotiated. The value of the security varies with market fluctuations and no interest accrues to the fund until settlement takes place. When the fund sells securities on a when-issued or delayed delivery basis, the fund typically owns or has the right to acquire securities equivalent in kind and amount to the securities sold. Purchase and sale commitments for when-issued or delayed delivery securities are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy, and included in When-issued investments purchased in the Statement of Assets and Liabilities. Losses may arise due to changes in the value of the underlying securities prior to settlement date or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors. At the time that it enters into a when-issued or delayed delivery transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments.

 

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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.

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 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 Consolidated Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Consolidated Portfolio of Investments.

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

 

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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 treating the Subsidiary as a separate holding for tax purposes instead of a consolidated entity and amortization and accretion of debt securities.

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)      $12,000,292        $18,500,721  

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

 

As of 10/31/20       
Cost of investments      $958,329,594  
Gross appreciation      10,214,707  
Gross depreciation      (340,329,584
Net unrealized appreciation (depreciation)      $(330,114,877
Undistributed ordinary income      5,154,093  
Capital loss carryforwards      (95,564,031
Other temporary differences      329,696,333  

As of October 31, 2020, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(74,964,623
Long-Term      (20,599,408
Total      $(95,564,031

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 Consolidated Statements of Changes in Net Assets are presented by class as follows:

 

     Year
ended
10/31/20
     Year
ended
10/31/19
 
Class A      $5,752        $1,840  
Class B      415        1,445  
Class C      1,006        1,355  
Class I      2,528        1,502  
Class R1      421        1,355  
Class R2      659        1,450  
Class R3      779        1,497  
Class R4      899        1,545  
Class R6      11,987,833        18,488,732  
Total      $12,000,292        $18,500,721  

(3) Transactions with Affiliates

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

 

Up to $1 billion      0.75
In excess of $1 billion      0.70

The Subsidiary does not pay a management fee to MFS.

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 $68,992, which is included in the reduction of total expenses in the Consolidated 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.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $1,976 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%        $1,689  
Class B      0.75%        0.25%        1.00%        1.00%        450  
Class C      0.75%        0.25%        1.00%        1.00%        2,928  
Class R1      0.75%        0.25%        1.00%        1.00%        425  
Class R2      0.25%        0.25%        0.50%        0.50%        216  
Class R3             0.25%        0.25%        0.25%        108  
Total Distribution and Service Fees

 

           $5,816  

 

(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. There were no service fee rebates for the period ending October 31, 2020.

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. There were no contingent deferred sales charges imposed during the year ended October 31, 2020.

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 $381, which equated to 0.0001% 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 $1,445.

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 0.0149% of the fund’s average daily net assets.

 

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

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

At October 31, 2020, MFS held approximately 73% of the outstanding shares of Class B and 100% of the outstanding shares of Class R1, Class R2, Class R3, and Class R4.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended October 31, 2020, the fund engaged in sale transactions pursuant to this policy, which amounted to $1,381,536. The sales transactions resulted in net realized gains (losses) of $26,379.

(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      $90,037,862        $78,597,469  
Non-U.S. Government securities      205,487,736        180,212,148  

(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

     170,072        $802,998        49,703        $266,077  

Class B

     3,402        16,500        51        275  

Class C

     94,716        387,178        8,768        45,581  

Class I

     147,869        714,793        17,974        94,556  

Class R6

     35,775,424        162,183,709        14,639,058        77,336,769  
     36,191,483        $164,105,178        14,715,554        $77,743,258  

 

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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

     1,116        $5,752        342        $1,840  

Class B

     80        415        269        1,445  

Class C

     198        1,006        252        1,355  

Class I

     486        2,528        280        1,502  

Class R1

     80        421        253        1,355  

Class R2

     126        659        269        1,450  

Class R3

     150        779        278        1,497  

Class R4

     174        899        287        1,545  

Class R6

     2,305,353        11,987,833        3,436,567        18,488,732  
     2,307,763        $12,000,292        3,438,797        $18,500,721  
Shares reacquired

 

        

Class A

     (16,587      $(78,603      (905      $(4,670

Class B

     (38      (188      (595      (3,212

Class C

     (21,829      (103,890      (224      (1,177

Class I

     (70,889      (343,471      (1,372      (7,229

Class R6

     (13,539,794      (63,291,440      (4,606,125      (24,673,222
     (13,649,137      (63,817,592      (4,609,221      $(24,689,510
Net change

 

        

Class A

     154,601        $730,147        49,140        $263,247  

Class B

     3,444        16,727        (275      (1,492

Class C

     73,085        284,294        8,796        45,759  

Class I

     77,466        373,850        16,882        88,829  

Class R1

     80        421        253        1,355  

Class R2

     126        659        269        1,450  

Class R3

     150        779        278        1,497  

Class R4

     174        899        287        1,545  

Class R6

     24,540,983        110,880,102        13,469,500        71,152,279  
     24,850,109        $112,287,878        13,545,130        $71,554,469  

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

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Growth Allocation Fund, the MFS Moderate Allocation Fund, the MFS Aggressive Growth Allocation Fund, the MFS Conservative Allocation Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2050 Fund, the Lifetime 2045 Fund, the MFS Lifetime Income Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2055 Fund, and the MFS Lifetime 2020 Fund were the owners of record of

 

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approximately 31%, 26%, 15%, 10%, 3%, 3%, 2%, 2%, 2%, 2%, 1%, 1%, and 1%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime 2060 Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

(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 $2,985 and $0, respectively, and are included in “Miscellaneous” expense in the Consolidated 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     $54,212,176       $422,155,989       $415,547,364       $(7,856     $(7,365     $60,805,580  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

      $392,460       $—  

(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 Board of Trustees of MFS Series Trust XV and the Shareholders of MFS Commodity Strategy Fund:

Opinion on the Consolidated Financial Statements and Financial Highlights

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

Basis for Opinion

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

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

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

 

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securities owned as of October 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2020

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

 

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

 

 

Investment Adviser   Custodian

Massachusetts Financial Services Company
111 Huntington Avenue

Boston, MA 02199-7618

 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm

MFS Fund Distributors, Inc.
111 Huntington Avenue

Boston, MA 02199-7618

 

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)  

Philipp Burgener

Alexander Mackey

Benjamin Nastou

Natalie Shapiro

 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Commodity Strategy 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 4th quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the five-, three- and one-year periods ended December 31, 2019.

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

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

 

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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 a contractual breakpoint that reduces the Fund’s advisory fee on average daily net assets over $1 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 breakpoint 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 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
MFS®  Global Alternative  
Strategy Fund
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.
DTR-ANN


Table of Contents


Table of Contents
CONTENTS
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


Table of Contents
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,
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
      Derivative Overlay
Positions (b)
 
    Active Security
Selection (a)
Long Short Net Market
Exposure (c)
Fixed Income U.S. 14.2% 46.8% (8.3)% 52.7%
  Asia/Pacific ex-Japan 0.3% 6.3% 0.0% 6.6%
  North America ex-U.S. 0.4% 2.6% 0.0% 3.0%
  Emerging Markets 0.9% 0.0% 0.0% 0.9%
  United Kingdom 1.0% 0.0% (3.7)% (2.7)%
  Japan 0.0% 0.0% (5.0)% (5.0)%
  Europe ex-U.K. 1.1% 0.0% (9.0)% (7.9)%
Equity U.S. Large Cap 33.2% 0.0% (21.7)% 11.5%
  Europe ex-U.K. 10.7% 1.6% (7.1)% 5.2%
  North America ex-U.S. 1.3% 2.8% 0.0% 4.1%
  Emerging Markets 2.5% 3.6% (3.8)% 2.3%
  Japan 3.4% 0.0% (1.1)% 2.3%
  United Kingdom 3.1% 0.0% (1.1)% 2.0%
  U.S. Small/Mid Cap 17.3% 0.0% (16.6)% 0.7%
  Asia/Pacific ex-Japan 1.2% 3.7% (4.3)% 0.6%
  Developed - Middle
East/Africa
0.1% 0.0% 0.0% 0.1%
Cash Cash & Cash
Equivalent (d)
      8.0%
  Other (e)       15.6%
Top ten holdings (c)
USD Interest Rate Swap, Receive 0.247% - JUN 2022 29.5%
USD Interest Rate Swap, Receive 1.582% - NOV 2024 12.3%
Australian Note 10 yr Future - DEC 2020 6.3%
S&P/ASX 200 Index Future - DEC 2020 (4.3)%
Japan Government Bond 10 yr Future - DEC 2020 (5.0)%
USD Interest Rate Swap, Pay 1.702% - NOV 2029 (6.0)%
S&P MidCap 400 Index Future - DEC 2020 (7.9)%
Russell 2000 Index Future - DEC 2020 (8.7)%
Euro-Bund 10 yr Future - DEC 2020 (9.0)%
S&P 500 E-Mini Index - DEC 2020 (21.7)%
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Table of Contents
Portfolio Composition - continued
(a) Represents the actively managed portion of the portfolio and for purposes of this presentation, components include the value of securities, less any securities sold short. The bond component will include any accrued interest amounts. This also reflects the equivalent exposure of certain derivative positions. These amounts may be negative from time to time.
(b) Represents the tactical overlay portion of the portfolio which is how the fund manages its exposure to markets and currencies through the use of derivative positions. Percentages reflect the equivalent exposure of those derivative positions.
(c) For purposes of this presentation, the components include the value of securities, less any securities sold short, and reflect the impact of the equivalent exposure of all derivative positions. These amounts may be negative from time to time. The bond component will include any accrued interest amounts.
(d) 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.
(e) Other includes currency derivatives and/or the offsetting of the leverage produced by the fund’s derivative positions, including payables and/or receivables of the finance leg of interest rate swaps and the unrealized gain or loss in connection with forward currency exchange contracts.
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 value of derivatives may be different.
Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.
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
MFS seeks to achieve a total rate of return for the MFS Global Alternative Strategy Fund (fund) that meets or exceeds the FTSE 1-Month U.S. Treasury Bill Index plus 2% to 4%, net of fund expenses, over a full market cycle. There is no assurance that the fund will meet this target over the long term or for any year or period of years.
MFS seeks to achieve the fund’s objective by generating returns from a combination of (1) individual security selection of US and foreign equity securities and debt instruments and (2) a tactical asset allocation overlay to manage the fund’s exposure to asset classes, markets, and currencies, primarily using derivatives.
For the twelve months ended October 31, 2020, Class A shares of the fund provided a total return of 2.68%, at net asset value. This compares with a return of 3.25% for the fund’s benchmark, the Bloomberg Barclays 1-3 Year U.S. Treasury Bond 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.
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Table of Contents
Management Review - continued
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.
Factors Affecting Performance
During the reporting period, the derivatives overlay, used to tactically manage the currency allocation of the fund, detracted from performance. Notably, the fund's short exposures to the New Zealand dollar and Japanese yen, and a long exposure to the Norwegian krone, held back the fund’s performance and outweighed the positive impact from the fund’s long exposure to the Swedish krone.
Conversely, the fund's allocation to equity securities was a primary driver of positive absolute performance and outweighed the negative impacts from the fund’s country selection, notably among developed markets, from its short exposure to large cap US equities and long exposure to the Italian equity market.
The fund’s allocation to fixed income securities was also a strong driver of positive absolute performance. Additionally, the fund’s yield curve(y) positioning in the US, specifically its exposures to the 2- and 5-year segments of the yield curve, also lifted returns as the curve steepened over the reporting period with rates at the short end of the curve falling more than rates as the long end. To a lesser extent, country selection, notably the US and Australia, also supported performance.
Respectfully,
Portfolio Manager(s)
Benjamin Nastou and Natalie Shapiro
(y) A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
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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
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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
A 12/20/07 2.68% 2.58% 3.58%
B 12/20/07 1.92% 1.81% 2.81%
C 12/20/07 1.91% 1.81% 2.81%
I 12/20/07 2.91% 2.82% 3.85%
R1 12/20/07 1.97% 1.81% 2.81%
R2 12/20/07 2.43% 2.32% 3.32%
R3 12/20/07 2.70% 2.55% 3.57%
R4 12/20/07 2.98% 2.83% 3.80%
R6 12/20/07 2.97% 2.89% 3.90%
Comparative benchmark(s)
       
Bloomberg Barclays 1-3 Year U.S. Treasury Bond Index (f) 3.25% 1.83% 1.26%
FTSE 1-Month U.S. Treasury Bill Index (f) 0.71% 1.09% 0.56%
Average annual with sales charge
       
A
With Initial Sales Charge (5.75%)
(3.23)% 1.37% 2.97%
B
With CDSC (Declining over six years from 4% to 0%) (v)
(2.08)% 1.43% 2.81%
C
With CDSC (1% for 12 months) (v)
0.91% 1.81% 2.81%
CDSC – Contingent Deferred Sales Charge.
Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.
On May 30, 2012, Class W shares were redesignated Class R5 shares. Total returns for Class R5 shares prior to May 30, 2012 reflect the performance history of Class W shares which had different fees and expenses than Class R5 shares. Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.
(f) Source: FactSet Research Systems Inc.
(v) Assuming redemption at the end of the applicable period.
Benchmark Definition(s)
Bloomberg Barclays U.S. Treasury (1-3 Year) Index(a) - measures the performance of public obligations of the U.S. Treasury with a remaining maturity from 1 up to (but not including) 3 years.
FTSE 1-Month U.S. Treasury Bill Index(b) - a market capitalization-weighted index that is designed to measure the performance of public obligations of the U.S. Treasury with maturities of one month.
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
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Table of Contents
Performance Summary  - continued
(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.
(b) ©2018 FTSE Fixed Income LLC. All rights reserved.
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date.
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund's performance results would be less favorable. Please see the prospectus and financial statements for complete details.
Performance information for periods prior to July 13, 2018 reflects periods when a subadvisor was responsible for managing the fund’s tactical asset allocation overlay under a different investment process.
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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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.
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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 1.34% $1,000.00 $1,041.71  $6.88
Hypothetical (h) 1.34% $1,000.00 $1,018.40  $6.80
B Actual 2.09% $1,000.00 $1,038.72 $10.71
Hypothetical (h) 2.09% $1,000.00 $1,014.63 $10.58
C Actual 2.09% $1,000.00 $1,038.57 $10.71
Hypothetical (h) 2.09% $1,000.00 $1,014.63 $10.58
I Actual 1.09% $1,000.00 $1,043.32  $5.60
Hypothetical (h) 1.09% $1,000.00 $1,019.66  $5.53
R1 Actual 2.09% $1,000.00 $1,038.16 $10.71
Hypothetical (h) 2.09% $1,000.00 $1,014.63 $10.58
R2 Actual 1.59% $1,000.00 $1,041.23  $8.16
Hypothetical (h) 1.59% $1,000.00 $1,017.14  $8.06
R3 Actual 1.34% $1,000.00 $1,042.65  $6.88
Hypothetical (h) 1.34% $1,000.00 $1,018.40  $6.80
R4 Actual 1.09% $1,000.00 $1,043.19  $5.60
Hypothetical (h) 1.09% $1,000.00 $1,019.66  $5.53
R6 Actual 1.00% $1,000.00 $1,044.09  $5.14
Hypothetical (h) 1.00% $1,000.00 $1,020.11  $5.08
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.
Notes to Expense Table
Expense ratios include 0.04% of interest expense on uncovered collateral or margin obligations with the broker (See Note 2 of the Notes to Financial Statements) that are outside of the expense limitation arrangement (See Note 3 of the Notes to Financial Statements).
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 – 72.5%
Aerospace – 1.1%  
CACI International, Inc., “A” (a)           743  $     154,938
Honeywell International, Inc.         2,643     435,963
KBR, Inc.         6,284     140,070
Kratos Defense & Security Solutions, Inc. (a)         3,304      62,413
L3Harris Technologies, Inc.           637     102,627
Leidos Holdings, Inc.         3,405     282,615
Lockheed Martin Corp.           294     102,938
Northrop Grumman Corp.         1,468     425,456
PAE, Inc. (a)         8,662      68,603
Rolls-Royce Holdings PLC (a)(l)        33,915      31,336
Singapore Technologies Engineering Ltd.        30,700      78,690
           $1,885,649
Airlines – 0.1%  
Aena S.A. (a)           258  $      34,735
Alaska Air Group, Inc.           631      23,909
Delta Air Lines, Inc.           568      17,404
Ryanair Holdings PLC, ADR (a)           414      33,368
             $109,416
Alcoholic Beverages – 1.0%  
China Resources Beer Holdings Co. Ltd.        40,000  $     248,401
Compania Cervecerias Unidas S.A., ADR         3,531      37,993
Constellation Brands, Inc., “A”           133      21,976
Diageo PLC        10,666     345,307
Heineken N.V.         2,746     243,697
Pernod Ricard S.A.         4,922     793,365
           $1,690,739
Apparel Manufacturers – 1.0%  
Adidas AG (a)           334  $      99,193
Burberry Group PLC         1,279      22,468
Coats Group PLC (a)        62,822      46,227
Compagnie Financiere Richemont S.A.         2,508     157,271
LVMH Moet Hennessy Louis Vuitton SE         1,898     889,287
NIKE, Inc., “B”         1,956     234,877
PVH Corp.         1,397      81,431
Skechers USA, Inc., “A” (a)         4,900     155,379
           $1,686,133
11


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Automotive – 0.6%  
Copart, Inc. (a)         1,968  $     217,188
Koito Manufacturing Co. Ltd.         1,400      67,729
Lear Corp.           412      49,774
LKQ Corp. (a)         4,674     149,521
Methode Electronics, Inc.         1,645      50,617
NGK Spark Plug Co. Ltd         3,500      61,539
Stanley Electric Co. Ltd.         3,000      85,472
Stoneridge, Inc. (a)         1,024      23,378
Tesla, Inc. (a)           191      74,116
USS Co. Ltd.         9,300     170,904
Visteon Corp. (a)           856      76,740
           $1,026,978
Biotechnology – 1.0%  
Abcam PLC           897  $      17,117
Abcam PLC (a)           600      11,400
Adaptive Biotechnologies Corp. (a)           965      44,467
AlloVir, Inc. (a)           978      25,849
Amicus Therapeutics, Inc. (a)         2,749      49,015
Biogen, Inc. (a)         1,698     428,015
BioXcel Therapeutics, Inc. (a)           469      21,429
bluebird bio, Inc. (a)           623      32,215
BridgeBio Pharma, Inc. (a)           671      25,753
Illumina, Inc. (a)           525     153,667
Incyte Corp. (a)         2,757     238,866
Morphosys AG, ADR (a)         1,046      26,286
Neurocrine Biosciences, Inc. (a)           228      22,497
Prelude Therapeutics, Inc. (a)           669      23,569
Regeneron Pharmaceuticals, Inc. (a)           219     119,040
Seagen, Inc. (a)           597      99,580
Twist Bioscience Corp. (a)           419      32,112
Vertex Pharmaceuticals, Inc. (a)         1,665     346,919
           $1,717,796
Broadcasting – 0.3%  
Netflix, Inc. (a)(f)           986  $     469,080
Brokerage & Asset Managers – 1.2%  
Apollo Global Management, Inc.         1,353  $      49,872
ASX Ltd.         1,669      93,756
BlackRock, Inc. (f)           589     352,935
Cboe Global Markets, Inc.           529      43,002
Charles Schwab Corp.         1,594      65,529
Computershare Ltd.         9,915      85,077
12


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Brokerage & Asset Managers – continued  
Daiwa Securities Group, Inc.        21,300  $      86,171
Euronext N.V.         1,412     147,264
Focus Financial Partners, “A” (a)         1,628      59,438
Hamilton Lane, Inc., “A”           679      47,326
Hong Kong Exchanges & Clearing Ltd.         1,700      81,539
NASDAQ, Inc. (f)         5,790     700,532
Omni Bridgeway Ltd.        29,810      72,289
Raymond James Financial, Inc.           640      48,922
Schroders PLC         2,645      89,571
StepStone Group, Inc. (a)           631      16,223
TMX Group Ltd.           449      43,629
WisdomTree Investments, Inc.         9,503      34,591
           $2,117,666
Business Services – 4.0%  
Accenture PLC, “A”         5,734  $   1,243,762
Amdocs Ltd.         1,053      59,368
BrightView Holdings, Inc. (a)         2,167      26,502
Cancom SE         1,170      46,194
Clarivate PLC (a)        13,139     364,607
Compass Group PLC        14,309     195,569
CoStar Group, Inc. (a)           400     329,444
Doshisha Co. Ltd.         4,700      86,706
Equifax, Inc.         2,410     329,206
EVO Payments, Inc., “A” (a)         1,310      27,602
ExlService Holdings, Inc. (a)         1,018      77,103
Fidelity National Information Services, Inc.           510      63,541
Fiserv, Inc. (a)(f)         4,860     463,984
Global Payments, Inc.         2,288     360,909
IHS Markit Ltd.         3,687     298,168
Intertek Group PLC         2,214     159,818
Keywords Studios PLC (a)           956      26,207
MSCI, Inc.         1,255     439,049
Nomura Research Institute Ltd.         8,900     261,914
Nuvei Corp. (a)         1,847      68,635
PayPal Holdings, Inc. (a)(f)         5,767   1,073,412
Proofpoint, Inc. (a)           523      50,072
SGS S.A.            78     194,883
Sodexo           902      57,883
Stamps.com, Inc. (a)           309      68,981
TriNet Group, Inc. (a)           884      60,925
Verisk Analytics, Inc., “A”         2,224     395,805
13


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Business Services – continued  
WNS (Holdings) Ltd., ADR (a)         1,946  $     112,168
           $6,942,417
Cable TV – 1.0%  
Charter Communications, Inc., “A” (a)         1,724  $   1,040,986
Comcast Corp., “A” (f)        13,164     556,047
Liberty Broadband Corp. (a)           396      56,117
           $1,653,150
Chemicals – 0.7%  
3M Co.         1,007  $     161,080
Celanese Corp.           477      54,144
Eastman Chemical Co.         2,544     205,657
Element Solutions, Inc. (a)         6,026      70,625
FMC Corp.           973      99,966
Givaudan S.A.           149     607,082
Ingevity Corp. (a)         1,123      61,630
PPG Industries, Inc.           284      36,841
           $1,297,025
Computer Software – 6.8%  
8x8, Inc. (a)         6,821  $     117,867
ACI Worldwide, Inc. (a)         1,072      31,270
Adobe Systems, Inc. (a)(s)         2,224     994,351
ANSYS, Inc. (a)         1,528     465,077
Asana, Inc. (a)         1,237      27,350
Atlassian Corp. PLC, “A” (a)           115      22,036
Autodesk, Inc. (a)           504     118,712
Avalara, Inc. (a)           299      44,566
Berkeley Lights, Inc. (a)           235      17,054
Black Knight, Inc. (a)         1,481     130,254
Cadence Design Systems, Inc. (a)(f)        11,297   1,235,553
Citrix Systems, Inc.         1,998     226,314
Computer Modelling Group Ltd.        30,968     109,944
Corsair Gaming, Inc. (a)         1,856      44,618
Coupa Software, Inc. (a)           339      90,750
CrowdStrike Holdings, Inc. (a)         1,310     162,230
Dassault Systemes S.A.         3,124     533,203
DocuSign, Inc. (a)           360      72,810
Everbridge, Inc. (a)           783      81,972
McAfee Corp. (a)         1,449      24,285
Microsoft Corp. (f)        18,298   3,704,796
OBIC Co. Ltd.         1,700     301,879
Okta, Inc. (a)           347      72,811
14


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Computer Software – continued  
Open Lending Corp., “A” (a)         2,088  $      54,205
Oracle Corp. (f)        17,434     978,222
Pagerduty, Inc. (a)         2,539      68,807
Paylocity Holding Corp. (a)           230      42,670
Ping Identity Holding Corp. (a)         2,512      69,557
salesforce.com, inc. (a)         2,037     473,134
SAP SE         5,011     533,941
Synopsys, Inc. (a)         1,564     334,477
Twilio, Inc., “A” (a)           195      54,399
VeriSign, Inc. (a)(f)         1,240     236,468
VERTEX, Inc. (a)         2,748      66,612
Zendesk, Inc. (a)           403      44,709
Zoom Video Communications, Inc. (a)           359     165,467
Zscaler, Inc. (a)           395      53,621
        $11,805,991
Computer Software - Systems – 2.9%  
Accolade, Inc. (a)           571  $      19,996
Alten S.A. (a)           855      68,360
Amadeus IT Group S.A.        12,058     575,637
Apple, Inc. (f)        20,175   2,196,251
Box, Inc., “A” (a)         4,599      71,285
Constellation Software, Inc.            78      81,881
EMIS Group PLC         5,669      73,148
EPAM Systems, Inc. (a)           332     102,571
Five9, Inc. (a)           325      49,309
Fujitsu Ltd.           400      46,513
Hitachi Ltd.        15,800     532,815
NICE Systems Ltd., ADR (a)           584     133,304
Q2 Holdings, Inc. (a)           949      86,587
Rapid7, Inc. (a)         1,840     113,951
RealPage, Inc. (a)           744      41,433
ServiceNow, Inc. (a)           698     347,304
Temenos AG           489      52,497
TransUnion         1,538     122,517
Venture Corp. Ltd.         6,400      90,472
Verint Systems, Inc. (a)         2,074     100,630
Zebra Technologies Corp., “A” (a)           241      68,357
           $4,974,818
15


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Conglomerates – 0.2%  
Ansell Ltd.         5,422  $     153,592
DCC PLC         1,422      92,552
Melrose Industries PLC (a)        15,527      24,068
             $270,212
Construction – 1.6%  
Armstrong World Industries, Inc.           567  $      33,963
Ashtead Group PLC         2,994     108,604
AZEK Co. LLC (a)         2,165      72,398
D.R. Horton, Inc.           279      18,640
Forterra PLC (a)        11,834      27,688
Fortune Brands Home & Security, Inc.           572      46,258
Geberit AG           219     124,672
GMS, Inc. (a)         1,438      32,499
Lennar Corp.         1,527     107,241
Masco Corp.         1,864      99,910
Mid-America Apartment Communities, Inc., REIT           517      60,298
Otis Worldwide Corp.           434      26,596
Pool Corp.           312     109,147
Pulte Homes, Inc.         4,151     169,195
Reliance Worldwide Corp.        26,047      75,683
Sherwin-Williams Co. (f)           942     648,077
Stanley Black & Decker, Inc.           548      91,078
Summit Materials, Inc., “A” (a)         3,366      59,545
Techtronic Industries Co. Ltd.         8,500     114,333
Toll Brothers, Inc. (f)         7,619     322,131
Toto Ltd.         1,100      50,169
Trex Co., Inc. (a)           595      41,376
Vulcan Materials Co.         1,669     241,738
Whirlpool Corp.           196      36,252
           $2,717,491
Consumer Products – 2.5%  
Colgate-Palmolive Co. (f)         7,751  $     611,476
Energizer Holdings, Inc.         2,027      79,762
Estee Lauder Cos., Inc., “A”           773     169,797
Kao Corp.         5,400     383,926
Kimberly-Clark Corp.           274      36,330
Kobayashi Pharmaceutical Co. Ltd.        12,200   1,186,663
L’Oréal S.A.         2,683     867,745
Newell Brands, Inc.         4,380      77,351
Prestige Brands Holdings, Inc. (a)         1,178      38,909
Procter & Gamble Co.           688      94,325
Reckitt Benckiser Group PLC         7,422     653,834
16


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Consumer Products – continued  
Reynolds Consumer Products, Inc.         1,211  $      34,199
Scotts Miracle-Gro Co.           608      91,230
           $4,325,547
Consumer Services – 0.4%  
51job, Inc., ADR (a)           473  $      33,157
Asante, Inc.         5,200      74,004
Boyd Group Services, Inc.           252      36,148
Bright Horizons Family Solutions, Inc. (a)         1,450     229,172
Carsales.com Ltd.         1,143      16,759
Grand Canyon Education, Inc. (a)         1,176      92,163
MakeMyTrip Ltd. (a)         4,276      80,261
Meitec Corp.         2,100     104,423
Persol Holdings Co. Ltd.         1,500      22,777
Planet Fitness, Inc. (a)           336      19,915
Regis Corp. (a)         3,067      16,991
Seek Ltd.         1,070      16,178
             $741,948
Containers – 0.6%  
Berry Global Group, Inc. (a)         2,357  $     109,907
Brambles Ltd.         9,438      63,855
Gerresheimer AG         1,838     184,736
Graphic Packaging Holding Co.        30,705     408,069
Owens Corning         1,648     107,895
Pactiv Evergreen, Inc. (a)         2,968      37,130
SIG Combibloc Group AG         4,020      82,640
Silgan Holdings, Inc.           861      29,661
WestRock Co.         1,367      51,331
           $1,075,224
Electrical Equipment – 1.9%  
AMETEK, Inc.         1,408  $     138,266
Generac Holdings, Inc. (a)           362      76,074
Halma PLC        32,042     982,966
HD Supply Holdings, Inc. (a)         3,546     141,344
Legrand S.A.         1,256      92,859
Littlefuse, Inc.           392      77,592
Rockwell Automation, Inc.         1,221     289,523
Schneider Electric SE         8,131     986,750
Sensata Technologies Holding PLC (a)         2,787     121,820
Spectris PLC         5,516     176,934
TE Connectivity Ltd.           637      61,713
TriMas Corp. (a)         2,217      53,940
17


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Electrical Equipment – continued  
WESCO International, Inc. (a)         1,157  $      47,715
           $3,247,496
Electronics – 3.3%  
Advanced Energy Industries, Inc. (a)         1,044  $      70,439
Analog Devices, Inc.         3,485     413,077
Applied Materials, Inc.           509      30,148
ASM International N.V.           826     118,134
ASM Pacific Technology Ltd.         5,800      58,355
Broadcom, Inc.           326     113,979
Corning, Inc.         1,294      41,369
Entegris, Inc.         1,537     114,922
Intel Corp. (f)        24,380   1,079,546
Kyocera Corp.         1,200      66,107
Marvell Technology Group Ltd.         1,593      59,753
Monolithic Power Systems, Inc.           797     254,721
nLIGHT, Inc. (a)         1,251      26,571
NVIDIA Corp.         1,789     896,933
NXP Semiconductors N.V.         1,443     194,978
Plexus Corp. (a)           909      63,212
Samsung Electronics Co. Ltd.         1,351      67,748
Silicon Laboratories, Inc. (a)           372      38,115
Silicon Motion Technology Corp., ADR         2,145      80,952
Taiwan Semiconductor Manufacturing Co. Ltd.         6,654     100,496
Taiwan Semiconductor Manufacturing Co. Ltd., ADR        15,006   1,258,553
Texas Instruments, Inc. (f)         4,116     595,133
           $5,743,241
Energy - Independent – 0.3%  
Cabot Oil & Gas Corp.         2,039  $      36,274
ConocoPhillips           913      26,130
Diamondback Energy, Inc.           938      24,350
Hess Corp.           793      29,515
Magnolia Oil & Gas Corp., “A” (a)         6,349      27,555
Oil Search Ltd.        15,073      27,419
Parsley Energy, Inc., “A”         4,426      44,304
Pioneer Natural Resources Co.           702      55,851
TORC Oil & Gas Ltd.        15,354      15,904
Valero Energy Corp.         5,477     211,467
WPX Energy, Inc. (a)        11,178      51,531
             $550,300
18


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Energy - Integrated – 0.2%  
Cairn Energy PLC (a)        17,737  $      31,940
Eni S.p.A.         4,419      30,936
Exxon Mobil Corp.         3,768     122,912
Galp Energia SGPS S.A.         6,520      52,805
Idemitsu Kosan Co. Ltd.         1,900      38,429
             $277,022
Engineering - Construction – 0.3%  
APi Group, Inc. (a)         2,039  $      29,341
Construction Partners, Inc., “A” (a)         1,837      37,438
IMI PLC         9,260     124,042
Quanta Services, Inc.         5,152     321,640
             $512,461
Entertainment – 0.1%  
IMAX Corp. (a)         2,379  $      27,430
Manchester United PLC, “A”         3,888      53,110
Six Flags Entertainment Corp.         2,075      44,861
             $125,401
Food & Beverages – 2.4%  
Archer Daniels Midland Co.         1,416  $      65,476
Britvic PLC         7,847      75,024
Chocoladefabriken Lindt & Sprungli AG            19     150,641
Coca-Cola European Partners PLC         1,051      37,531
Danone S.A.        11,418     630,324
Hostess Brands, Inc. (a)         5,405      68,319
Ingredion, Inc.           490      34,736
J.M. Smucker Co.           430      48,246
Kellogg Co.           703      44,212
Laird Superfood, Inc. (a)           307      14,122
Mondelez International, Inc.         3,868     205,468
Mowi A.S.A.         3,582      56,525
Nestle S.A.        15,139   1,702,198
Nestle S.A., ADR         3,251     364,990
Nomad Foods Ltd. (a)         1,233      29,900
PepsiCo, Inc.           459      61,180
S Foods, Inc.         2,300      76,543
Sanderson Farms, Inc.           665      85,100
Tyson Foods, Inc., “A”         8,239     471,518
           $4,222,053
19


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Food & Drug Stores – 0.5%  
Albertsons Cos., Inc., “A”         3,185  $      46,788
Grocery Outlet Holding Corp. (a)         1,919      84,474
JM Holdings Co. Ltd.         4,200      95,619
Kroger Co.         5,700     183,597
Sugi Holdings Co. Ltd.           500      33,185
Sundrug Co. Ltd.         2,500      92,821
Wal-Mart Stores, Inc.         1,854     257,243
             $793,727
Forest & Paper Products – 0.1%  
Suzano Papel e Celulose S.A., ADR (a)        11,491  $      99,512
Gaming & Lodging – 0.4%  
Dalata Hotel Group PLC (a)        10,379  $      29,253
Flutter Entertainment PLC (a)         3,681     637,103
Penn National Gaming, Inc. (a)           516      27,854
Wyndham Hotels & Resorts, Inc.         1,666      77,485
             $771,695
General Merchandise – 0.2%  
B&M European Value Retail S.A.        14,886  $      93,493
Dollar General Corp.           276      57,604
Dollar Tree, Inc. (a)           352      31,792
Dollarama, Inc.         4,314     148,560
Ollie's Bargain Outlet Holdings, Inc. (a)           480      41,803
             $373,252
Health Maintenance Organizations – 0.5%  
Cigna Corp. (f)         3,765  $     628,642
Humana, Inc.           521     208,025
             $836,667
Insurance – 2.5%  
AIA Group Ltd.        80,800  $     761,360
Allstate Corp.         1,900     168,625
AON PLC (s)         2,910     535,469
Arthur J. Gallagher & Co.         1,986     205,968
Assurant, Inc.           524      65,170
Athene Holding Ltd. (a)         1,135      36,411
Beazley PLC        40,310     153,532
Chubb Ltd.         2,956     384,014
Cincinnati Financial Corp.           737      52,135
CNO Financial Group, Inc.         3,315      58,841
Equitable Holdings, Inc.        14,160     304,298
20


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Insurance – continued  
Everest Re Group Ltd.           897  $     176,781
GoHealth, Inc. (a)         2,552      26,439
Hanover Insurance Group, Inc.           801      76,624
Hartford Financial Services Group, Inc.         1,598      61,555
Hiscox Ltd. (a)         5,680      60,663
Marsh & McLennan Cos., Inc.         2,908     300,862
MetLife, Inc. (f)        12,938     489,703
Prudential Financial, Inc.         1,402      89,756
Reinsurance Group of America, Inc.           759      76,674
Selective Insurance Group, Inc.           757      39,409
SelectQuote, Inc. (a)         1,685      29,016
Third Point Reinsurance Ltd. (a)         5,499      42,782
Willis Towers Watson PLC           360      65,693
Zurich Insurance Group AG           250      82,883
           $4,344,663
Internet – 3.1%  
Alphabet, Inc., “A” (a)           718  $   1,160,367
Alphabet, Inc., “C” (a)           815   1,321,123
Facebook, Inc., “A” (a)(f)         5,132   1,350,281
IAC/InterActiveCorp (a)           771      93,075
Match Group, Inc. (a)         1,077     125,772
Naver Corp.         1,942     500,617
NetEase.com, Inc., ADR         1,012      87,831
Rightmove PLC (a)        16,439     131,614
Scout24 AG           682      54,925
Tencent Holdings Ltd.         6,300     483,251
           $5,308,856
Leisure & Toys – 1.3%  
Activision Blizzard, Inc.         6,083  $     460,666
Brunswick Corp.         1,389      88,493
Electronic Arts, Inc. (a)         7,615     912,505
Funko, Inc., “A” (a)         2,062      13,073
Malibu Boats, Inc., “A” (a)           897      45,594
Mattel, Inc. (a)         2,343      32,263
Nintendo Co. Ltd.           100      54,606
Polaris, Inc.         2,617     237,781
Prosus N.V.           542      54,148
Take-Two Interactive Software, Inc. (a)         1,811     280,560
Thule Group AB (a)         1,011      32,994
Yamaha Corp.           600      28,421
           $2,241,104
21


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Machinery & Tools – 3.2%  
AGCO Corp. (f)         9,018  $     694,657
Azbil Corp.         1,500      60,789
Cummins, Inc.         1,413     310,705
Daikin Industries Ltd.           900     168,499
Eaton Corp. PLC (s)         4,765     494,559
Enerpac Tool Group Corp.         1,577      28,118
GEA Group AG         9,210     306,454
IDEX Corp.           580      98,826
Illinois Tool Works, Inc.         2,606     510,463
Ingersoll Rand, Inc. (a)         2,012      70,299
ITT, Inc.         1,098      66,440
Kennametal, Inc.         1,289      39,959
Kubota Corp.         6,100     106,264
Nordson Corp.           831     160,740
Regal Beloit Corp.         6,534     644,579
Ritchie Bros. Auctioneers, Inc.           626      37,954
Ritchie Bros. Auctioneers, Inc.        10,592     642,055
Roper Technologies, Inc.           924     343,118
Schindler Holding AG           361      92,322
SMC Corp.           100      52,820
Spirax-Sarco Engineering PLC         4,358     636,845
Trane Technologies PLC           158      20,975
           $5,587,440
Major Banks – 1.3%  
Bank of America Corp. (f)        19,933  $     472,412
Bank of New York Mellon Corp.         7,111     244,334
BNP Paribas (a)         3,036     105,564
Comerica, Inc.           768      34,952
Goldman Sachs Group, Inc.           281      53,120
JPMorgan Chase & Co. (f)         7,065     692,653
KeyCorp         3,449      44,768
Mitsubishi UFJ Financial Group, Inc.        18,500      72,925
Morgan Stanley         5,764     277,537
PNC Financial Services Group, Inc.           157      17,565
State Street Corp.           651      38,344
TCF Financial Corp.         2,706      73,630
UBS Group AG         9,617     111,645
           $2,239,449
Medical & Health Technology & Services – 1.4%  
AmerisourceBergen Corp.           421  $      40,446
Change Healthcare, Inc. (a)         2,462      34,837
Charles River Laboratories International, Inc. (a)           859     195,594
22


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Medical & Health Technology & Services – continued  
CVS Health Corp. (f)         7,394  $     414,729
Eargo, Inc. (a)           393      13,617
Guardant Health, Inc. (a)           267      28,478
HCA Healthcare, Inc.         2,313     286,673
Health Catalyst, Inc. (a)           781      26,929
HMS Holdings Corp. (a)         1,171      31,172
Hogy Medical Co. Ltd.         2,500      73,308
ICON PLC (a)         1,293     233,128
Laboratory Corp. of America Holdings (a)           454      90,696
McKesson Corp.         2,955     435,833
PRA Health Sciences, Inc. (a)         2,183     212,712
Premier, Inc., “A”         3,143     102,870
Quest Diagnostics, Inc.           461      56,307
Schrodinger, Inc. (a)           223      10,878
Universal Health Services, Inc.         1,702     186,454
           $2,474,661
Medical Equipment – 3.1%  
Acutus Medical, Inc. (a)           748  $      17,107
Agilent Technologies, Inc.         1,112     113,524
Becton, Dickinson and Co.           206      47,613
Bio-Techne Corp.           876     221,111
Boston Scientific Corp. (a)         6,181     211,823
Danaher Corp.         1,761     404,220
Dentsply Sirona, Inc.           938      44,264
DexCom, Inc. (a)           518     165,542
EssilorLuxottica (a)         3,515     434,756
Inspire Medical Systems, Inc. (a)           168      20,064
iRhythm Technologies, Inc. (a)           172      36,369
Koninklijke Philips N.V. (a)         2,373     110,203
Masimo Corp. (a)           699     156,450
Medtronic PLC         6,178     621,322
Merit Medical Systems, Inc. (a)         1,020      51,051
Mettler-Toledo International, Inc. (a)(f)           512     510,930
Nevro Corp. (a)           221      32,975
Nihon Kohden Corp.         2,500      78,084
OptiNose, Inc. (a)         2,884       9,229
OrthoPediatrics Corp. (a)           896      39,962
Outset Medical, Inc. (a)           395      18,356
PerkinElmer, Inc.         2,217     287,212
QIAGEN N.V. (a)         5,071     240,785
Quidel Corp. (a)           119      31,927
Silk Road Medical, Inc. (a)           505      30,603
23


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Medical Equipment – continued  
STERIS PLC         1,386  $     245,585
Terumo Corp.         2,300      84,754
Thermo Fisher Scientific, Inc. (f)         2,056     972,735
West Pharmaceutical Services, Inc.           382     103,931
Zimmer Biomet Holdings, Inc.           572      75,561
           $5,418,048
Natural Gas - Distribution – 0.4%  
Atmos Energy Corp.           330  $      30,251
China Resources Gas Group Ltd.        10,000      43,341
Italgas S.p.A.        17,880     103,328
New Jersey Resources Corp.         2,141      62,474
NiSource, Inc.         1,442      33,123
Sempra Energy         2,565     321,549
South Jersey Industries, Inc.         3,234      62,319
             $656,385
Natural Gas - Pipeline – 0.2%  
APA Group         4,906  $      36,331
Enterprise Products Partners LP         1,322      21,906
Equitrans Midstream Corp.         1,309       9,503
Plains GP Holdings LP        12,919      82,553
Targa Resources Corp.           954      15,312
TC Energy Corp.           804      31,646
Williams Cos., Inc.         7,223     138,609
             $335,860
Network & Telecom – 0.8%  
CoreSite Realty Corp., REIT         1,536  $     183,337
Digital Realty Trust, Inc., REIT         1,239     178,788
Equinix, Inc., REIT            46      33,637
Motorola Solutions, Inc.           377      59,589
QTS Realty Trust, Inc., REIT, “A”        11,063     680,485
Qualcomm, Inc.         1,949     240,429
VTech Holdings Ltd.         9,200      61,056
           $1,437,321
Oil Services – 0.1%  
ChampionX Corp. (a)         2,523  $      22,026
Frank's International N.V. (a)        11,740      20,545
Halliburton Co.         1,491      17,981
NOW, Inc. (a)         1,114       4,534
Schlumberger Ltd.         5,538      82,738
             $147,824
24


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Other Banks & Diversified Financials – 2.9%  
AIB Group PLC (a)        21,344  $      23,976
Air Lease Corp.           965      26,287
Bank of Hawaii Corp.           870      52,757
Bank OZK           803      19,898
Brookline Bancorp, Inc.         4,527      43,369
Cathay General Bancorp, Inc.         2,869      67,508
CF Finance Acquisition Corp. (PIPE) (a)(u)(w)(z)         3,605      35,365
Chiba Bank Ltd.        18,400      95,058
Citigroup, Inc. (f)        24,218   1,003,110
Credicorp Ltd.         1,265     145,070
Cullen/Frost Bankers, Inc.           576      40,476
Discover Financial Services           745      48,432
East West Bancorp, Inc.         1,897      69,203
Element Fleet Management Corp.         9,172      86,398
Encore Capital Group, Inc. (a)         1,783      56,931
First Hawaiian, Inc.         3,373      58,218
Grupo Financiero Banorte S.A. de C.V. (a)        39,782     177,234
Hanmi Financial Corp.         2,876      25,855
HDFC Bank Ltd. (a)         5,655      90,484
HDFC Bank Ltd., ADR (a)         6,941     398,691
Julius Baer Group Ltd.         1,888      84,295
KBC Group N.V.         1,221      60,195
Lakeland Financial Corp.         1,155      59,055
M&T Bank Corp.           314      32,524
Macquarie Group Ltd.           637      56,972
Metropolitan Bank & Trust Co.        63,917      53,814
Northern Trust Corp.         1,056      82,653
Prosperity Bancshares, Inc.         2,259     124,494
Sandy Spring Bancorp, Inc.           874      22,156
Signature Bank           969      78,237
SLM Corp.        10,181      93,563
SVB Financial Group (a)           188      54,652
Synchrony Financial         6,666     166,783
Textainer Group Holdings Ltd. (a)         3,790      54,803
Truist Financial Corp.         2,835     119,410
U.S. Bancorp         8,374     326,167
UMB Financial Corp.         1,452      88,383
Umpqua Holdings Corp.         8,481     106,521
Visa, Inc., “A” (f)         4,191     761,547
Wintrust Financial Corp.         1,806      88,909
           $5,079,453
25


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Pharmaceuticals – 3.2%  
Annexon, Inc. (a)         1,472  $      30,632
Bayer AG         6,143     288,754
Collegium Pharmaceutical, Inc. (a)           922      16,439
Elanco Animal Health, Inc. (a)         1,437      44,561
Eli Lilly & Co. (f)         4,494     586,287
GW Pharmaceuticals PLC, ADR (a)           418      37,624
Harmony Biosciences Holdings (a)           638      24,818
Johnson & Johnson (f)        13,932   1,910,217
Kyowa Kirin Co. Ltd.         4,000      99,521
Merck & Co., Inc. (f)         6,396     481,043
Mylan N.V. (a)         1,748      25,416
Novartis AG         2,632     205,204
Novo Nordisk A.S., “B”         3,325     213,561
Orchard RX Ltd., ADR (a)           815       3,293
Roche Holding AG         3,229   1,037,950
Santen Pharmaceutical Co. Ltd.        15,100     268,610
SpringWorks Therapeutics, Inc. (a)           783      45,406
Turning Point Therapeutics, Inc. (a)           291      26,827
Zoetis, Inc.         1,595     252,887
           $5,599,050
Pollution Control – 0.1%  
GFL Environmental, Inc.         2,427  $      46,453
Republic Services, Inc.           491      43,291
U.S. Ecology, Inc.         1,356      41,385
             $131,129
Precious Metals & Minerals – 0.2%  
Agnico-Eagle Mines Ltd.         3,823  $     302,643
Agnico-Eagle Mines Ltd.         1,483     117,587
             $420,230
Printing & Publishing – 0.1%  
Wolters Kluwer N.V.         3,261  $     264,260
Railroad & Shipping – 0.7%  
Canadian National Railway Co.         5,079  $     505,107
Canadian Pacific Railway Ltd.           145      43,374
CSX Corp.         4,779     377,254
Kansas City Southern Co.           497      87,542
Sankyu, Inc.         1,600      57,256
StealthGas, Inc. (a)         2,877       6,243
Union Pacific Corp.         1,208     214,045
           $1,290,821
26


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Real Estate – 1.5%  
Annaly Mortgage Management, Inc., REIT         2,371  $      16,810
Ascendas Real Estate Investment Trust, REIT        39,100      82,596
Big Yellow Group PLC, REIT         3,179      45,302
Brixmor Property Group, Inc., REIT         6,249      68,489
Broadstone Net Lease, Inc.         2,407      39,716
Concentradora Fibra Danhos S.A. de C.V., REIT        51,831      46,916
Corporate Office Properties Trust, REIT         1,254      28,127
Deutsche Wohnen SE         5,643     284,770
Douglas Emmett, Inc.           885      20,886
Empire State Realty Trust, REIT, “A”         5,262      28,310
ESR Cayman Ltd. (a)        11,400      34,453
Grand City Properties S.A.         4,918     111,634
Hibernia PLC, REIT        49,842      60,138
Host Hotels & Resorts, Inc., REIT         3,125      32,750
Industrial Logistics Properties Trust, REIT         5,765     110,573
LEG Immobilien AG           900     121,610
Lexington Realty Trust, REIT         3,964      39,363
Life Storage, Inc., REIT         1,150     131,273
Medical Properties Trust, Inc., REIT         2,705      48,203
Office Properties Income Trust, REIT         1,967      36,212
Public Storage, Inc., REIT           154      35,277
Spirit Realty Capital, Inc., REIT         4,604     138,350
STAG Industrial, Inc., REIT         3,399     105,777
STORE Capital Corp., REIT         1,170      30,069
Sun Communities, Inc., REIT           469      64,549
TAG Immobilien AG        21,345     628,944
Two Harbors Investment Corp., REIT        11,104      56,186
Urban Edge Properties, REIT         3,550      33,370
VICI Properties, Inc., REIT         2,664      61,139
W.P. Carey, Inc., REIT         2,290     143,377
           $2,685,169
Restaurants – 0.5%  
Aramark         1,239  $      34,370
Chipotle Mexican Grill, Inc., “A” (a)            58      69,686
Domino's Pizza, Inc.         1,519     574,668
Performance Food Group Co. (a)           402      13,511
Starbucks Corp.           760      66,089
Texas Roadhouse, Inc.           259      18,138
Wendy's Co.         1,052      22,986
Yum China Holdings, Inc.         1,068      56,850
             $856,298
27


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Specialty Chemicals – 1.7%  
Air Products & Chemicals, Inc.            96  $      26,519
Akzo Nobel N.V.         1,039     100,073
Avient Corp.         1,722      53,503
Axalta Coating Systems Ltd. (a)         6,810     170,999
Compass Minerals International, Inc.           946      57,119
Corteva, Inc.         1,708      56,330
Croda International PLC         2,368     185,108
DuPont de Nemours, Inc.         1,597      90,837
Ferro Corp. (a)         8,865     114,004
Kansai Paint Co. Ltd.         5,500     142,338
Linde PLC         4,156     910,942
Nitto Denko Corp.         1,100      77,197
Sika AG         2,535     623,970
Symrise AG           848     104,540
Tikkurila Oyj         5,409      86,556
Univar Solutions, Inc. (a)         5,349      88,740
           $2,888,775
Specialty Stores – 3.1%  
Amazon.com, Inc. (a)(f)           950  $   2,884,343
AutoZone, Inc. (a)            32      36,127
Best Buy Co., Inc.         1,120     124,936
BJ's Wholesale Club Holdings, Inc. (a)           577      22,093
Burlington Stores, Inc. (a)           518     100,274
Costco Wholesale Corp.         1,062     379,793
Home Depot, Inc.         1,145     305,383
Just Eat Takeaway.com (a)           698      77,477
Leslie's, Inc. (a)         2,512      55,189
Lowe's Cos., Inc.         1,320     208,692
Lululemon Athletica, Inc. (a)           292      93,233
O'Reilly Automotive, Inc. (a)           249     108,713
Ross Stores, Inc.           407      34,664
Ryohin Keikaku Co. Ltd.         3,600      75,454
Target Corp. (f)         3,727     567,324
Tractor Supply Co.           995     132,544
Urban Outfitters, Inc. (a)         4,107      91,750
Vroom, Inc. (a)           552      22,687
Zumiez, Inc. (a)         1,925      53,900
           $5,374,576
Telecommunications - Wireless – 0.8%  
Advanced Info Service Public Co. Ltd.         6,800  $      37,636
American Tower Corp., REIT           919     211,048
KDDI Corp.         3,700      99,088
28


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Telecommunications - Wireless – continued  
SBA Communications Corp., REIT         2,891  $     839,460
SoftBank Group Corp.         1,900     124,863
T-Mobile USA, Inc. (a)           323      35,391
           $1,347,486
Telephone Services – 0.2%  
Hellenic Telecommunications Organization S.A.         3,074  $      40,885
Infrastrutture Wireless Italiane S.p.A.        10,522     113,721
Tele2 AB, “B”         3,267      38,752
Verizon Communications, Inc.         3,550     202,315
             $395,673
Tobacco – 0.7%  
Altria Group, Inc.         6,755  $     243,720
British American Tobacco PLC         2,993      94,920
Japan Tobacco, Inc.         3,200      60,515
Philip Morris International, Inc. (f)         8,068     572,989
Swedish Match AB         2,116     159,466
           $1,131,610
Trucking – 0.1%  
CryoPort, Inc. (a)           924  $      37,089
Hamakyorex Co. Ltd.         2,100      59,567
Knight-Swift Transportation Holdings, Inc.         1,728      65,647
Schneider National, Inc.         4,036      89,034
             $251,337
Utilities - Electric Power – 2.1%  
AES Corp.        11,682  $     227,799
ALLETE, Inc.           468      24,139
Ameren Corp.           577      46,806
American Electric Power Co., Inc.           443      39,839
Array Technologies, Inc. (a)         1,370      50,484
Black Hills Corp.         1,330      75,358
CenterPoint Energy, Inc.         1,797      37,971
CenterPoint Energy, Inc. (a)(z)         1,266      26,751
CLP Holdings Ltd.         5,500      50,584
CMS Energy Corp.         1,695     107,344
Dominion Energy, Inc.         3,892     312,683
Duke Energy Corp. (f)         5,956     548,607
E.ON SE         3,766      39,264
Edison International           783      43,879
Eversource Energy           906      79,067
Exelon Corp. (f)         9,127     364,076
29


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Utilities - Electric Power – continued  
FirstEnergy Corp.         3,599  $     106,962
Iberdrola S.A.         8,547     100,787
NextEra Energy, Inc.           620      45,390
NRG Energy, Inc.        13,569     429,052
Orsted A.S.           347      55,074
PG&E Corp. (a)         6,944      66,385
Pinnacle West Capital Corp.           926      75,534
Portland General Electric Co.         1,888      74,198
Public Service Enterprise Group, Inc.         1,376      80,014
Southern Co.         8,764     503,492
Vistra Corp.         6,518     113,218
           $3,724,757
Total Common Stocks (Identified Cost, $100,489,376)   $ 125,692,342
Bonds – 19.4%
Aerospace – 0.6%
Huntington Ingalls Industries, Inc., 3.844%, 5/01/2025 (n)   $      83,000  $      91,328
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027          160,000     174,204
L3Harris Technologies, Inc., 3.85%, 6/15/2023          238,000     257,000
Lockheed Martin Corp., 2.9%, 3/01/2025          333,000     362,309
Lockheed Martin Corp., 3.55%, 1/15/2026          125,000     141,315
Lockheed Martin Corp., 2.8%, 6/15/2050           32,000      33,070
           $1,059,226
Automotive – 0.5%
Aptiv PLC, 5.4%, 3/15/2049    $     150,000  $     173,716
Hyundai Capital America, 6.375%, 4/08/2030 (n)         371,000     474,072
Lear Corp., 3.8%, 9/15/2027          221,000     236,908
             $884,696
Broadcasting – 0.6%
Discovery Communications LLC, 3.625%, 5/15/2030    $     150,000  $     165,962
Discovery Communications LLC, 4%, 9/15/2055 (n)         119,000     120,947
Prosus N.V., 3.68%, 1/21/2030 (n)         200,000     217,646
Walt Disney Co., 3.35%, 3/24/2025          160,000     177,067
Walt Disney Co., 3.5%, 5/13/2040          160,000     178,875
Walt Disney Co., 3.8%, 5/13/2060          150,000     172,372
           $1,032,869
Brokerage & Asset Managers – 0.7%
Charles Schwab Corp., 3.2%, 1/25/2028    $     284,000  $     316,996
E*TRADE Financial Corp., 2.95%, 8/24/2022          173,000     180,128
E*TRADE Financial Corp., 3.8%, 8/24/2027          131,000     148,320
30


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Brokerage & Asset Managers – continued
Intercontinental Exchange, Inc., 3.75%, 12/01/2025    $     277,000  $     314,251
Intercontinental Exchange, Inc., 1.85%, 9/15/2032           66,000      65,421
Raymond James Financial, 4.65%, 4/01/2030          167,000     202,169
           $1,227,285
Building – 0.3%
Masco Corp., 4.375%, 4/01/2026    $     302,000  $     351,696
Vulcan Materials Co., 3.5%, 6/01/2030          137,000     153,732
             $505,428
Business Services – 0.4%
Fiserv, Inc., 4.4%, 7/01/2049    $      75,000  $      92,880
NXP Semiconductors N.V., 3.4%, 5/01/2030 (n)         224,000     246,016
Verisk Analytics, Inc., 4.125%, 3/15/2029          323,000     381,378
             $720,274
Cable TV – 0.5%
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 6.384%, 10/23/2035    $     335,000  $     452,630
Comcast Corp., 3.75%, 4/01/2040          100,000     116,397
Cox Communications, Inc., 4.6%, 8/15/2047 (n)         250,000     303,247
             $872,274
Computer Software – 0.5%
Dell International LLC/EMC Corp., 4.9%, 10/01/2026 (n)   $     413,000  $     470,305
Microsoft Corp., 2.525%, 6/01/2050          350,000     356,706
             $827,011
Computer Software - Systems – 0.1%
Apple, Inc., 2.65%, 5/11/2050    $     200,000  $     201,743
Conglomerates – 0.1%
Roper Technologies, Inc., 2%, 6/30/2030    $     159,000  $     161,623
Consumer Products – 0.3%
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)   $     300,000  $     322,853
Whirlpool Corp., 4.75%, 2/26/2029          228,000     275,455
             $598,308
Consumer Services – 0.3%
Mastercard, Inc., 3.85%, 3/26/2050    $     182,000  $     226,555
Visa, Inc., 2.05%, 4/15/2030          100,000     105,424
Visa, Inc., 2.7%, 4/15/2040          200,000     213,899
             $545,878
31


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Electrical Equipment – 0.2%
Arrow Electronics, Inc., 3.875%, 1/12/2028    $     260,000  $     289,163
Electronics – 0.4%
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.5%, 1/15/2028    $     306,000  $     329,228
Broadcom, Inc., 5%, 4/15/2030          175,000     205,851
NXP B.V./NXP Funding LLC, 4.625%, 6/01/2023 (n)         200,000     219,284
             $754,363
Emerging Market Sovereign – 0.4%
Oriental Republic of Uruguay, 4.375%, 1/23/2031    $     200,000  $     241,502
Republic of Colombia, 4.125%, 5/15/2051          200,000     209,300
State of Qatar, 3.75%, 4/16/2030 (n)         200,000     232,198
             $683,000
Energy - Independent – 0.1%
Hess Corp., 5.8%, 4/01/2047    $     150,000  $     167,258
Energy - Integrated – 0.4%
BP Capital Markets America, Inc., 3.41%, 2/11/2026    $     340,000  $     376,052
Eni S.p.A., 4.75%, 9/12/2028 (n)         200,000     233,193
             $609,245
Financial Institutions – 0.1%
Avolon Holdings Funding Ltd., 4.375%, 5/01/2026 (n)   $      94,000  $      91,170
Food & Beverages – 0.9%
Anheuser-Busch InBev Worldwide, Inc., 3.5%, 6/01/2030    $     307,000  $     347,571
Anheuser-Busch InBev Worldwide, Inc., 5.55%, 1/23/2049          150,000     202,281
Bacardi Ltd., 5.15%, 5/15/2038 (n)         114,000     137,285
Constellation Brands, Inc., 3.5%, 5/09/2027          300,000     334,919
Constellation Brands, Inc., 3.15%, 8/01/2029          168,000     184,008
Constellation Brands, Inc., 4.1%, 2/15/2048          269,000     313,018
           $1,519,082
Forest & Paper Products – 0.1%
Celulosa Arauco y Constitucion, 4.2%, 1/29/2030 (n)   $     200,000  $     213,000
Gaming & Lodging – 0.1%
Marriott International, Inc., 4.625%, 6/15/2030    $      50,000  $      53,353
Marriott International, Inc., 3.5%, 10/15/2032          128,000     126,329
             $179,682
Industrial – 0.1%
Trustees of the University of Pennsylvania, 2.396%, 10/01/2050    $     234,000  $     227,334
32


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Insurance – 0.1%
Aflac, Inc., 3.6%, 4/01/2030    $     164,000  $     190,203
Insurance - Health – 0.2%
UnitedHealth Group, Inc., 4.625%, 7/15/2035    $     306,000  $     401,500
Insurance - Property & Casualty – 0.9%
Fairfax Financial Holdings Ltd., 4.625%, 4/29/2030    $     121,000  $     129,439
Hartford Financial Services Group, Inc., 3.6%, 8/19/2049          145,000     161,832
Marsh & McLennan Cos., Inc., 3.5%, 6/03/2024          350,000     381,692
Marsh & McLennan Cos., Inc., 2.25%, 11/15/2030          350,000     363,643
Progressive Corp., 4.125%, 4/15/2047          157,000     201,377
Willis North America, Inc., 3.875%, 9/15/2049          200,000     232,716
           $1,470,699
International Market Sovereign – 0.1%
Government of Bermuda, 2.375%, 8/20/2030 (n)   $     200,000  $     205,250
Machinery & Tools – 0.2%
CNH Industrial Capital LLC, 3.85%, 11/15/2027    $     332,000  $     360,381
Major Banks – 2.1%
Bank of America Corp., 3.366% to 1/23/2025, FLR (LIBOR - 3mo. + 0.81%) to 1/23/2026    $     700,000  $     763,669
Bank of America Corp., 3.419% to 12/20/2027, FLR (LIBOR - 3mo. + 1.04%) to 12/20/2028          355,000     394,377
Bank of America Corp., 2.496% to 2/13/2030, FLR (LIBOR - 3mo. + 0.99%) to 2/13/2031          159,000     164,565
HSBC Holdings PLC, 2.099% to 6/04/2025, FLR (SOFR + 1.929%) to 6/04/2026          400,000     408,499
HSBC Holdings PLC, 2.357%, 8/18/2031          450,000     446,875
JPMorgan Chase & Co., 3.782% to 2/01/2027, FLR (LIBOR - 3mo. + 1.337%) to 2/01/2028          550,000     625,052
JPMorgan Chase & Co., 3.109% to 4/22/2040, FLR (SOFR + 2.46%) to 4/22/2041          100,000     107,069
Morgan Stanley, 3.125%, 7/27/2026          364,000     401,627
Morgan Stanley, 3.622% to 4/01/2030, FLR (SOFR + 3.12%) to 4/01/2031          306,000     350,252
           $3,661,985
Medical & Health Technology & Services – 0.8%
Alcon Finance Corp., 2.75%, 9/23/2026 (n)   $     200,000  $     216,686
Becton, Dickinson and Co., 2.823%, 5/20/2030          350,000     374,069
HCA, Inc., 5.125%, 6/15/2039          176,000     214,237
Laboratory Corp. of America Holdings, 3.6%, 2/01/2025          225,000     248,771
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045          205,000     260,532
33


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Medical & Health Technology & Services – continued
Memorial Sloan-Kettering Cancer Center, 2.955%, 1/01/2050    $      99,000  $     101,444
           $1,415,739
Medical Equipment – 0.1%
Boston Scientific Corp., 3.75%, 3/01/2026    $      84,000  $      95,250
Danaher Corp., 2.6%, 10/01/2050          135,000     134,248
             $229,498
Metals & Mining – 0.1%
Anglo American Capital PLC, 4.5%, 3/15/2028 (n)   $     200,000  $     226,317
Midstream – 0.8%
Energy Transfer Partners LP, 5.15%, 3/15/2045    $     150,000  $     139,458
Galaxy Pipeline Assets Bidco Ltd., 1.75%, 9/30/2027 (n)         220,000     218,625
MPLX LP, 4.5%, 4/15/2038          182,000     184,354
Plains All American Pipeline LP/PAA Finance Corp., 3.55%, 12/15/2029          175,000     167,808
Plains All American Pipeline LP/PAA Finance Corp., 4.3%, 1/31/2043          150,000     124,663
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028          336,000     364,785
Sabine Pass Liquefaction LLC, 4.5%, 5/15/2030 (n)         102,000     114,110
           $1,313,803
Municipals – 0.3%
Michigan Finance Authority Hospital Rev. (Trinity Health Credit Group), 3.384%, 12/01/2040    $     160,000  $     177,320
New Jersey Transportation Trust Fund Authority, Transportation System, “B”, 4.081%, 6/15/2039          180,000     169,934
State of Florida, “A”, 2.154%, 7/01/2030          132,000     132,205
             $479,459
Natural Gas - Distribution – 0.2%
CenterPoint Energy Resources Corp., 1.75%, 10/01/2030    $     292,000  $     293,218
NiSource, Inc., 5.65%, 2/01/2045           85,000     118,890
             $412,108
Natural Gas - Pipeline – 0.3%
APT Pipelines Ltd., 5%, 3/23/2035 (n)   $     472,000  $     582,627
Oil Services – 0.1%
Halliburton Co., 5%, 11/15/2045    $     100,000  $      99,089
Pollution Control – 0.1%
Republic Services, Inc., 1.45%, 2/15/2031    $     175,000  $     170,677
34


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    $      44,000  $      47,502
Mid-America Apartment Communities, 1.7%, 2/15/2031          141,000     136,690
             $184,192
Real Estate - Office – 0.2%
Alexandria Real Estate Equities, Inc., REIT, 1.875%, 2/01/2033    $     107,000  $     104,089
Boston Properties, Inc., REIT, 3.125%, 9/01/2023          251,000     265,435
             $369,524
Real Estate - Other – 0.2%
Lexington Realty Trust Co., 2.7%, 9/15/2030    $     119,000  $     120,143
W.P. Carey, Inc., 2.4%, 2/01/2031          181,000     178,692
             $298,835
Real Estate - Retail – 0.5%
Brixmor Operating Partnership LP, REIT, 4.05%, 7/01/2030    $     173,000  $     186,979
Realty Income Corp., REIT, 3.25%, 1/15/2031          155,000     169,547
Regency Centers Corp., 3.7%, 6/15/2030          225,000     245,748
VEREIT Operating Partnership LP, REIT, 3.4%, 1/15/2028           54,000      56,665
VEREIT Operating Partnership LP, REIT, 3.1%, 12/15/2029          169,000     171,437
             $830,376
Retailers – 0.3%
Best Buy Co., Inc., 1.95%, 10/01/2030    $     187,000  $     183,507
Home Depot, Inc., 3.9%, 6/15/2047          245,000     297,037
             $480,544
Telecommunications - Wireless – 1.4%
American Tower Corp., REIT, 3.5%, 1/31/2023    $     325,000  $     344,983
American Tower Corp., REIT, 5%, 2/15/2024          200,000     226,091
American Tower Corp., REIT, 4%, 6/01/2025          264,000     296,340
Crown Castle International Corp., 4.45%, 2/15/2026          617,000     707,249
Crown Castle International Corp., 3.7%, 6/15/2026          369,000     411,249
Rogers Communications, Inc., 3.7%, 11/15/2049          188,000     207,705
T-Mobile USA, Inc., 3.5%, 4/15/2025 (n)         240,000     262,947
           $2,456,564
Transportation - Services – 0.2%
Adani Ports & Special Economic Zone Ltd., 3.375%, 7/24/2024 (n)   $     200,000  $     203,054
ERAC USA Finance LLC, 3.8%, 11/01/2025 (n)         197,000     219,092
             $422,146
35


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
U.S. Treasury Obligations – 0.9%
U.S. Treasury Bonds, 3.5%, 2/15/2039    $     438,000  $     599,324
U.S. Treasury Bonds, 3%, 2/15/2048 (f)         186,000     244,852
U.S. Treasury Notes, 1.375%, 1/31/2022 (f)         611,100     620,457
           $1,464,633
Utilities - Electric Power – 1.5%
Alabama Power Co., 3.45%, 10/01/2049    $     177,000  $     200,535
American Electric Power Co., Inc., 2.3%, 3/01/2030          105,000     107,870
Duke Energy Indiana LLC, 2.75%, 4/01/2050           76,000      76,004
Enel Finance International N.V., 4.875%, 6/14/2029 (n)         250,000     303,886
FirstEnergy Corp., 2.65%, 3/01/2030          220,000     214,322
Georgia Power Co., 3.7%, 1/30/2050          121,000     134,999
Jersey Central Power & Light Co., 4.3%, 1/15/2026 (n)         182,000     206,284
MidAmerican Energy Co., 3.95%, 8/01/2047          200,000     243,420
PPL Capital Funding, Inc., 5%, 3/15/2044          135,000     169,497
Southern California Edison Co.'s First & Refunding Mortgage Bonds, 3.65%, 2/01/2050           68,000      70,998
Virginia Electric & Power Co., 2.875%, 7/15/2029          444,000     490,109
WEC Energy Group, Inc., 1.8%, 10/15/2030          292,000     288,945
           $2,506,869
Total Bonds (Identified Cost, $31,257,004)    $ 33,602,930
Preferred Stocks – 0.2%
Consumer Products – 0.1%        
Henkel AG & Co. KGaA         1,351  $     131,414
Specialty Chemicals – 0.1%        
Fuchs Petrolub SE         2,821  $     145,152
Total Preferred Stocks (Identified Cost, $262,147)       $ 276,566
    
  Strike
Price
First
Exercise
   
Rights – 0.0%
Aerospace – 0.0%
Rolls-Royce Holdings PLC (1 share for 1 right, Expiration 11/20/20) (a) (Identified Cost, $253,120) GBP 0.32 10/28/20     113,048  $      57,117
    
         
Investment Companies (h) – 6.4%
Money Market Funds – 6.4%  
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $11,067,592)     11,067,592  $ 11,067,592
36


Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Securities Sold Short – (0.0)%
Medical & Health Technology & Services – (0.0)%
Healthcare Services Group, Inc.            (256)  $      (5,857)
Telecommunications - Wireless – (0.0)%
Crown Castle International Corp., REIT             (73)  $     (11,403)
Total Securities Sold Short
(Proceeds Received, $14,247)
    $ (17,260)
Other Assets, Less Liabilities – 1.5%      2,560,987
Net Assets – 100.0% $173,240,274
    
(a) Non-income producing security.
(f) All or a portion of the security has been segregated as collateral for open futures contracts and cleared swap agreements.
(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 $11,067,592 and $159,628,955, respectively.
(l) A portion of this security is on loan. See Note 2 for additional information.
(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 $6,131,422, representing 3.5% of net assets.
(s) Security or a portion of the security was pledged to cover collateral requirements for securities sold short and/or certain derivative transactions.
(u) The security was valued using significant unobservable inputs and is considered level 3 under the fair value hierarchy. For further information about the fund’s level 3 holdings, please see Note 2 in the Notes to Financial Statements.
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.
(w) When-issued security.
(z) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:
    
Restricted Securities Acquisition
Date
Cost Value
CenterPoint Energy, Inc. 5/07/20  $20,357  $26,751
CF Finance Acquisition Corp. (PIPE) 7/31/20  36,050  35,365
Total Restricted Securities     $62,116
% of Net assets     0.0%
37


Table of Contents
Portfolio of Investments – continued
The following abbreviations are used in this report and are defined:
ADR American Depositary Receipt
FLR Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.
LIBOR London Interbank Offered Rate
PIPE Private Investment in Public Equity
REIT Real Estate Investment Trust
SOFR Secured Overnight Financing Rate
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
BRL Brazilian Real
CAD Canadian Dollar
CHF Swiss Franc
DKK Danish Krone
EUR Euro
GBP British Pound
HKD Hong Kong Dollar
ILS Israeli Shekel
INR Indian Rupee
JPY Japanese Yen
KRW South Korean Won
MXN Mexican Peso
NOK Norwegian Krone
NZD New Zealand Dollar
RUB Russian Ruble
SEK Swedish Krona
SGD Singapore Dollar
THB Thai Baht
TRY Turkish Lira
TWD Taiwan Dollar
ZAR South African Rand
Derivative Contracts at 10/31/20
Forward Foreign Currency Exchange Contracts
Currency
Purchased
Currency
Sold
Counterparty Settlement
Date
Unrealized
Appreciation
(Depreciation)
Asset Derivatives
CAD 9,327,368 USD 6,959,995 JPMorgan Chase Bank N.A. 11/06/2020  $41,046
GBP 1,883,230 USD 2,441,382 Goldman Sachs International 2/04/2021  1
JPY 283,219,716 USD 2,670,000 JPMorgan Chase Bank N.A. 11/06/2020  35,294
SGD 132,071 USD 96,000 JPMorgan Chase Bank N.A. 11/06/2020  688
ZAR 1,479,695 USD 89,000 Goldman Sachs International 11/06/2020  1,894
USD 840,096 AUD 1,189,042 JPMorgan Chase Bank N.A. 2/04/2021  3,915
USD 9,568,593 AUD 13,441,214 JPMorgan Chase Bank N.A. 11/06/2020  120,590
USD 170,096 BRL 909,113 Goldman Sachs International 11/06/2020  11,683
USD 841,563 CAD 1,119,073 JPMorgan Chase Bank N.A. 2/04/2021  1,251
38


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
USD 7,183,000 CAD 9,534,092 JPMorgan Chase Bank N.A. 11/06/2020  $26,793
USD 6,481,648 CHF 5,915,833 JPMorgan Chase Bank N.A. 2/04/2021  10,532
USD 646,000 CHF 587,815 JPMorgan Chase Bank N.A. 11/06/2020  4,888
USD 675,709 DKK 4,297,065 JPMorgan Chase Bank N.A. 2/04/2021  1,817
USD 679,525 DKK 4,297,064 JPMorgan Chase Bank N.A. 11/06/2020  7,225
USD 1,138,797 EUR 972,312 Goldman Sachs International 2/04/2021  3,800
USD 3,685,008 EUR 3,122,070 Goldman Sachs International 11/06/2020  48,649
USD 10,468,209 EUR 8,935,502 JPMorgan Chase Bank N.A. 2/04/2021  37,636
USD 11,146,229 EUR 9,465,699 JPMorgan Chase Bank N.A. 11/06/2020  121,273
USD 298,000 GBP 223,764 Goldman Sachs International 11/06/2020  8,108
USD 2,872,808 GBP 2,212,441 JPMorgan Chase Bank N.A. 2/04/2021  4,643
USD 902,000 GBP 677,639 JPMorgan Chase Bank N.A. 11/06/2020  24,102
USD 1,567,644 HKD 12,150,997 Goldman Sachs International 11/06/2020  287
USD 193,067 HKD 1,496,573 JPMorgan Chase Bank N.A. 11/06/2020  24
USD 129,178 ILS 439,381 JPMorgan Chase Bank N.A. 11/06/2020  403
USD 1,922,458 JPY 200,758,467 Goldman Sachs International 2/04/2021  2,229
USD 10,994,935 JPY 1,148,224,196 JPMorgan Chase Bank N.A. 2/04/2021  12,315
USD 8,146,430 NOK 75,869,293 Goldman Sachs International 11/06/2020  199,213
USD 4,341,264 NZD 6,527,137 Goldman Sachs International 2/04/2021  25,299
USD 100,619 RUB 7,501,212 JPMorgan Chase Bank N.A. 11/06/2020  6,226
USD 7,376,173 SEK 65,239,412 Goldman Sachs International 11/06/2020  44,333
USD 366,159 SGD 499,371 JPMorgan Chase Bank N.A. 2/04/2021  542
USD 501,288 TWD 14,020,525 JPMorgan Chase Bank N.A. 2/04/2021  10,924
            $817,623
Liability Derivatives
AUD 13,441,215 USD 9,698,713 JPMorgan Chase Bank N.A. 11/06/2020  $(250,711)
CAD 1,119,073 USD 841,218 JPMorgan Chase Bank N.A. 11/06/2020  (1,252)
CHF 10,204,135 USD 11,153,194 JPMorgan Chase Bank N.A. 11/06/2020  (23,862)
DKK 4,297,064 USD 674,142 JPMorgan Chase Bank N.A. 11/06/2020  (1,842)
EUR 3,122,070 USD 3,668,318 Goldman Sachs International 11/06/2020  (31,959)
EUR 9,465,698 USD 11,070,477 JPMorgan Chase Bank N.A. 11/06/2020  (45,521)
GBP 2,106,994 USD 2,750,773 Goldman Sachs International 11/06/2020  (21,107)
GBP 2,872,148 USD 3,732,519 JPMorgan Chase Bank N.A. 11/06/2020  (11,578)
JPY 200,758,467 USD 1,919,894 Goldman Sachs International 11/06/2020  (2,264)
JPY 1,148,224,196 USD 10,980,383 JPMorgan Chase Bank N.A. 11/06/2020  (12,631)
NOK 55,018,342 USD 5,793,904 Goldman Sachs International 2/04/2021  (32,179)
NOK 75,869,294 USD 8,312,889 Goldman Sachs International 11/06/2020  (365,673)
NZD 7,788,645 USD 5,181,206 Goldman Sachs International 11/06/2020  (31,353)
SEK 54,801,597 USD 6,187,755 Goldman Sachs International 2/04/2021  (21,549)
SEK 65,239,412 USD 7,454,640 Goldman Sachs International 11/06/2020  (122,800)
SGD 499,371 USD 366,136 JPMorgan Chase Bank N.A. 11/06/2020  (551)
TWD 14,020,525 USD 491,328 JPMorgan Chase Bank N.A. 11/06/2020  (1,155)
USD 682,000 CAD 912,349 JPMorgan Chase Bank N.A. 11/06/2020  (2,801)
USD 10,486,706 CHF 9,616,320 JPMorgan Chase Bank N.A. 11/06/2020  (1,515)
USD 2,439,767 GBP 1,883,230 Goldman Sachs International 11/06/2020  (6)
39


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
USD 2,841,000 GBP 2,194,509 JPMorgan Chase Bank N.A. 11/06/2020  $(2,043)
USD 321,693 INR 24,419,084 JPMorgan Chase Bank N.A. 11/06/2020  (7,730)
USD 1,893,687 JPY 200,758,467 Goldman Sachs International 11/06/2020  (23,943)
USD 13,501,663 JPY 1,431,443,912 JPMorgan Chase Bank N.A. 11/06/2020  (171,383)
USD 436,947 KRW 521,496,480 JPMorgan Chase Bank N.A. 11/06/2020  (22,632)
USD 98,085 MXN 2,241,897 Goldman Sachs International 11/06/2020  (7,569)
USD 5,145,123 NZD 7,788,646 Goldman Sachs International 11/06/2020  (4,729)
USD 458,854 SGD 631,442 JPMorgan Chase Bank N.A. 11/06/2020  (3,418)
USD 102,634 THB 3,204,240 JPMorgan Chase Bank N.A. 11/06/2020  (148)
USD 482,618 TWD 14,020,525 JPMorgan Chase Bank N.A. 11/06/2020  (7,555)
USD 204,869 ZAR 3,558,490 Goldman Sachs International 11/06/2020  (13,721)
            $(1,247,180)
    
Futures Contracts
Description Long/
Short
Currency Contracts Notional
Amount
Expiration
Date
Value/Unrealized
Appreciation
(Depreciation)
Asset Derivatives
Equity Futures    
AEX 25 Index Short EUR 43  $5,333,515 November – 2020  $387,242
CAC 40 Index Short EUR 54  2,886,702 November – 2020  228,156
FTSE 100 Index Short GBP 26  1,873,954 December – 2020  143,439
FTSE/JSE Top 40 Index Short ZAR 64  1,872,168 December – 2020  184,208
Hang Seng China Enterprises Index Short HKD 20  1,262,155 November – 2020  38,996
IBEX 35 Index Short EUR 17  1,274,722 November – 2020  93,907
KOSPI 200 Index Short KRW 11  734,451 December – 2020  20,164
Mexbol Index Long MXN 162  2,814,064 December – 2020  10,438
MSCI Taiwan Index Short USD 14  688,868 November – 2020  25,261
NIFTY Index Short USD 83  1,931,410 November – 2020  37,097
OMX 30 Index Short SEK 147  2,840,584 November – 2020  188,916
S&P 500 E-Mini Index Short USD 230  37,544,050 December – 2020  754,637
Topix Index Short JPY 13  1,974,270 December – 2020  21,008
            $2,133,469
Interest Rate Futures    
Australian Note 10 yr Long AUD 104  $10,929,722 December – 2020  $112,522
U.S. Treasury Ultra Note
10 yr
Short USD 18  2,831,062 December – 2020  23,817
            $136,339
            $2,269,808
40


Table of Contents
Portfolio of Investments – continued
Futures Contracts - continued
Description Long/
Short
Currency Contracts Notional
Amount
Expiration
Date
Value/Unrealized
Appreciation
(Depreciation)
Liability Derivatives
Equity Futures    
BIST 30 Index Long TRY 668  $974,158 December – 2020  $(65,808)
DAX Index Long EUR 5  1,683,502 December – 2020  (234,565)
FTSE MIB Index Long EUR 11  1,146,662 December – 2020  (117,013)
Hang Seng Index Long HKD 37  5,768,524 November – 2020  (122,800)
IBOV Index Long BRL 153  2,507,590 December – 2020  (96,393)
MSCI Singapore Index Long SGD 35  706,195 November – 2020  (34,339)
Russell 2000 Index Short USD 196  15,060,640 December – 2020  (339,328)
S&P MidCap 400 Index Short USD 72  13,648,320 December – 2020  (327,344)
S&P/ASX 200 Index Short AUD 71  7,381,309 December – 2020  (13,221)
S&P/TSX 60 Index Long CAD 35  4,862,118 December – 2020  (208,922)
            $(1,559,733)
Interest Rate Futures    
Canadian Treasury Bond 10 yr Long CAD 40  $4,534,714 December – 2020  $(15,071)
Euro-Bund 10 yr Short EUR 76  15,591,635 December – 2020  (197,868)
Japan Government Bond 10 yr Short JPY 6  8,704,140 December – 2020  (983)
Long Gilt 10 yr Short GBP 36  6,327,844 December – 2020  (28,103)
U.S. Treasury Note 10 yr Long USD 19  2,626,156 December – 2020  (11,585)
U.S. Treasury Ultra Bond Long USD 1  215,000 December – 2020  (7,396)
            $(261,006)
            $(1,820,739)
41


Table of Contents
Portfolio of Investments – continued
Cleared Swap Agreements
Maturity
Date
Notional
Amount
Counterparty Cash Flows
to Receive/
Frequency
Cash Flows
to Pay/
Frequency
Unrealized
Appreciation
(Depreciation)
  Net Unamortized
Upfront Payments
(Receipts)
  Value
Asset Derivatives          
Interest Rate Swaps          
6/03/22 USD 51,000,000 centrally cleared 0.247%/Semi-annually 0.251% FLR (3-Month LIBOR)/Quarterly  $47,202    $—    $47,202
11/06/24 USD 20,200,000 centrally cleared 1.582%/Semi-annually 0.249% FLR (3-Month LIBOR)/Quarterly  1,139,609    —    1,139,609
            $1,186,811   $—   $1,186,811
Liability Derivatives          
Interest Rate Swaps          
11/06/29 USD 10,300,000 centrally cleared 0.249% FLR (3-Month LIBOR)/Quarterly 1.702%/Semi-annually  $(893,331)    $—    $(893,331)
11/06/49 USD 3,997,917 centrally cleared 0.249% FLR (3-Month LIBOR)/Quarterly 1.893%/Semi-annually  (644,690)    —    (644,690)
            $(1,538,021)   $—   $(1,538,021)
Credit Default Swaps          
12/20/25 USD 5,600,000 centrally cleared 5.00%/Quarterly (1)  $(3,382)    $228,372    $224,990
            $(1,541,403)   $228,372   $(1,313,031)
(1) Fund, as protection seller, to pay notional amount upon a defined credit event by a reference obligation specified in the CDX North American High-Yield Index, 5.00%, 12/20/25 a B+ rated credit default swap index. The fund entered into the contract to gain issuer exposure.
42


Table of Contents
Portfolio of Investments – continued
The credit ratings presented here are an indicator of the current payment/performance risk of the related swap agreement, the reference obligation for which may be either a single security or, in the case of a credit default index, a basket of securities issued by corporate or sovereign issuers. Ratings are assigned to each reference security, including each individual security within a reference basket of 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, than the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). The ratings for a credit default index are calculated by MFS as a weighted average of the external credit ratings of the individual securities that compose the index's reference basket of securities.
At October 31, 2020, the fund had cash collateral of $1,779,239 and other liquid securities with an aggregate value of $21,427,638 to cover any collateral or margin obligations for securities sold short and certain derivative contracts. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.
See Notes to Financial Statements
43


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 $15,628 of securities on loan (identified cost, $132,261,647) $159,628,955
Investments in affiliated issuers, at value (identified cost, $11,067,592) 11,067,592
Cash 7,877
Foreign currency, at value (identified cost, $408) 408
Restricted cash for  
Forward foreign currency exchange contracts 580,000
Deposits with brokers for  
Futures contracts 1,193,886
Securities sold short 5,353
Receivables for  
Net daily variation margin on open cleared swap agreements 23,763
Forward foreign currency exchange contracts 817,623
Net daily variation margin on open futures contracts 731,064
Investments sold 910,940
Fund shares sold 408,641
Interest and dividends 633,543
Receivable from investment adviser 28,314
Total assets $176,037,959
Liabilities  
Payables for  
Securities sold short, at value (proceeds received, $14,247) $17,260
Forward foreign currency exchange contracts 1,247,180
Investments purchased 1,201,132
Fund shares reacquired 102,744
When-issued investments purchased 36,050
Payable to affiliates  
Administrative services fee 271
Shareholder servicing costs 43,480
Distribution and service fees 1,687
Payable for independent Trustees' compensation 6
Deferred country tax expense payable 1,431
Accrued expenses and other liabilities 146,444
Total liabilities $2,797,685
Net assets $173,240,274
44


Table of Contents
Statement of Assets and Liabilities – continued
Net assets consist of  
Paid-in capital $194,279,685
Total distributable earnings (loss) (21,039,411)
Net assets $173,240,274
Shares of beneficial interest outstanding 15,684,811
    
  Net assets Shares
outstanding
Net asset value
per share (a)
Class A $29,453,121 2,679,244 $10.99
Class B 4,035,171 376,041 10.73
Class C 8,396,235 779,681 10.77
Class I 108,871,339 9,827,254 11.08
Class R1 113,295 10,678 10.61
Class R2 498,162 45,885 10.86
Class R3 1,431,787 130,154 11.00
Class R4 57,697 5,193 11.11
Class R6 20,383,467 1,830,681 11.13
    
(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 $11.66 [100 / 94.25 x $10.99]. 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
45


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 $2,306,939
Interest 1,210,001
Dividends from affiliated issuers 94,688
Other 18,955
Income on securities loaned 4,179
Foreign taxes withheld (82,172)
Total investment income $3,552,590
Expenses  
Management fee $1,437,974
Distribution and service fees 232,095
Shareholder servicing costs 172,650
Administrative services fee 34,632
Independent Trustees' compensation 4,332
Custodian fee 133,786
Shareholder communications 23,485
Audit and tax fees 99,053
Legal fees 3,336
Dividend and interest expense on securities sold short 634
Interest expense and fees 44,239
Registration fees 141,584
Miscellaneous 77,038
Total expenses $2,404,838
Fees paid indirectly (3,590)
Reduction of expenses by investment adviser and distributor (258,285)
Net expenses $2,142,963
Net investment income (loss) $1,409,627
46


Table of Contents
Statement of Operations – continued
Realized and unrealized gain (loss)
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers (net of $135 country tax) $(514,908)
Affiliated issuers 2,309
Futures contracts (5,302,734)
Swap agreements 669,590
Forward foreign currency exchange contracts (1,242,987)
Foreign currency (580,074)
Net realized gain (loss) $(6,968,804)
Change in unrealized appreciation or depreciation  
Unaffiliated issuers (net of $2,212 decrease in deferred country tax) $9,980,911
Affiliated issuers (1,017)
Futures contracts 309,075
Swap agreements 121,049
Securities sold short (892)
Forward foreign currency exchange contracts (706,036)
Translation of assets and liabilities in foreign currencies (15,868)
Net unrealized gain (loss) $9,687,222
Net realized and unrealized gain (loss) $2,718,418
Change in net assets from operations $4,128,045
See Notes to Financial Statements
47


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) $1,409,627 $1,992,452
Net realized gain (loss) (6,968,804) 7,048,982
Net unrealized gain (loss) 9,687,222 4,487,095
Change in net assets from operations $4,128,045 $13,528,529
Total distributions to shareholders $(1,880,261) $(1,715,112)
Change in net assets from fund share transactions $(12,054,276) $(28,763,317)
Total change in net assets $(9,806,492) $(16,949,900)
Net assets    
At beginning of period 183,046,766 199,996,666
At end of period $173,240,274 $183,046,766
See Notes to Financial Statements
48


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 $10.80 $10.07 $10.26 $10.00 $10.38
Income (loss) from investment operations
Net investment income (loss) (d) $0.07 $0.10 $0.06 $0.04 $0.06
Net realized and unrealized gain (loss) 0.22 0.71 (0.07) 0.46 (0.35)
 Total from investment operations  $0.29  $0.81  $(0.01)  $0.50  $(0.29)
Less distributions declared to shareholders
From net investment income $(0.10) $(0.08) $(0.18) $(0.24) $(0.09)
 Net asset value, end of period (x)  $10.99  $10.80  $10.07  $10.26  $10.00
 Total return (%) (r)(s)(t)(x) 2.68 8.11 (0.06) 5.18 (2.77)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.47 1.46 1.46 1.63 1.47
Expenses after expense reductions (f) 1.32 1.33 1.37 1.51 1.46
Net investment income (loss) 0.65 1.01 0.64 0.39 0.57
Portfolio turnover 57 58 37 37 51
Net assets at end of period (000 omitted)  $29,453  $33,287  $35,972  $50,452  $125,642
Supplemental Ratios (%):
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 1.30 1.29 1.34 1.40 1.39
See Notes to Financial Statements
49


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 $10.54 $9.82 $10.01 $9.76 $10.14
Income (loss) from investment operations
Net investment income (loss) (d) $(0.01) $0.03 $(0.01) $(0.03) $(0.02)
Net realized and unrealized gain (loss) 0.21 0.69 (0.07) 0.44 (0.33)
 Total from investment operations  $0.20  $0.72  $(0.08)  $0.41  $(0.35)
Less distributions declared to shareholders
From net investment income $(0.01) $(0.00)(w) $(0.11) $(0.16) $(0.03)
 Net asset value, end of period (x)  $10.73  $10.54  $9.82  $10.01  $9.76
 Total return (%) (r)(s)(t)(x) 1.92 7.33 (0.81) 4.35 (3.50)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 2.22 2.21 2.21 2.37 2.22
Expenses after expense reductions (f) 2.08 2.08 2.12 2.25 2.21
Net investment income (loss) (0.09) 0.26 (0.09) (0.29) (0.18)
Portfolio turnover 57 58 37 37 51
Net assets at end of period (000 omitted)  $4,035  $4,542  $5,061  $6,354  $8,714
Supplemental Ratios (%):
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 2.05 2.04 2.09 2.15 2.14
See Notes to Financial Statements
50


Table of Contents
Financial Highlights – continued
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 $10.57 $9.85 $10.00 $9.74 $10.13
Income (loss) from investment operations
Net investment income (loss) (d) $(0.01) $0.03 $(0.01) $(0.03) $(0.02)
Net realized and unrealized gain (loss) 0.21 0.69 (0.06) 0.44 (0.34)
 Total from investment operations  $0.20  $0.72  $(0.07)  $0.41  $(0.36)
Less distributions declared to shareholders
From net investment income $(0.00)(w) $— $(0.08) $(0.15) $(0.03)
 Net asset value, end of period (x)  $10.77  $10.57  $9.85  $10.00  $9.74
 Total return (%) (r)(s)(t)(x) 1.91 7.31 (0.72) 4.35 (3.53)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 2.22 2.22 2.22 2.38 2.22
Expenses after expense reductions (f) 2.08 2.08 2.13 2.26 2.21
Net investment income (loss) (0.08) 0.26 (0.10) (0.30) (0.18)
Portfolio turnover 57 58 37 37 51
Net assets at end of period (000 omitted)  $8,396  $10,083  $13,845  $24,540  $43,754
Supplemental Ratios (%):
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 2.05 2.04 2.10 2.15 2.14
See Notes to Financial Statements
51


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 $10.89 $10.15 $10.35 $10.10 $10.48
Income (loss) from investment operations
Net investment income (loss) (d) $0.10 $0.13 $0.09 $0.07 $0.08
Net realized and unrealized gain (loss) 0.22 0.72 (0.07) 0.46 (0.34)
 Total from investment operations  $0.32  $0.85  $0.02  $0.53  $(0.26)
Less distributions declared to shareholders
From net investment income $(0.13) $(0.11) $(0.22) $(0.28) $(0.12)
 Net asset value, end of period (x)  $11.08  $10.89  $10.15  $10.35  $10.10
 Total return (%) (r)(s)(t)(x) 2.91 8.49 0.19 5.42 (2.52)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.22 1.21 1.21 1.38 1.22
Expenses after expense reductions (f) 1.07 1.08 1.12 1.26 1.21
Net investment income (loss) 0.90 1.25 0.90 0.71 0.82
Portfolio turnover 57 58 37 37 51
Net assets at end of period (000 omitted)  $108,871  $127,572  $137,065  $211,360  $371,340
Supplemental Ratios (%):
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 1.05 1.04 1.10 1.15 1.14
See Notes to Financial Statements
52


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Financial Highlights – continued
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 $10.43 $9.72 $9.93 $9.72 $10.10
Income (loss) from investment operations
Net investment income (loss) (d) $(0.01) $0.03 $(0.01) $(0.03) $(0.02)
Net realized and unrealized gain (loss) 0.22 0.68 (0.07) 0.44 (0.33)
 Total from investment operations  $0.21  $0.71  $(0.08)  $0.41  $(0.35)
Less distributions declared to shareholders
From net investment income $(0.03) $— $(0.13) $(0.20) $(0.03)
 Net asset value, end of period (x)  $10.61  $10.43  $9.72  $9.93  $9.72
 Total return (%) (r)(s)(t)(x) 1.97 7.30 (0.83) 4.38 (3.52)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 2.22 2.21 2.22 2.37 2.23
Expenses after expense reductions (f) 2.07 2.08 2.13 2.24 2.22
Net investment income (loss) (0.09) 0.26 (0.08) (0.26) (0.21)
Portfolio turnover 57 58 37 37 51
Net assets at end of period (000 omitted)  $113  $210  $195  $363  $328
Supplemental Ratios (%):
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 2.05 2.04 2.10 2.15 2.15
See Notes to Financial Statements
53


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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 $10.67 $9.91 $10.11 $9.89 $10.26
Income (loss) from investment operations
Net investment income (loss) (d) $0.04 $0.08 $0.04 $0.02 $0.03
Net realized and unrealized gain (loss) 0.22 0.69 (0.06) 0.44 (0.34)
 Total from investment operations  $0.26  $0.77  $(0.02)  $0.46  $(0.31)
Less distributions declared to shareholders
From net investment income $(0.07) $(0.01) $(0.18) $(0.24) $(0.06)
 Net asset value, end of period (x)  $10.86  $10.67  $9.91  $10.11  $9.89
 Total return (%) (r)(s)(t)(x) 2.43 7.82 (0.22) 4.81 (2.99)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.72 1.71 1.71 1.86 1.72
Expenses after expense reductions (f) 1.58 1.58 1.61 1.74 1.72
Net investment income (loss) 0.41 0.75 0.42 0.23 0.31
Portfolio turnover 57 58 37 37 51
Net assets at end of period (000 omitted)  $498  $791  $1,434  $1,560  $1,300
Supplemental Ratios (%):
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 1.55 1.54 1.59 1.65 1.65
See Notes to Financial Statements
54


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Financial Highlights – continued
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 $10.81 $10.09 $10.29 $10.06 $10.39
Income (loss) from investment operations
Net investment income (loss) (d) $0.07 $0.10 $0.07 $0.05 $0.05
Net realized and unrealized gain (loss) 0.22 0.71 (0.07) 0.45 (0.34)
 Total from investment operations  $0.29  $0.81  $0.00(w)  $0.50  $(0.29)
Less distributions declared to shareholders
From net investment income $(0.10) $(0.09) $(0.20) $(0.27) $(0.04)
 Net asset value, end of period (x)  $11.00  $10.81  $10.09  $10.29  $10.06
 Total return (%) (r)(s)(t)(x) 2.70 8.09 0.00(w) 5.17 (2.83)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.47 1.46 1.46 1.61 1.49
Expenses after expense reductions (f) 1.32 1.33 1.37 1.49 1.47
Net investment income (loss) 0.69 1.00 0.65 0.49 0.47
Portfolio turnover 57 58 37 37 51
Net assets at end of period (000 omitted)  $1,432  $1,101  $997  $1,009  $932
Supplemental Ratios (%):
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 1.30 1.29 1.34 1.40 1.40
See Notes to Financial Statements
55


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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 $10.91 $10.18 $10.37 $10.13 $10.44
Income (loss) from investment operations
Net investment income (loss) (d) $0.09 $0.13 $0.09 $0.07 $0.09
Net realized and unrealized gain (loss) 0.23 0.71 (0.07) 0.46 (0.35)
 Total from investment operations  $0.32  $0.84  $0.02  $0.53  $(0.26)
Less distributions declared to shareholders
From net investment income $(0.12) $(0.11) $(0.21) $(0.29) $(0.05)
 Net asset value, end of period (x)  $11.11  $10.91  $10.18  $10.37  $10.13
 Total return (%) (r)(s)(t)(x) 2.98 8.36 0.24 5.40 (2.50)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.23 1.22 1.22 1.39 1.22
Expenses after expense reductions (f) 1.08 1.08 1.13 1.26 1.21
Net investment income (loss) 0.81 1.27 0.91 0.71 0.85
Portfolio turnover 57 58 37 37 51
Net assets at end of period (000 omitted)  $58  $51  $90  $128  $192
Supplemental Ratios (%):
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 1.05 1.04 1.10 1.15 1.14
See Notes to Financial Statements
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Financial Highlights – continued
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 $10.94 $10.20 $10.41 $10.16 $10.54
Income (loss) from investment operations
Net investment income (loss) (d) $0.11 $0.14 $0.10 $0.09 $0.09
Net realized and unrealized gain (loss) 0.21 0.72 (0.08) 0.45 (0.35)
 Total from investment operations  $0.32  $0.86  $0.02  $0.54  $(0.26)
Less distributions declared to shareholders
From net investment income $(0.13) $(0.12) $(0.23) $(0.29) $(0.12)
 Net asset value, end of period (x)  $11.13  $10.94  $10.20  $10.41  $10.16
 Total return (%) (r)(s)(t)(x) 2.97 8.51 0.24 5.57 (2.45)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.13 1.14 1.16 1.24 1.12
Expenses after expense reductions (f) 0.99 1.01 1.07 1.12 1.11
Net investment income (loss) 1.04 1.32 0.97 0.84 0.92
Portfolio turnover 57 58 37 37 51
Net assets at end of period (000 omitted)  $20,383  $5,410  $5,337  $6,533  $5,743
Supplemental Ratios (%):
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 0.96 0.97 1.04 1.03 1.04
    
(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.
(w) Per share amount was less than $0.01 and total return or ratio was less than 0.01%, as applicable.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
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Notes to Financial Statements
(1) Business and Organization
MFS Global Alternative Strategy Fund (the fund) is a diversified series of MFS Series Trust XV (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 derivatives as part of its principal investment strategy. Derivatives can be highly volatile and involve risks in addition to the risks of the underlying indicators on which the derivative is based. Derivatives can involve leverage. 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. Adoption had no impact on the fund’s cost of investments, net assets or any prior period information presented in the financial
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Notes to Financial Statements  - continued
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 and equity securities sold short, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Equity securities sold short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation on their primary market or exchange as provided by a third-party pricing service. 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. 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 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
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Notes to Financial Statements  - continued
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 the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts, forward foreign currency exchange contracts, and swap agreements. The following is a summary of the levels used as of October 31, 2020 in valuing the fund's assets or liabilities:
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Notes to Financial Statements  - continued
Financial Instruments Level 1 Level 2 Level 3 Total
Equity Securities:        
United States $87,365,600 $26,751 $35,365 $87,427,716
Japan 204,212 5,662,033 5,866,245
Switzerland 5,675,143 5,675,143
France 5,607,360 5,607,360
United Kingdom 5,300,479 5,300,479
Germany 3,348,596 3,348,596
Canada 2,317,918 2,317,918
Taiwan 1,440,001 1,440,001
Netherlands 1,162,970 1,162,970
Other Countries 5,343,755 2,535,842 7,879,597
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents 1,464,633 1,464,633
Non - U.S. Sovereign Debt 888,250 888,250
Municipal Bonds 479,459 479,459
U.S. Corporate Bonds 25,236,195 25,236,195
Foreign Bonds 5,534,393 5,534,393
Mutual Funds 11,067,592 11,067,592
Total $128,833,626 $41,827,556 $35,365 $170,696,547
Securities Sold Short $(17,260) $— $— $(17,260)
Other Financial Instruments        
Futures Contracts – Assets $2,164,379 $105,429 $— $2,269,808
Futures Contracts – Liabilities (1,650,379) (170,360) (1,820,739)
Forward Foreign Currency Exchange Contracts – Assets 817,623 817,623
Forward Foreign Currency Exchange Contracts – Liabilities (1,247,180) (1,247,180)
Swap Agreements – Assets 1,186,811 1,186,811
Swap Agreements – Liabilities (1,313,031) (1,313,031)
For further information regarding security characteristics, see the Portfolio of Investments.
The following is a reconciliation of level 3 assets for which significant unobservable inputs were used to determine fair value. The table presents the activity of level 3 securities held at the beginning and the end of the period.
  Equity
Securities
Balance as of 10/31/19 $—
Purchases 35,365
Balance as of 10/31/20 $35,365
At October 31, 2020, the fund held one level 3 security.
Foreign Currency Translation — Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for
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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 in an attempt to reduce volatility compared to the overall equity markets and to generate positive returns by adjusting the fund’s exposure to markets, asset classes, and currencies resulting from the fund’s individual security selections. Derivatives are used to increase the fund’s exposure to markets, asset classes, or currencies to which the fund’s individual security selections have resulted in no or little exposure. Alternatively, the fund uses derivatives to decrease its exposure to markets or currencies to which the fund’s individual security selections have resulted in exposure. 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 or decrease 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 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 $136,339 $(261,006)
Interest Rate Interest Rate Swaps 1,186,811 (1,538,021)
Foreign Exchange Forward Foreign Currency Exchange Contracts 817,623 (1,247,180)
Equity Equity Futures 2,133,469 (1,559,733)
Credit Credit Default Swaps 224,990
Total   $4,499,232 $(4,605,940)
(a) Values presented in this table for futures contracts and cleared swap agreements correspond to the values reported in the fund's Portfolio of Investments. Only the current day net variation margin for futures contracts and cleared swap agreements 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
Interest Rate $ (347,763) $552,349 $
Foreign Exchange (1,242,987)
Credit 117,241
Equity (4,954,971)
Total $(5,302,734) $669,590 $(1,242,987)
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
Interest Rate $(622,628) $124,431 $
Foreign Exchange (706,036)
Equity 931,703
Credit (3,382)
Total $ 309,075 $121,049 $(706,036)
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
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under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund's collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Interest expense and fees” in the Statement of Operations.
The following table presents the fund's derivative assets and liabilities (by type) on a gross basis as of October 31, 2020:
Gross Amounts of: Derivative Assets Derivative Liabilities
Futures Contracts (a) $731,064 $—
Cleared Swap Agreements (a) 23,763
Forward Foreign Currency Exchange Contracts 817,623 (1,247,180)
Total Gross Amount of Derivative Assets
and Liabilities Presented in the
Statement of Assets & Liabilities
$1,572,450 $(1,247,180)
Less: Derivatives Assets and Liabilities Not Subject
to a Master Netting Agreement or
Similar Arrangement
754,827
Total Gross Amount of Derivative Assets and
Liabilities Subject to a Master Netting Agreement or
Similar Arrangement
$817,623 $(1,247,180)
(a) The amount presented here represents the fund's current day net variation margin for futures contracts and for cleared swap agreements. This amount, which is recognized within the fund's Statement of Assets and Liabilities, differs from the fair value of the futures contracts and cleared swap agreements which is presented in the tables that follow the fund's Portfolio of Investments.
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The following table presents (by counterparty) the fund's derivative assets net of amounts available for offset under Master Netting Agreements (or similar arrangements) and net of the related collateral held by the fund at October 31, 2020:
    Amounts Not Offset in the
Statement of Assets & Liabilities
  Gross Amount
of Derivative
Assets Subject
to a Master
Netting
Agreement (or
Similar
Arrangement)
by Counterparty
Financial
Instruments
Available
for Offset
Financial
Instruments
Collateral
Received (b)
Cash
Collateral
Received (b)
Net Amount
of Derivative
Assets by
Counterparty
Goldman Sachs International $345,496 $(345,496) $— $— $—
JPMorgan Chase Bank N.A. 472,127 (472,127)
Total $817,623 $(817,623) $— $— $—
The following table presents (by counterparty) the fund's derivative liabilities net of amounts available for offset under Master Netting Agreements (or similar arrangements) and net of the related collateral pledged by the fund at October 31, 2020:
    Amounts Not Offset in the
Statement of Assets & Liabilities
  Gross Amounts
of Derivative
Liabilities Subject
to a Master
Netting
Agreement (or
Similar
Arrangement)
by Counterparty
Financial
Instruments
Available
for Offset
Financial
Instruments
Collateral
Pledged (b)
Cash
Collateral
Pledged (b)
Net Amount
of Derivative
Liabilities by
Counterparty
Goldman Sachs International $(678,852) $345,496 $— $270,000 $(63,356)
JPMorgan Chase Bank N.A. (568,328) 472,127 96,201
Total $(1,247,180) $817,623 $— $366,201 $(63,356)
(b) The amount presented here may be less than the total amount of collateral (received)/pledged as the excess collateral (received)/pledged is not shown for purposes of this presentation.
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
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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 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.
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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 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 interest rate swap agreements in order to manage its exposure to interest or foreign exchange rate fluctuations. Interest rate swap agreements involve the periodic exchange of cash flows, between the fund and a counterparty, based on the difference between two interest rates applied to a notional principal amount. The two interest rates exchanged may either be a fixed rate and a floating rate or two floating rates based on different indices.
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
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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.
Credit default swap agreements are considered to have credit-risk-related contingent features since they trigger payment by the protection seller to the protection buyer upon the occurrence of a defined credit event. The aggregate fair value of credit default swap agreements in a net liability position as of October 31, 2020 is disclosed in the footnotes to the Portfolio of Investments. The maximum amount of future, undiscounted payments that the fund, as protection seller, could be required to make is equal to the swap agreement’s notional amount. The protection seller’s payment obligation would be offset to the extent of the value of the agreement’s deliverable obligation. If a defined credit event had occurred as of October 31, 2020, the swap agreement's credit-risk-related contingent features would have been triggered and, for those swap agreements in a net liability position for which the fund is the protection seller, the fund in order to settle these swap agreements would have been required to either (1) pay the swap agreement’s notional value of $5,600,000 less the value of the agreements’ related deliverable obligations as decided through an ISDA auction or (2) pay the notional value of the swap agreements in return for physical receipt of the deliverable obligations. The fund’s maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the agreement.
Short Sales — The fund entered into short sales whereby it sells a security it does not own in anticipation of a decline in the value of that security. The fund will realize a gain if the security price decreases and a loss if the security price increases between the date of the short sale and the date on which the fund replaces the borrowed security. Losses from short sales can exceed the proceeds of the security sold; and they can also exceed the potential loss from an ordinary buy and sell transaction. The amount of any premium, dividends, or interest the fund may be required to pay in connection with a short sale will be recognized as a fund expense. During the year ended October 31, 2020, this expense amounted to $634. The fund segregates cash or marketable securities in an amount that, when combined with the amount of proceeds from the short sale deposited with the broker, at least equals the current market value of the security sold short.
Security Loans — Under its Securities Lending Agency Agreement with the fund, JPMorgan Chase and Co., as lending agent, loans the securities of the fund to certain 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
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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 $15,628. The fair value of the fund’s investment securities on loan is presented gross in the Statement of Assets and Liabilities. These loans were collateralized by U.S. Treasury Obligations of $16,370 held by the lending agent. The collateral on securities loaned exceeded the value of securities on loan at period end. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income — Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. 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 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.
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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 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) $1,880,261 $1,715,112
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 10/31/20  
Cost of investments $145,416,013
Gross appreciation 32,450,550
Gross depreciation (7,293,984)
Net unrealized appreciation (depreciation) $ 25,156,566
Undistributed ordinary income 982,773
Capital loss carryforwards (47,230,145)
Other temporary differences 51,395
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As of October 31, 2020, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:
Short-Term $(45,343,346)
Long-Term (1,886,799)
Total $(47,230,145)
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 $299,314 $248,713
Class B 5,194 71
Class C 1,807
Class I 1,482,420 1,397,371
Class R1 517
Class R2 5,116 1,179
Class R3 10,258 8,830
Class R4 600 915
Class R6 75,035 58,033
Total $1,880,261 $1,715,112
(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 0.80%
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
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reduction amounted to $19,496, 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 0.79% 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 as short sale dividend and interest expenses incurred in connection with the fund’s investment activity), 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
1.30% 2.05% 2.05% 1.05% 2.05% 1.55% 1.30% 1.05% 0.97%
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 $238,531, 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 $6,253 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% $ 79,812
Class B 0.75% 0.25% 1.00% 1.00% 44,433
Class C 0.75% 0.25% 1.00% 1.00% 97,616
Class R1 0.75% 0.25% 1.00% 1.00% 2,045
Class R2 0.25% 0.25% 0.50% 0.50% 3,817
Class R3 0.25% 0.25% 0.25% 4,372
Total Distribution and Service Fees         $232,095
(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
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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 $247, $10, and $1 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 $—
Class B 3,548
Class C 903
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 $12,946, which equated to 0.0072% 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 $159,704.
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 0.0193% of the fund's average daily net assets.
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
On May 7, 2020, MFS purchased 4,699 shares of Class R4 for an aggregate amount of $50,000. On May 7, 2020, MFS redeemed 4,739 shares of Class R3 for an aggregate amount of $50,000.
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Notes to Financial Statements  - continued
At October 31, 2020, MFS held 100% of the outstanding shares of Class R4.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended October 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $10,028 and $78,104, respectively. The sales transactions resulted in net realized gains (losses) of $10,660.
(4) Portfolio Securities
For the year ended October 31, 2020, purchases and sales of investments, other than short sales and short-term obligations, were as follows:
  Purchases Sales
U.S. Government securities $2,021,020 $1,027,429
Non-U.S. Government securities 93,171,334 114,834,232
(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 480,649 $5,241,025   679,833 $6,993,071
Class B 39,632 388,822   18,232 182,559
Class C 194,075 1,995,206   76,648 787,519
Class I 3,719,821 40,828,052   4,625,793 48,764,497
Class R1 71 750   45 451
Class R2 8,010 85,330   1,914 19,638
Class R3 163,944 1,804,167   19,725 204,916
Class R4 5,348 56,729   921 9,655
Class R6 2,180,806 24,343,215   136,450 1,429,579
  6,792,356 $74,743,296   5,559,561 $58,391,885
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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 23,804 $260,420   22,165 $217,875
Class B 395 4,247   6 59
Class C 158 1,702  
Class I 112,270 1,234,975   127,664 1,262,597
Class R1 49 517  
Class R2 472 5,116   121 1,179
Class R3 938 10,258   898 8,830
Class R4 54 600   92 915
Class R6 5,024 55,511   4,608 45,760
  143,164 $1,573,346   155,554 $1,537,215
Shares reacquired          
Class A (906,557) $(9,903,425)   (1,193,031) $(12,186,072)
Class B (94,852) (1,014,804)   (102,731) (1,043,778)
Class C (368,605) (3,930,078)   (528,704) (5,342,195)
Class I (5,724,197) (62,393,489)   (6,534,980) (67,429,751)
Class R1 (9,550) (103,267)   (14) (137)
Class R2 (36,797) (398,813)   (72,566) (720,997)
Class R3 (136,572) (1,446,045)   (17,611) (178,775)
Class R4 (4,876) (53,637)   (5,223) (54,603)
Class R6 (849,873) (9,127,360)   (169,672) (1,736,109)
  (8,131,879) $(88,370,918)   (8,624,532) $(88,692,417)
Net change          
Class A (402,104) $(4,401,980)   (491,033) $(4,975,126)
Class B (54,825) (621,735)   (84,493) (861,160)
Class C (174,372) (1,933,170)   (452,056) (4,554,676)
Class I (1,892,106) (20,330,462)   (1,781,523) (17,402,657)
Class R1 (9,430) (102,000)   31 314
Class R2 (28,315) (308,367)   (70,531) (700,180)
Class R3 28,310 368,380   3,012 34,971
Class R4 526 3,692   (4,210) (44,033)
Class R6 1,335,957 15,271,366   (28,614) (260,770)
  (1,196,359) $(12,054,276)   (2,909,417) $(28,763,317)
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.
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Notes to Financial Statements  - continued
(6) Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended October 31, 2020, the fund’s commitment fee and interest expense were $939 and $0, respectively, and are included in “Interest expense and fees” in the Statement of Operations.
(7) Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio  $10,211,101  $158,149,544  $157,294,345  $2,309  $(1,017)  $11,067,592
    
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio  $94,688  $—
(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 Board of Trustees of MFS Series Trust XV and the Shareholders of MFS Global Alternative Strategy Fund:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Global Alternative Strategy Fund (the “Fund”), including the portfolio of investments, as of October 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights.
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Our procedures included confirmation of securities owned as of October 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 16, 2020
We have served as the auditor of one or more of the MFS investment companies since 1924.
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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
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
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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)
Peter D. Jones
(age 64)
  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
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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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
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
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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
Matthew A. Stowe (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2014   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
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
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
    
Portfolio Manager(s)  
Benjamin Nastou
Natalie Shapiro
 
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Board Review of Investment Advisory Agreement
MFS Global Alternative Strategy 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 compliance monitoring and portfolio trading practices, and (viii)
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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, including the termination of UBS as the subadvisor of the Fund in 2018 and MFS’ assumption of the management of the Fund’s entire portfolio. 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 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 approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending,
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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.
For corporate shareholders, 60.43% 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).
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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?
    
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 doesn't 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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Save paper with eDelivery.
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


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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 Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants to each 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 the 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 MFS Global Alternative Strategy Fund by Deloitte were as follows:

 

     Audit Fees  
     2020      2019  

Fees billed by Deloitte:

     

MFS Commodity Strategy Fund

     68,639        67,505  

MFS Global Alternative Strategy Fund

     69,448        68,300  
  

 

 

    

 

 

 

Total

     138,087        135,805  


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For the fiscal years ended October 31, 2020 and 2019, fees billed by Deloitte for audit-related, tax and other services provided to MFS Global Alternative Strategy Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2020      2019      2020      2019      2020      2019  

Fees billed by Deloitte:

                 

To MFS Commodity Strategy Fund

     0        0        12,789        12,330        0        0  

To MFS Global Alternative Strategy Fund

     0        0        12,587        12,481        0        0  

Total fees billed by Deloitte To above Funds

     0        0        25,376        24,811        0        0  
     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2020      2019      2020      2019      2020      2019  

Fees billed by Deloitte:

                 

To MFS and MFS Related Entities of MFS Commodity Strategy Fund*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Global Alternative Strategy Fund*

     0        0        0        0        5,390        3,790  

 

    

Aggregate Fees for Non-audit

Services

 
     2020      2019  

Fees Billed by Deloitte:

     

To MFS Commodity Strategy Fund, MFS and MFS Related Entities#

     911,929        16,120  

To MFS Global Alternative Strategy Fund, MFS and MFS Related Entities#

     911,727        16,271  

 

*  

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 Deloitte 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 Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”.

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


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practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 in each period between regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f):

Not applicable.

Item 4(h):

The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

 

ITEM 6.

INVESTMENTS

A schedule of investments of each series of the Registrant is included as part of the report to shareholders of such series under Item 1 of this Form N-CSR.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.


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ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

(a)

Based upon their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this report on Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

(b)

There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 13.

EXHIBITS.

 

(a)   

(1)     Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE.

  

(2)     A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT .

  

(3)     Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.


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(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 XV

 

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.