N-CSR 1 d412149dncsr.htm MFS SERIES TRUST I N-CSR MFS SERIES TRUST I 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 811-4777

MFS SERIES TRUST I

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

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

Date of fiscal year end: August 31

Date of reporting period: August 31, 2017


Table of Contents
ITEM 1. REPORTS TO STOCKHOLDERS.


Table of Contents

ANNUAL REPORT

August 31, 2017

 

LOGO

 

MFS® CORE EQUITY FUND

 

LOGO

 

RGI-ANN

 


Table of Contents

MFS® CORE EQUITY FUND

 

CONTENTS

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     11  
Statement of assets and liabilities     20  
Statement of operations     22  
Statements of changes in net assets     23  
Financial highlights     24  
Notes to financial statements     33  
Report of independent registered public accounting firm     47  
Results of shareholder meeting     48  
Trustees and officers     49  
Board review of investment advisory agreement     55  
Proxy voting policies and information     59  
Quarterly portfolio disclosure     59  
Further information     59  
Information about fund contracts and legal claims     60  
Federal tax information     60  
MFS® privacy notice     61  
Contact information    back cover  

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Despite policy uncertainty accompanying a new presidential administration in the United States and unease over ongoing Brexit negotiations, most markets have proved

resilient. U.S. share prices have reached new highs in recent months although the U.S. Federal Reserve has continued to gradually hike interest rates. However, rates in most developed markets remain very low, with major non-U.S. central banks just beginning to contemplate curbing accommodative monetary policies.

Globally, we’ve experienced a year-long synchronized upturn in economic growth. Despite better growth, there are few immediate signs of worrisome inflation amid muted wage gains around the world. Europe has benefited from diminishing event risks as populist challengers fell short of upsetting establishment

candidates in both the Dutch and French elections. Emerging market economies have been boosted in part by a weaker U.S. dollar and are recovering despite lingering concerns over the potential for restrictive U.S. trade policies that could hamper global trade growth. Looking ahead, markets will have to contend with issues involving geopolitical hot spots on the Korean peninsula and in the Middle East.

At MFS®, we believe time is an asset. A patient, long-term approach to investing can have a powerful impact on decision making and outcomes. Time arbitrage, as we call it, comes down to having the conviction and discipline to allow enough time for good investment ideas to play out. In our view, such an approach, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

October 17, 2017

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

 

1


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PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Citigroup, Inc.     2.7%  
Facebook, Inc., “A”     2.6%  
Alphabet, Inc., “A”     2.4%  
Chevron Corp.     1.9%  
Aon PLC     1.9%  
Pfizer, Inc.     1.7%  
Texas Instruments, Inc.     1.7%  
American Tower Corp., REIT     1.6%  
Amazon.com, Inc.     1.4%  
Honeywell International, Inc.     1.4%  
Equity sectors  
Financial Services     18.8%  
Technology     18.6%  
Health Care     13.7%  
Industrial Goods & Services     8.1%  
Consumer Staples     6.5%  
Utilities & Communications (s)     6.2%  
Retailing     6.1%  
Leisure     5.1%  
Energy     4.6%  
Special Products & Services     4.3%  
Basic Materials     3.6%  
Transportation     1.4%  
Autos & Housing     1.2%  
 

 

(s) Includes securities sold short.

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

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 August 31, 2017.

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

 

2


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MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2017, Class A shares of the MFS Core Equity Fund (“fund”) provided a total return of 18.11%, at net asset value. This compares with a return of 16.06% for the fund’s benchmark, the Russell 3000® Index.

Market Environment

For the first time in many years, the global economy is experiencing a period of synchronized economic growth. The rebound in emerging markets (“EM”) economies has been more pronounced (despite the deceleration in Chinese growth at the end of the period), helped by larger economies such as Brazil and Russia emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US after the presidential elections in November in anticipation of lower taxes, a lighter regulatory burden and increased infrastructure spending, boosting US equities and corporate bond performance. Though hopes have largely faded for pro-growth US policies, market confidence persists. Globally, markets benefited from a reflation trade during the first half of the period as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. While this bump in global inflation faded in the second half of the period as commodity prices, particularly oil, leveled off or declined, global growth remained relatively resilient. As a result, there have been more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points during the second half of the period, bringing the total number of quarter-percent hikes in the federal funds rate to four since December 2015. The European Central Bank appears set to announce tapering of quantitative easing in the fall of 2017. The Bank of England may also begin reducing monetary accommodation. Markets have been comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections. European growth has reflected the calmer political economic backdrop.

In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. Demand for autos reached near-record territory in the first half of the period before tapering off at the end of the period, while the housing market continued its recovery amid relatively low mortgage rates and tight inventories. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, the US election resulted in a sell-off in EM assets due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action has so far been lacking on economic issues involving EM. As a result, emerging markets resumed their upward trajectory, powered by strong inflows throughout the first half of 2017.

 

3


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Management Review – continued

 

Contributors to Performance

Strong security selection in the technology sector contributed to performance relative to the Russell 3000® Index. Within this sector, overweight positions in computer graphics processors maker NVIDIA, broadband communications and networking services provider Broadcom, software company Adobe Systems and social networking service provider Facebook supported relative returns. Shares of NVIDIA advanced during the period as increased demand in its Pascal and deep learning data center units, as well as stronger-than-anticipated performance in its automotive and gaming segments, led to positive results.

Security selection in both the utilities & communications and industrial goods & services sectors also bolstered relative performance. Within the utilities & communications sector, an overweight position in broadcast and communication tower management firm American Tower helped relative returns after the company reported solid international and domestic growth figures and a positive foreign exchange impact. Additionally, not owning shares of telecommunications company AT&T further supported relative results. Within the industrial goods & services sector, not owning shares of diversified industrial conglomerate General Electric benefited relative returns. Shares of General Electric came under pressure after the company reported disappointing results in its Power and Oil & Gas segments following weaker-than-expected order intakes.

Elsewhere, an overweight position in diversified financial services firm Citigroup aided relative results. Shares of Citigroup appreciated after the US presidential election, as banks outperformed the broader markets on prospects of higher interest rates, stronger growth and regulatory relief. Later in the reporting period, the company’s plan to return capital to shareholders, via share repurchases and dividends, was approved by the Federal Reserve, which further boosted the company’s share price. Additionally, not owning integrated oil and gas company Exxon Mobil, and the timing of the fund’s ownership in shares of financial services firm Goldman Sachs (h), also boosted relative returns.

Performance for the reporting period includes a 0.72% positive impact due to a litigation settlement to the fund by Household International, Inc.

Detractors from Performance

Stock selection in the retailing sector detracted from relative performance, led by overweight positions in apparel retailers Urban Outfitters and Express (h). Shares of Urban Outfitters declined due to weaker-than-expected sales.

Stocks in other sectors that detracted from relative performance included underweight positions in computer and personal electronics maker Apple and software giant Microsoft. Shares of Apple appreciated at the beginning of the calendar year after the company reported better-than-expected results, driven primarily by robust growth in iPhone sales which came in ahead of consensus estimates. The company’s Services segment also posted strong revenue growth during the reporting period, which further strengthened the stock. Additionally, overweight positions in real estate investment trusts Medical Properties Trust and Tanger Factory Outlet Centers (h) and global integrated energy company Hess, and not owning shares of aerospace company

 

4


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Management Review – continued

 

Boeing and financial services firm JPMorgan Chase, also weakened relative returns. Shares of Medical Properties Trust weakened after the company lowered its full year outlook for its funds from operations.

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

Respectfully,

Portfolio Manager(s)

Joseph MacDougall

 

(h) Security was not held in the fund at period end.

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

 

5


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PERFORMANCE SUMMARY THROUGH 8/31/17

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 8/31/17

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    1/02/96   18.11%   14.31%   7.95%   N/A    
    B    1/02/97   17.21%   13.46%   7.15%   N/A    
    C    1/02/97   17.22%   13.45%   7.16%   N/A    
    I    1/02/97   18.38%   14.59%   8.24%   N/A    
    R1    4/01/05   17.19%   13.45%   7.15%   N/A    
    R2    10/31/03   17.80%   14.03%   7.69%   N/A    
    R3    4/01/05   18.10%   14.30%   7.96%   N/A    
    R4    4/01/05   18.40%   14.59%   8.21%   N/A    
    R6    1/02/13   18.49%   N/A   N/A   15.03%    
Comparative benchmark(s)                    
     Russell 3000® Index (f)   16.06%   14.27%   7.70%   N/A     
Average annual with sales charge                    
    A

With Initial Sales Charge (5.75%)

  11.32%   12.96%   7.31%   N/A    
    B

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

  13.21%   13.21%   7.15%   N/A    
    C

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

  16.22%   13.45%   7.16%   N/A    

CDSC – Contingent Deferred Sales Charge.

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

 

(f) Source: FactSet Research Systems Inc.
(t) For the period from the class inception date through the stated period end (for those share classes with less than 10 years of performance history). No comparative benchmark performance information is provided for “life” periods. (See Notes to Performance Summary.)
(v) Assuming redemption at the end of the applicable period.

Included in all fund classes’ total returns for the month of May 31, 2017 are proceeds received from a non-recurring litigation settlement against Household International Inc. Had these proceeds not been included, all total returns within calendar year 2017 would have been lower by 0.72%.

Benchmark Definition(s)

Russell 3000® Index – constructed to provide a comprehensive barometer for the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. The Russell 3000® Index is a trademark/service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.

It is not possible to invest directly in an index.

 

7


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Performance Summary – continued

 

Notes to Performance Summary

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

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

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

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

 

8


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EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2017 through August 31, 2017

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2017 through August 31, 2017.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

9


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Expense Table – continued

 

Share
Class
      

Annualized
Expense

Ratio

    Beginning
Account Value
3/01/17
   

Ending

Account Value
8/31/17

    Expenses
Paid During
Period  (p)
3/01/17-8/31/17
 
A   Actual     1.02%       $1,000.00       $1,078.23       $5.34  
  Hypothetical (h)     1.02%       $1,000.00       $1,020.06       $5.19  
B   Actual     1.77%       $1,000.00       $1,074.34       $9.25  
  Hypothetical (h)     1.77%       $1,000.00       $1,016.28       $9.00  
C   Actual     1.77%       $1,000.00       $1,074.34       $9.25  
  Hypothetical (h)     1.77%       $1,000.00       $1,016.28       $9.00  
I   Actual     0.77%       $1,000.00       $1,079.80       $4.04  
  Hypothetical (h)     0.77%       $1,000.00       $1,021.32       $3.92  
R1   Actual     1.77%       $1,000.00       $1,074.40       $9.25  
  Hypothetical (h)     1.77%       $1,000.00       $1,016.28       $9.00  
R2   Actual     1.27%       $1,000.00       $1,077.12       $6.65  
  Hypothetical (h)     1.27%       $1,000.00       $1,018.80       $6.46  
R3   Actual     1.02%       $1,000.00       $1,078.21       $5.34  
  Hypothetical (h)     1.02%       $1,000.00       $1,020.06       $5.19  
R4   Actual     0.77%       $1,000.00       $1,079.82       $4.04  
  Hypothetical (h)     0.77%       $1,000.00       $1,021.32       $3.92  
R6   Actual     0.69%       $1,000.00       $1,080.03       $3.62  
  Hypothetical (h)     0.69%       $1,000.00       $1,021.73       $3.52  

 

(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 184/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

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

 

10


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PORTFOLIO OF INVESTMENTS

8/31/17

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

 

Common Stocks - 98.4%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 3.6%                 
Honeywell International, Inc.      170,070     $ 23,515,579  
L3 Technologies, Inc.      33,173       6,020,236  
Leidos Holdings, Inc.      81,599       4,758,854  
Northrop Grumman Corp.      52,892       14,397,731  
Textron, Inc.      88,560       4,347,410  
United Technologies Corp.      62,194       7,445,866  
    

 

 

 
             $ 60,485,676  
Alcoholic Beverages - 0.7%                 
Constellation Brands, Inc., “A”      39,846     $ 7,973,185  
Molson Coors Brewing Co.      36,732       3,296,697  
    

 

 

 
             $ 11,269,882  
Apparel Manufacturers - 1.3%                 
Hanesbrands, Inc.      241,322     $ 5,854,472  
NIKE, Inc., “B”      310,242       16,383,880  
    

 

 

 
             $ 22,238,352  
Automotive - 0.4%                 
Delphi Automotive PLC      77,610     $ 7,481,604  
Biotechnology - 1.6%                 
Biogen, Inc. (a)      70,616     $ 22,354,201  
Bruker BioSciences Corp.      47,054       1,368,801  
Illumina, Inc. (a)      17,797       3,638,774  
    

 

 

 
             $ 27,361,776  
Brokerage & Asset Managers - 1.2%                 
Blackstone Group LP      388,081     $ 12,701,891  
TMX Group Ltd.      134,487       7,146,793  
    

 

 

 
             $ 19,848,684  
Business Services - 2.9%                 
Amdocs Ltd.      58,936     $ 3,818,464  
Cognizant Technology Solutions Corp., “A”      118,300       8,372,091  
DXC Technology Co.      86,015       7,311,275  
Fidelity National Information Services, Inc.      107,203       9,961,303  
Global Payments, Inc.      82,739       7,900,747  
Grand Canyon Education, Inc. (a)      47,765       3,919,118  
Total System Services, Inc.      44,719       3,090,977  

 

11


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Business Services - continued                 
Zendesk, Inc. (a)      147,077     $ 4,029,910  
    

 

 

 
             $ 48,403,885  
Cable TV - 1.1%                 
Altice USA, Inc. (a)      104,676     $ 3,193,665  
Comcast Corp., “A”      398,465       16,181,663  
    

 

 

 
             $ 19,375,328  
Chemicals - 2.0%                 
Celanese Corp.      50,190     $ 4,869,434  
CF Industries Holdings, Inc.      140,217       4,064,891  
E.I. du Pont de Nemours & Co.      39,906       3,349,311  
FMC Corp.      64,637       5,573,002  
Ingevity Corp. (a)      67,326       4,239,518  
Monsanto Co.      27,658       3,241,518  
PPG Industries, Inc.      84,417       8,806,381  
    

 

 

 
             $ 34,144,055  
Computer Software - 3.4%                 
Adobe Systems, Inc. (a)      126,412     $ 19,614,086  
Cloudera, Inc. (a)(l)      6,573       127,516  
Microsoft Corp.      210,450       15,735,347  
Salesforce.com, Inc. (a)      224,123       21,401,505  
    

 

 

 
             $ 56,878,454  
Computer Software - Systems - 2.2%                 
Apple, Inc.      123,822     $ 20,306,808  
NCR Corp. (a)      97,216       3,551,300  
Presidio, Inc. (a)      163,913       2,280,030  
Rapid7, Inc. (a)      245,508       4,139,265  
SS&C Technologies Holdings, Inc.      200,055       7,744,129  
    

 

 

 
             $ 38,021,532  
Construction - 0.5%                 
Sherwin-Williams Co.      23,306     $ 7,907,027  
Consumer Products - 1.8%                 
Coty, Inc., “A”      322,405     $ 5,345,475  
Estee Lauder Cos., Inc., “A”      70,910       7,586,661  
Newell Brands, Inc.      97,687       4,716,328  
Procter & Gamble Co.      143,749       13,263,720  
    

 

 

 
             $ 30,912,184  

 

12


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Consumer Services - 1.4%                 
Bright Horizons Family Solutions, Inc. (a)      69,840     $ 5,582,311  
Priceline Group, Inc. (a)      7,721       14,299,910  
ServiceMaster Global Holdings, Inc. (a)      84,760       3,993,891  
    

 

 

 
             $ 23,876,112  
Containers - 0.9%                 
Berry Global Group, Inc. (a)      96,318     $ 5,416,924  
CCL Industries, Inc.      88,210       4,092,096  
Graphic Packaging Holding Co.      237,981       3,105,652  
Sealed Air Corp.      70,430       3,125,684  
    

 

 

 
             $ 15,740,356  
Electrical Equipment - 2.0%                 
AMETEK, Inc.      171,094     $ 10,821,695  
HD Supply Holdings, Inc. (a)      131,804       4,389,073  
Johnson Controls International PLC      227,986       9,025,966  
Sensata Technologies Holding B.V. (a)      166,292       7,426,601  
WESCO International, Inc. (a)      48,457       2,444,656  
    

 

 

 
             $ 34,107,991  
Electronics - 6.2%                 
Analog Devices, Inc.      240,335     $ 20,108,829  
Applied Materials, Inc.      190,464       8,593,736  
Broadcom Corp.      83,654       21,086,664  
Inphi Corp. (a)      169,158       6,477,060  
Mellanox Technologies Ltd. (a)      104,872       4,923,740  
NVIDIA Corp.      88,630       15,017,467  
Texas Instruments, Inc.      339,138       28,087,409  
    

 

 

 
             $ 104,294,905  
Energy - Independent - 1.9%                 
Concho Resources, Inc. (a)      30,635     $ 3,399,566  
Energen Corp. (a)      26,223       1,344,716  
EOG Resources, Inc.      100,770       8,564,442  
EQT Corp.      26,974       1,681,559  
Hess Corp.      146,151       5,685,274  
Parsley Energy, Inc., “A” (a)      76,742       1,922,387  
Phillips 66      80,745       6,767,239  
Pioneer Natural Resources Co.      15,342       1,989,090  
    

 

 

 
             $ 31,354,273  
Energy - Integrated - 1.9%                 
Chevron Corp. (s)      306,770     $ 33,014,587  

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Engineering - Construction - 0.2%                 
KBR, Inc.      221,795     $ 3,608,605  
Entertainment - 1.6%                 
Six Flags Entertainment Corp.      71,573     $ 3,905,739  
Time Warner, Inc.      166,585       16,841,743  
Twenty-First Century Fox, Inc.      236,096       6,513,889  
    

 

 

 
             $ 27,261,371  
Food & Beverages - 3.0%                 
Blue Buffalo Pet Products, Inc. (a)      92,556     $ 2,384,242  
Cal-Maine Foods, Inc. (a)(l)      132,798       4,840,487  
Mondelez International, Inc.      251,527       10,227,088  
Monster Worldwide, Inc. (a)      145,472       8,120,247  
PepsiCo, Inc.      151,349       17,515,620  
Snyders-Lance, Inc.      56,346       2,001,410  
TreeHouse Foods, Inc. (a)      75,529       5,059,688  
    

 

 

 
             $ 50,148,782  
Food & Drug Stores - 0.6%                 
CVS Health Corp.      129,998     $ 10,054,045  
Furniture & Appliances - 0.2%                 
Whirlpool Corp.      24,482     $ 4,201,601  
Gaming & Lodging - 0.4%                 
Marriott International, Inc., “A”      67,142     $ 6,954,568  
General Merchandise - 1.5%                 
Costco Wholesale Corp.      88,574     $ 13,883,089  
Dollar Tree, Inc. (a)      100,076       7,970,052  
Five Below, Inc. (a)      91,038       4,330,678  
    

 

 

 
             $ 26,183,819  
Health Maintenance Organizations - 1.6%                 
Cigna Corp.      42,156     $ 7,674,921  
UnitedHealth Group, Inc.      99,681       19,826,551  
    

 

 

 
             $ 27,501,472  
Insurance - 3.1%                 
American International Group, Inc.      103,970     $ 6,288,106  
Aon PLC      232,896       32,409,807  
Chubb Ltd.      96,237       13,609,836  
    

 

 

 
             $ 52,307,749  

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Internet - 6.0%                 
Alphabet, Inc., “A” (a)(s)      41,951     $ 40,073,274  
Alphabet, Inc., “C” (a)      5,234       4,916,453  
Facebook, Inc., “A” (a)      258,529       44,459,232  
LogMeIn, Inc.      113,835       13,022,724  
    

 

 

 
             $ 102,471,683  
Leisure & Toys - 0.4%                 
Electronic Arts, Inc. (a)      61,106     $ 7,424,379  
Machinery & Tools - 1.8%                 
Illinois Tool Works, Inc.      42,469     $ 5,839,912  
IPG Photonics Corp. (a)      20,308       3,569,943  
ITT, Inc.      98,430       3,972,635  
Roper Technologies, Inc.      53,624       12,368,912  
SPX FLOW, Inc. (a)      137,245       4,593,590  
    

 

 

 
             $ 30,344,992  
Major Banks - 3.0%                 
Bank of America Corp.      912,533     $ 21,800,413  
Morgan Stanley      313,194       14,250,327  
PNC Financial Services Group, Inc.      117,158       14,692,785  
    

 

 

 
             $ 50,743,525  
Medical & Health Technology & Services - 1.2%                 
Healthcare Services Group, Inc.      52,343     $ 2,679,962  
Henry Schein, Inc. (a)      24,214       4,205,487  
ICON PLC (a)      15,720       1,782,491  
LifePoint Hospitals, Inc. (a)      50,344       2,917,435  
McKesson Corp.      51,116       7,632,130  
MEDNAX, Inc. (a)      23,277       1,043,973  
    

 

 

 
             $ 20,261,478  
Medical Equipment - 4.3%                 
Danaher Corp.      68,523     $ 5,716,189  
DexCom, Inc. (a)      32,948       2,458,250  
Edwards Lifesciences Corp. (a)      101,468       11,532,853  
Medtronic PLC      227,192       18,316,219  
NxStage Medical, Inc. (a)      106,326       2,977,128  
Obalon Therapeutics, Inc. (a)(l)      141,906       1,275,735  
PerkinElmer, Inc.      78,501       5,258,782  
Steris PLC      22,431       1,955,086  
Stryker Corp.      81,729       11,554,029  
Zimmer Biomet Holdings, Inc.      104,869       11,983,380  
    

 

 

 
             $ 73,027,651  

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Metals & Mining - 0.3%                 
First Quantum Minerals Ltd.      131,008     $ 1,578,915  
Lundin Mining Corp.      552,525       4,176,846  
    

 

 

 
             $ 5,755,761  
Natural Gas - Distribution - 0.3%                 
New Jersey Resources Corp.      92,273     $ 4,027,717  
Sempra Energy      7,753       914,311  
    

 

 

 
             $ 4,942,028  
Natural Gas - Pipeline - 0.5%                 
Cheniere Energy, Inc. (a)      147,851     $ 6,326,544  
Enterprise Products Partners LP      56,892       1,483,175  
    

 

 

 
             $ 7,809,719  
Network & Telecom - 0.8%                 
Cisco Systems, Inc.      154,358     $ 4,971,871  
Motorola Solutions, Inc.      104,281       9,189,242  
    

 

 

 
             $ 14,161,113  
Oil Services - 0.8%                 
Keane Group, Inc. (a)(l)      94,930     $ 1,229,344  
Patterson-UTI Energy, Inc.      119,799       1,913,190  
Schlumberger Ltd.      95,712       6,078,669  
Solaris Oilfield Infrastructure, Inc., “A” (a)(l)      198,176       2,806,172  
U.S. Silica Holdings, Inc.      40,926       1,113,596  
    

 

 

 
             $ 13,140,971  
Other Banks & Diversified Financials - 8.0%                 
Bank of the Ozarks, Inc.      155,188     $ 6,666,876  
Citigroup, Inc. (s)      665,193       45,253,080  
Discover Financial Services      205,248       12,099,370  
EuroDekania Ltd. (u)      580,280       67,353  
First Republic Bank      44,275       4,296,889  
Northern Trust Corp.      71,801       6,354,389  
Signature Bank (a)      28,813       3,697,860  
U.S. Bancorp      405,174       20,765,167  
Visa, Inc., “A”      217,262       22,490,962  
Wintrust Financial Corp.      107,512       7,827,949  
Zions Bancorporation      132,346       5,778,226  
    

 

 

 
             $ 135,298,121  
Pharmaceuticals - 5.0%                 
Allergan PLC      22,034     $ 5,056,362  
Bristol-Myers Squibb Co.      297,072       17,966,915  

 

16


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Pharmaceuticals - continued                 
Eli Lilly & Co.      163,582     $ 13,297,581  
Pfizer, Inc.      869,638       29,498,121  
Zoetis, Inc.      295,392       18,521,078  
    

 

 

 
             $ 84,340,057  
Pollution Control - 0.5%                 
Clean Harbors, Inc. (a)      61,381     $ 3,320,098  
Waste Connections, Inc.      72,646       4,844,762  
    

 

 

 
             $ 8,164,860  
Railroad & Shipping - 1.2%                 
Canadian Pacific Railway Ltd.      50,681     $ 7,885,964  
Union Pacific Corp.      113,308       11,931,332  
    

 

 

 
             $ 19,817,296  
Real Estate - 3.5%                 
Gramercy Property Trust, REIT      305,151     $ 9,294,900  
Life Storage, Inc., REIT      130,691       9,617,551  
Medical Properties Trust, Inc., REIT      1,503,639       19,787,889  
Store Capital Corp., REIT      475,130       12,058,799  
Sun Communities, Inc., REIT      50,043       4,519,383  
Washington Prime Group, Inc., REIT      573,877       4,791,873  
    

 

 

 
             $ 60,070,395  
Restaurants - 1.5%                 
Aramark      148,418     $ 6,039,129  
Starbucks Corp.      283,022       15,526,587  
U.S. Foods Holding Corp. (a)      169,576       4,654,861  
    

 

 

 
             $ 26,220,577  
Specialty Chemicals - 0.3%                 
Univar, Inc. (a)      186,734     $ 5,267,766  
Specialty Stores - 2.7%                 
Amazon.com, Inc. (a)      24,500     $ 24,024,700  
Lululemon Athletica, Inc. (a)      67,167       3,865,461  
Michaels Co., Inc. (a)      201,346       4,520,218  
Tractor Supply Co.      110,456       6,573,236  
Urban Outfitters, Inc. (a)      329,645       6,737,944  
    

 

 

 
             $ 45,721,559  
Telecommunications - Wireless - 2.4%                 
American Tower Corp., REIT      187,256     $ 27,723,251  
SBA Communications Corp., REIT (a)      78,870       12,110,488  
    

 

 

 
             $ 39,833,739  

 

17


Table of Contents

Portfolio of Investments – continued

 

Issuer                    Shares/Par     Value ($)  
Common Stocks - continued                  
Telephone Services - 0.6%                  
Verizon Communications, Inc.       198,910     $ 9,541,713  
Tobacco - 1.1%                  
Philip Morris International, Inc.       155,732     $ 18,209,743  
Trucking - 0.2%                  
Schneider National, Inc.       143,829     $ 3,200,195  
Utilities - Electric Power - 2.8%                  
Alliant Energy Corp.       81,623     $ 3,488,567  
American Electric Power Co., Inc.       77,175       5,682,395  
Avangrid, Inc.       86,179       4,207,259  
CMS Energy Corp.       109,726       5,326,100  
Exelon Corp.       146,109       5,533,148  
NextEra Energy, Inc.       60,866       9,160,942  
PG&E Corp.       81,675       5,748,287  
Xcel Energy, Inc.       165,101       8,172,499  
         

 

 

 
      $ 47,319,197  
Total Common Stocks (Identified Cost, $1,280,733,070)     $ 1,668,027,193  
Underlying/Expiration
Date/Exercise Price
  Put/Call   Counterparty   Notional
Amount
    Number
of
Contracts
        
Purchased Options - 0.0%                        
Electrical Equipment - 0.0%          
General Electric Co. - January 2018 @ $28 (Premiums Paid, $701,966)   Call   Goldman Sachs International   $ 14,133,435                5,757     $ 74,841  
Issuer    Shares/Par         
Investment Companies (h) - 1.6%                 
Money Market Funds - 1.6%                 
MFS Institutional Money Market Portfolio, 1.11% (v)
(Identified Cost, $26,817,468)
     26,819,115     $ 26,819,115  
Collateral for Securities Loaned - 0.1%                 
State Street Navigator Securities Lending Government Money Market Portfolio, 1.01% (j) (Identified Cost, $2,131,661)      2,131,661     $ 2,131,661  

 

18


Table of Contents

Portfolio of Investments – continued

 

Securities Sold Short - (0.3)%                 
Issuer    Shares/Par     Value ($)  
Telecommunications - Wireless - (0.3)%                 
Crown Castle International Corp., REIT
(Proceeds Received, $3,678,192)
     (44,300   $ (4,803,892
Other Assets, Less Liabilities - 0.2%              2,958,451  
Net Assets - 100.0%            $ 1,695,207,369  

 

(a) Non-income producing security.
(h) 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $26,819,115 and $1,670,233,695, respectively.
(j) The rate quoted is the annualized seven-day yield of the fund at period end.
(l) A portion of this security is on loan.
(s) Security or a portion of the security was pledged to cover collateral requirements for securities sold short.
(u) The security was valued using significant unobservable inputs and is considered level 3 under the fair value hierarchy.
(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.

At August 31, 2017, the fund had cash collateral of $21,914 and other liquid securities with an aggregate value of $8,451,337 to cover collateral or margin obligations for securities sold short and certain derivative contracts. Cash collateral is comprised of deposits with brokers in the Statement of Assets and Liabilities.

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

 

PLC   Public Limited Company
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

19


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/17

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 $2,115,870 of securities on loan (identified cost, $1,283,566,697)

     $1,670,233,695  

Investments in affiliated issuers, at value (identified cost, $26,817,468)

     26,819,115  

Cash

     13,991  

Foreign currency, at value (identified cost, $8)

     8  

Deposits with brokers for securities sold short

     21,914  

Receivables for

  

Investments sold

     2,795,330  

Fund shares sold

     1,842,204  

Interest and dividends

     2,418,751  

Other assets

     1,703  

Total assets

     $1,704,146,711  
Liabilities         

Payables for

  

Securities sold short, at value (proceeds received, $3,678,192)

     $4,803,892  

Fund shares reacquired

     1,311,395  

Collateral for securities loaned, at value

     2,131,661  

Payable to affiliates

  

Investment adviser

     54,114  

Shareholder servicing costs

     379,496  

Distribution and service fees

     15,259  

Payable for independent Trustees’ compensation

     64,002  

Accrued expenses and other liabilities

     179,523  

Total liabilities

     $8,939,342  

Net assets

     $1,695,207,369  
Net assets consist of         

Paid-in capital

     $1,198,271,005  

Unrealized appreciation (depreciation)

     385,543,225  

Accumulated net realized gain (loss)

     101,329,218  

Undistributed net investment income

     10,063,921  

Net assets

     $1,695,207,369  

Shares of beneficial interest outstanding

     55,317,540  

 

20


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $992,736,270        32,595,826        $30.46  

Class B

     27,138,528        998,853        27.17  

Class C

     89,945,711        3,346,635        26.88  

Class I

     122,054,594        3,806,086        32.07  

Class R1

     3,102,602        115,517        26.86  

Class R2

     16,507,986        554,974        29.75  

Class R3

     28,074,644        925,755        30.33  

Class R4

     22,494,280        732,575        30.71  

Class R6

     393,152,754        12,241,319        32.12  

 

(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 $32.32 [100 / 94.25 x $30.46]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

21


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/17

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

     $25,944,077  

Dividends from affiliated issuers

     113,205  

Income on securities loaned

     35,846  

Interest

     19,164  

Other

     14,900  

Foreign taxes withheld

     (59,195

Total investment income

     $26,067,997  

Expenses

  

Management fee

     $9,214,952  

Distribution and service fees

     3,800,553  

Shareholder servicing costs

     1,829,102  

Administrative services fee

     259,950  

Independent Trustees’ compensation

     44,828  

Custodian fee

     86,138  

Reimbursement of custodian expenses

     (96,938

Shareholder communications

     173,254  

Audit and tax fees

     57,372  

Legal fees

     19,868  

Dividend and interest expense on securities sold short

     211,184  

Miscellaneous

     215,513  

Total expenses

     $15,815,776  

Reduction of expenses by investment adviser and distributor

     (176,691

Net expenses

     $15,639,085  

Net investment income (loss)

     $10,428,912  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers (s)

     $121,535,866  

Affiliated issuers

     698  

Foreign currency

     (1,959

Net realized gain (loss)

     $121,534,605  

Change in unrealized appreciation (depreciation)

  

Unaffiliated issuers

     $132,628,173  

Affiliated issuers

     1,647  

Securities sold short

     (745,568

Translation of assets and liabilities in foreign currencies

     286  

Net unrealized gain (loss)

     $131,884,538  

Net realized and unrealized gain (loss)

     $253,419,143  

Change in net assets from operations

     $263,848,055  

 

(s) Realized gain (loss) on investment transactions includes proceeds received from a non-recurring cash settlement in the amount of $11,579,893 from a litigation settlement against Household International, Inc. Company.

See Notes to Financial Statements

 

22


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  
    8/31/17      8/31/16  
Change in net assets             
From operations                 

Net investment income (loss)

    $10,428,912        $9,712,129  

Net realized gain (loss)

    121,534,605        46,889,142  

Net unrealized gain (loss)

    131,884,538        63,937,563  

Change in net assets from operations

    $263,848,055        $120,538,834  
Distributions declared to shareholders                 

From net investment income

    $(9,436,061      $(5,821,876

From net realized gain on investments

    (45,657,548      (119,401,189

Total distributions declared to shareholders

    $(55,093,609      $(125,223,065

Change in net assets from fund share transactions

    $(66,543,205      $309,510,191  

Total change in net assets

    $142,211,241        $304,825,960  
Net assets                 

At beginning of period

    1,552,996,128        1,248,170,168  

At end of period (including undistributed net investment
income of $10,063,921 and $9,358,570, respectively)

    $1,695,207,369        $1,552,996,128  

See Notes to Financial Statements

 

23


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 (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Class A    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $26.72       $27.19       $29.19       $23.82       $19.68  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.18 (c)      $0.18       $0.15       $0.13       $0.18  

Net realized and unrealized gain (loss)

     4.53       2.08       0.13       5.41       4.07  

Total from investment operations

     $4.71       $2.26       $0.28       $5.54       $4.25  
Less distributions declared to shareholders                                  

From net investment income

     $(0.16     $(0.14     $(0.13     $(0.17     $(0.11

From net realized gain

     (0.81     (2.59     (2.15            

Total distributions declared to shareholders

     $(0.97     $(2.73     $(2.28     $(0.17     $(0.11

Net asset value, end of period (x)

     $30.46       $26.72       $27.19       $29.19       $23.82  

Total return (%) (r)(s)(t)(x)

     18.11 (c)      9.09       0.98       23.33       21.69  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.03 (c)      1.07       1.05       1.05       1.11  

Expenses after expense reductions (f)

     1.01 (c)      1.05       1.04       1.04       1.11  

Net investment income (loss)

     0.63 (c)      0.70       0.52       0.49       0.81  

Portfolio turnover

     46       68       53       48       58  

Net assets at end of period (000 omitted)

     $992,736       $959,812       $963,167       $1,002,028       $873,139  
Supplemental Ratios (%):                                         

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

     1.00 (c)      1.04       1.03       1.04       1.10  

See Notes to Financial Statements

 

24


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Financial Highlights – continued

 

Class B    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $23.96       $24.70       $26.78       $21.88       $18.11  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.03 )(c)      $(0.02     $(0.06     $(0.06     $0.01  

Net realized and unrealized gain (loss)

     4.05       1.87       0.13       4.96       3.76  

Total from investment operations

     $4.02       $1.85       $0.07       $4.90       $3.77  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.81     $(2.59     $(2.15     $—       $—  

Net asset value, end of period (x)

     $27.17       $23.96       $24.70       $26.78       $21.88  

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

     17.21 (c)      8.24       0.25       22.39       20.82  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.78 (c)      1.82       1.80       1.80       1.86  

Expenses after expense reductions (f)

     1.77 (c)      1.81       1.80       1.80       1.86  

Net investment income (loss)

     (0.12 )(c)      (0.07     (0.23     (0.26     0.07  

Portfolio turnover

     46       68       53       48       58  

Net assets at end of period (000 omitted)

     $27,139       $30,324       $34,126       $40,536       $40,495  
Supplemental Ratios (%):                                         

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

     1.75 (c)      1.79       1.79       1.80       1.86  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class C    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $23.71       $24.47       $26.55       $21.72       $17.98  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.03 )(c)      $(0.01     $(0.06     $(0.06     $0.01  

Net realized and unrealized gain (loss)

     4.01       1.84       0.13       4.92       3.73  

Total from investment operations

     $3.98       $1.83       $0.07       $4.86       $3.74  
Less distributions declared to shareholders                                  

From net investment income

     $—       $—       $—       $(0.03     $—  

From net realized gain

     (0.81     (2.59     (2.15            

Total distributions declared to shareholders

     $(0.81     $(2.59     $(2.15     $(0.03     $—  

Net asset value, end of period (x)

     $26.88       $23.71       $24.47       $26.55       $21.72  

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

     17.22 (c)      8.24       0.26       22.38       20.80  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.78 (c)      1.82       1.80       1.80       1.86  

Expenses after expense reductions (f)

     1.77 (c)      1.81       1.80       1.80       1.86  

Net investment income (loss)

     (0.12 )(c)      (0.05     (0.23     (0.26     0.06  

Portfolio turnover

     46       68       53       48       58  

Net assets at end of period (000 omitted)

     $89,946       $89,160       $88,020       $89,702       $78,777  
Supplemental Ratios (%):                                         

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

     1.75 (c)      1.79       1.79       1.80       1.86  

See Notes to Financial Statements

 

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Table of Contents

Financial Highlights – continued

 

Class I    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $28.10       $28.44       $30.43       $24.82       $20.49  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.26 (c)      $0.29       $0.23       $0.21       $0.24  

Net realized and unrealized gain (loss)

     4.76       2.15       0.13       5.62       4.25  

Total from investment operations

     $5.02       $2.44       $0.36       $5.83       $4.49  
Less distributions declared to shareholders                                  

From net investment income

     $(0.24     $(0.19     $(0.20     $(0.22     $(0.16

From net realized gain

     (0.81     (2.59     (2.15            

Total distributions declared to shareholders

     $(1.05     $(2.78     $(2.35     $(0.22     $(0.16

Net asset value, end of period (x)

     $32.07       $28.10       $28.44       $30.43       $24.82  

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

     18.38 (c)      9.36       1.23       23.61       22.03  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     0.78 (c)      0.81       0.80       0.80       0.86  

Expenses after expense reductions (f)

     0.77 (c)      0.80       0.80       0.80       0.86  

Net investment income (loss)

     0.88 (c)      1.07       0.77       0.73       1.05  

Portfolio turnover

     46       68       53       48       58  

Net assets at end of period (000 omitted)

     $122,055       $61,739       $49,768       $45,089       $29,812  
Supplemental Ratios (%):                                         

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

     0.75 (c)      0.79       0.79       0.80       0.86  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R1    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $23.70       $24.45       $26.54       $21.69       $17.95  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

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

Net realized and unrealized gain (loss)

     4.00       1.86       0.12       4.91       3.72  

Total from investment operations

     $3.97       $1.84       $0.06       $4.85       $3.74  
Less distributions declared to shareholders                                  

From net investment income

     $—       $—       $—       $(0.00 )(w)      $—  

From net realized gain

     (0.81     (2.59     (2.15            

Total distributions declared to shareholders

     $(0.81     $(2.59     $(2.15     $(0.00 )(w)      $—  

Net asset value, end of period (x)

     $26.86       $23.70       $24.45       $26.54       $21.69  

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

     17.19 (c)      8.29       0.22       22.38       20.84  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.78 (c)      1.82       1.80       1.80       1.86  

Expenses after expense reductions (f)

     1.77 (c)      1.81       1.80       1.80       1.86  

Net investment income (loss)

     (0.13 )(c)      (0.09     (0.23     (0.26     0.08  

Portfolio turnover

     46       68       53       48       58  

Net assets at end of period (000 omitted)

     $3,103       $2,935       $3,625       $4,132       $3,839  
Supplemental Ratios (%):                                         

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

     1.75 (c)      1.80       1.79       1.80       1.85  

See Notes to Financial Statements

 

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Table of Contents

Financial Highlights – continued

 

Class R2    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $26.12       $26.62       $28.59       $23.35       $19.28  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.10 (c)      $0.11       $0.07       $0.06       $0.12  

Net realized and unrealized gain (loss)

     4.43       2.04       0.14       5.29       4.00  

Total from investment operations

     $4.53       $2.15       $0.21       $5.35       $4.12  
Less distributions declared to shareholders                                  

From net investment income

     $(0.09     $(0.06     $(0.03     $(0.11     $(0.05

From net realized gain

     (0.81     (2.59     (2.15            

Total distributions declared to shareholders

     $(0.90     $(2.65     $(2.18     $(0.11     $(0.05

Net asset value, end of period (x)

     $29.75       $26.12       $26.62       $28.59       $23.35  

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

     17.80 (c)      8.82       0.75       22.96       21.44  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.28 (c)      1.32       1.30       1.30       1.36  

Expenses after expense reductions (f)

     1.27 (c)      1.31       1.30       1.30       1.36  

Net investment income (loss)

     0.38 (c)      0.46       0.27       0.24       0.56  

Portfolio turnover

     46       68       53       48       58  

Net assets at end of period (000 omitted)

     $16,508       $15,932       $16,332       $19,434       $19,625  
Supplemental Ratios (%):                                         

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

     1.25 (c)      1.29       1.29       1.30       1.36  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R3    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $26.61       $27.10       $29.10       $23.75       $19.63  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.17 (c)      $0.18       $0.15       $0.13       $0.18  

Net realized and unrealized gain (loss)

     4.52       2.06       0.13       5.39       4.05  

Total from investment operations

     $4.69       $2.24       $0.28       $5.52       $4.23  
Less distributions declared to shareholders                                  

From net investment income

     $(0.16     $(0.14     $(0.13     $(0.17     $(0.11

From net realized gain

     (0.81     (2.59     (2.15            

Total distributions declared to shareholders

     $(0.97     $(2.73     $(2.28     $(0.17     $(0.11

Net asset value, end of period (x)

     $30.33       $26.61       $27.10       $29.10       $23.75  

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

     18.10 (c)      9.06       0.99       23.32       21.68  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.02 (c)      1.07       1.05       1.05       1.11  

Expenses after expense reductions (f)

     1.02 (c)      1.06       1.05       1.05       1.11  

Net investment income (loss)

     0.62 (c)      0.71       0.52       0.49       0.81  

Portfolio turnover

     46       68       53       48       58  

Net assets at end of period (000 omitted)

     $28,075       $77,217       $65,775       $68,977       $58,381  
Supplemental Ratios (%):                                         

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

     1.00 (c)      1.04       1.04       1.05       1.10  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R4    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $26.93       $27.39       $29.40       $23.99       $19.81  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.25 (c)      $0.23       $0.22       $0.20       $0.23  

Net realized and unrealized gain (loss)

     4.57       2.11       0.12       5.44       4.11  

Total from investment operations

     $4.82       $2.34       $0.34       $5.64       $4.34  
Less distributions declared to shareholders                                  

From net investment income

     $(0.23     $(0.21     $(0.20     $(0.23     $(0.16

From net realized gain

     (0.81     (2.59     (2.15            

Total distributions declared to shareholders

     $(1.04     $(2.80     $(2.35     $(0.23     $(0.16

Net asset value, end of period (x)

     $30.71       $26.93       $27.39       $29.40       $23.99  

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

     18.40 (c)      9.36       1.22       23.62       22.03  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     0.78 (c)      0.82       0.80       0.81       0.86  

Expenses after expense reductions (f)

     0.77 (c)      0.81       0.80       0.80       0.86  

Net investment income (loss)

     0.87 (c)      0.90       0.76       0.72       1.04  

Portfolio turnover

     46       68       53       48       58  

Net assets at end of period (000 omitted)

     $22,494       $15,799       $21,159       $19,706       $6,165  
Supplemental Ratios (%):                                         

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

     0.76 (c)      0.79       0.79       0.80       0.86  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R6    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13 (i)  

Net asset value, beginning of period

     $28.13       $28.49       $30.47       $24.84       $21.02  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.29 (c)      $0.58       $0.24       $0.23       $0.22  

Net realized and unrealized gain (loss)

     4.77       1.89       0.15       5.64       3.60  

Total from investment operations

     $5.06       $2.47       $0.39       $5.87       $3.82  
Less distributions declared to shareholders                                  

From net investment income

     $(0.26     $(0.24     $(0.22     $(0.24     $—  

From net realized gain

     (0.81     (2.59     (2.15            

Total distributions declared to shareholders

     $(1.07     $(2.83     $(2.37     $(0.24     $—  

Net asset value, end of period (x)

     $32.12       $28.13       $28.49       $30.47       $24.84  

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

     18.49 (c)      9.46       1.34       23.73       18.17 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     0.69 (c)      0.70       0.71       0.71       0.76 (a) 

Expenses after expense reductions (f)

     0.68 (c)      0.69       0.70       0.71       0.76 (a) 

Net investment income (loss)

     0.97 (c)      2.10       0.82       0.80       1.39 (a) 

Portfolio turnover

     46       68       53       48       58  

Net assets at end of period (000 omitted)

     $393,153       $300,078       $6,198       $2,492       $119  
Supplemental Ratios (%):                                         

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

     0.66 (c)      0.68       0.69       0.71       0.75 (a) 

 

(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. See Note 2 in the Notes to Financial Statements for additional information.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(i) For the period from the class inception, January 2, 2013, 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. Excluding the effect of the proceeds received from a non-recurring litigation settlement against Household International, Inc., the total return for the year ended August 31, 2017 would have been lower by approximately 0.72%.
(t) Total returns do not include any applicable sales charges.
(w) Per share amount was less than $0.01.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.

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 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 held 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

 

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third-party pricing service. Equity securities held 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. 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. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a

third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

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 halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis 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

 

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investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2017 in valuing the fund’s assets or liabilities:

 

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

United States

     $1,638,309,306        $—        $—        $1,638,309,306  

Canada

     29,725,375                      29,725,375  

Cayman Islands

                   67,353        67,353  
Mutual Funds      28,950,776                      28,950,776  
Total      $1,696,985,457        $—        $67,353        $1,697,052,810  
Short Sales      $(4,803,892      $—        $—        $(4,803,892

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 fund’s policy is to recognize transfers between the levels as of the end of the period. The table presents the activity of level 3 securities held at the beginning and the end of the period.

 

     Investments
in Securities
 
Balance as of 8/31/16      $106,800  

Change in unrealized appreciation (depreciation)

     (39,447
Balance as of 8/31/17      $67,353  

The net change in unrealized appreciation (depreciation) from investments still held as level 3 at August 31, 2017 is $(39,447). At August 31, 2017, 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 foreign denominated receivables and payables. Gains and losses attributable to foreign

 

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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 for different purposes, 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 were purchased options. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. 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 August 31, 2017 as reported in the Statement of Assets and Liabilities:

 

           Fair Value (a)  
Risk   Derivative Contracts      Asset Derivatives  
Equity   Purchased Equity Options        $74,841  

 

(a) The value of purchased options outstanding is included in investments in unaffiliated issuers, at value, within the fund’s Statement of Assets and Liabilities.

There is no realized gain (loss) from derivative transactions during the period.

The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended August 31, 2017 as reported in the Statement of Operations:

 

Risk    Investments
(Purchased Options)
 
Equity      $(627,125

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 certain deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA

 

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Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one 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 or deposits with brokers for cleared derivatives, respectively. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense or “Interest expense” if broken out separately in the in the Statement of Operations.

Purchased Options – The fund purchased call options for a premium. Purchased call options entitle the holder to buy a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing call options may hedge against an anticipated increase in the dollar cost of securities or currency to be acquired or increase the fund’s exposure to an underlying instrument.

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 options which have expired are treated as realized losses on investments in the Statement of Operations.

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.

 

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Short Sales – The fund entered into short sales whereby it sells a security it does not own in anticipation of a decline in the value of that security. The fund will realize a gain if the security price decreases and a loss if the security price increases between the date of the short sale and the date on which the fund replaces the borrowed security. Losses from short sales can exceed the proceeds of the security sold; and they can also exceed the potential loss from an ordinary buy and sell transaction. The amount of any premium, dividends, or interest the fund may be required to pay in connection with a short sale will be recognized as a fund expense. During the year ended August 31, 2017, this expense amounted to $211,184. 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, State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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 $2,115,870. The fair value of the fund’s investment securities on loan and a related liability of $2,131,661 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. The collateral on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.

 

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

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

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

gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations. On May 3, 2017, the fund received $11,579,893 from a non-recurring litigation settlement against Household International, Inc.

Reimbursement of Expenses by Custodian – In December 2015, the fund’s custodian (or former custodian), State Street Bank and Trust Company, announced that it intended to reimburse its asset servicing clients for expense amounts that it billed in error during the period 1998 through 2015. The amount of this one-time reimbursement attributable to the fund is reflected as “Reimbursement of custodian 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

 

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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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

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

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
Ordinary income (including any short-term capital gains)      $9,436,061        $31,546,985  
Long-term capital gains      45,657,548        93,676,080  
Total distributions      $55,093,609        $125,223,065  

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

 

As of 8/31/17       
Cost of investments      $1,310,337,760  
Gross appreciation      415,321,630  
Gross depreciation      (33,410,472
Net unrealized appreciation (depreciation)      $381,911,158  
Undistributed ordinary income      63,292,413  
Undistributed long-term capital gain      51,311,988  
Other temporary differences      420,805  

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. The fund’s distributions declared to

 

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shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     From net investment
income
     From net realized gain on
investments
 
     Year
ended
8/31/17
     Year
ended
8/31/16
     Year
ended
8/31/17
     Year
ended
8/31/16
 
Class A      $5,449,582        $4,837,428        $27,694,528        $90,892,526  
Class B                    945,376        3,440,854  
Class C                    2,955,565        9,325,733  
Class I      754,522        201,876        2,519,538        2,740,510  
Class R1                    96,384        335,219  
Class R2      52,754        34,231        473,485        1,562,467  
Class R3      410,529        378,052        2,119,784        6,813,962  
Class R4      134,267        159,292        482,870        1,970,391  
Class R6      2,634,407        210,997        8,370,018        2,319,527  
Total      $9,436,061        $5,821,876        $45,657,548        $119,401,189  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. For the period September 1, 2016 to December 28, 2016, the management fee was computed daily and paid monthly at the following annual rates:

 

First $500 million of average daily net assets      0.65
Average daily net assets in excess of $500 million      0.55

The investment adviser had agreed in writing to reduce its management fee to 0.50% of average daily net assets in excess of $2.5 billion. This written agreement terminated on December 28, 2016. For the period September 1, 2016 to December 28, 2016, the fund’s average daily net assets did not exceed $2.5 billion and therefore, the management fee was not reduced in accordance with this agreement.

Effective December 29, 2016, the management fee is computed daily and paid monthly at the following annual rates:

 

First $500 million of average daily net assets      0.65
Next $2 billion of average daily net assets      0.55
Average daily net assets in excess of $2.5 billion      0.50

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2017, this management fee reduction amounted to $120,128, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.57% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $232,426 for the year ended August 31, 2017, as its portion of the initial sales charge on sales of Class A shares of the fund.

 

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

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.24%        $2,384,950  
Class B      0.75%        0.25%        1.00%        1.00%        282,786  
Class C      0.75%        0.25%        1.00%        1.00%        904,797  
Class R1      0.75%        0.25%        1.00%        1.00%        30,301  
Class R2      0.25%        0.25%        0.50%        0.50%        78,299  
Class R3             0.25%        0.25%        0.25%        119,420  
Total Distribution and Service Fees              $3,800,553  

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2017 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 MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2017, this rebate amounted to $53,314, $548, $2,414, and $287 for Class A, Class B, Class C, and Class R2, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2017, were as follows:

 

     Amount  
Class A      $6,198  
Class B      33,185  
Class C      7,444  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2017, the fee was $405,411, which equated to 0.0256% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs

 

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which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2017, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,423,691.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.0164% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. Effective January 1, 2002, accrued benefits under the DB Plan for then-current independent Trustees who continued were credited to an unfunded retirement deferral plan (the “Retirement Deferral plan”), which was established for and exists solely with respect to these credited amounts, and is not available for other deferrals by these or other independent Trustees. Although the Retirement Deferral plan is unfunded, amounts deferred under the plan are periodically adjusted for investment experience as if they had been invested in shares of the fund. The DB plan resulted in a pension expense of $5,006 and the Retirement Deferral plan resulted in an expense of $8,524. Both amounts are included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2017. The liability for deferred retirement benefits payable to certain independent Trustees under both plans amounted to $63,987 at August 31, 2017, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2017, the fee paid by the fund under this agreement was $2,851 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

 

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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.

On September 9, 2015, MFS redeemed 5,198 shares each of Class R6 for an aggregate amount of $149,960.

On March 16, 2016, MFS redeemed 5,080 shares each of Class I for an aggregate amount of $130,053.

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. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction. During the year ended August 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $4,044,521 and $7,618,516, respectively. The sales transactions resulted in net realized gains (losses) of $717,813.

(4) Portfolio Securities

For the year ended August 31, 2017, purchases and sales of investments, other than purchased option transactions, short sales, and short-term obligations, aggregated $720,034,548 and $839,529,469, respectively.

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     3,357,595        $94,400,704        3,602,883        $91,608,281  

Class B

     95,846        2,400,880        99,638        2,294,543  

Class C

     480,958        11,980,396        444,615        10,149,560  

Class I

     4,772,073        140,194,056        1,937,682        51,360,121  

Class R1

     23,034        567,562        18,909        430,724  

Class R2

     89,273        2,442,270        110,868        2,776,509  

Class R3

     191,563        5,328,845        645,573        16,350,991  

Class R4

     212,581        5,900,365        139,594        3,632,945  

Class R6

     3,248,472        99,927,167        13,414,972        362,811,859  
     12,471,395        $363,142,245        20,414,734        $541,415,533  

 

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Notes to Financial Statements – continued

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares issued to shareholders in reinvestment of distributions            

Class A

     1,190,197        $31,992,477        3,680,296        $91,308,144  

Class B

     38,514        928,598        149,513        3,344,607  

Class C

     111,646        2,662,764        384,993        8,519,904  

Class I

     109,935        3,106,763        100,168        2,608,371  

Class R1

     4,043        96,384        15,155        335,219  

Class R2

     18,727        492,514        61,784        1,500,738  

Class R3

     94,520        2,530,313        291,057        7,192,014  

Class R4

     22,806        617,137        85,323        2,129,683  

Class R6

     347,084        9,815,545        19,790        515,529  
     1,937,472        $52,242,495        4,788,079        $117,454,209  
Shares reacquired            

Class A

     (7,870,881      $(218,624,140      (6,784,949      $(173,381,880

Class B

     (401,042      (10,025,074      (365,426      (8,386,396

Class C

     (1,006,239      (25,363,246      (666,933      (15,103,026

Class I

     (3,273,067      (99,289,452      (1,590,445      (42,872,281

Class R1

     (35,410      (879,157      (58,470      (1,365,455

Class R2

     (163,032      (4,397,972      (176,105      (4,439,122

Class R3

     (2,261,578      (61,620,126      (462,335      (11,719,670

Class R4

     (89,437      (2,544,126      (410,675      (10,249,449

Class R6

     (2,022,353      (59,184,652      (2,984,209      (81,842,272
     (17,123,039      $(481,927,945      (13,499,547      $(349,359,551
Net change            

Class A

     (3,323,089      $(92,230,959      498,230        $9,534,545  

Class B

     (266,682      (6,695,596      (116,275      (2,747,246

Class C

     (413,635      (10,720,086      162,675        3,566,438  

Class I

     1,608,941        44,011,367        447,405        11,096,211  

Class R1

     (8,333      (215,211      (24,406      (599,512

Class R2

     (55,032      (1,463,188      (3,453      (161,875

Class R3

     (1,975,495      (53,760,968      474,295        11,823,335  

Class R4

     145,950        3,973,376        (185,758      (4,486,821

Class R6

     1,573,203        50,558,060        10,450,553        281,485,116  
     (2,714,172      $(66,543,205      11,703,266        $309,510,191  

(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 syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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

 

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Notes to Financial Statements – continued

 

participating funds at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2017, the fund’s commitment fee and interest expense were $10,594 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

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

 

Affiliated Issuer          Beginning
Shares/Par
Amount
    Acquisitions
Shares/Par
Amount
    Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money
Market Portfolio
      10,178,267       241,490,355       (224,849,507     26,819,115  
Affiliated Issuer   Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
    Capital Gain
Distributions
    Dividend
Income
    Ending
Value
 
MFS Institutional Money
Market Portfolio
    $698       $1,647       $—       $113,205       $26,819,115  

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Core Equity Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Core Equity Fund (one of the series constituting the MFS Series Trust I) at August 31, 2017, 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 periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2017

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

At a special meeting of shareholders of MFS Series Trust I, which was held on March 23, 2017, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Dollars  

Nominee

   For      Withheld Authority  
Steven E. Buller      40,448,016,134.453        372,137,248.376  
John A. Caroselli      40,455,058,441.389        365,094,941.560  
Maureen R. Goldfarb      40,458,621,672.449        361,531,746.940  
David H. Gunning      40,369,558,961.219        450,594,312.051  
Michael Hegarty      40,379,783,468.714        440,369,950.676  
John P. Kavanaugh      40,453,732,784.104        366,420,708.405  
Robert J. Manning      40,424,010,964.586        396,142,308.684  
Clarence Otis, Jr.      40,441,919,324.712        378,234,043.007  
Maryanne L. Roepke      40,471,040,575.143        349,112,917.026  
Robin A. Stelmach      40,459,908,730.475        360,244,615.574  
Laurie J. Thomsen      40,426,270,790.416        393,882,628.973  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2017, 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 53)
  Trustee   February 2004   136   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 56)

  Trustee   January 2014   136   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 75)
  Trustee and Chair of Trustees   January 2004   136   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman (until 2013)

 

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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)

Steven E. Buller

(age 66)

  Trustee   February 2014   136   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

John A. Caroselli

(age 63)

  Trustee   March 2017   136   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 62)

  Trustee   January 2009   136   Private investor   N/A
Michael Hegarty
(age 72)
  Trustee   December 2004   136   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 62)

  Trustee and Vice Chair of Trustees   January 2009   136   Private investor   N/A

Clarence Otis, Jr.

(age 61)

  Trustee   March 2017   136   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

 

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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)

Maryanne L. Roepke

(age 61)

  Trustee   May 2014   136   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 60)
  Trustee   March 2005   136   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

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 43)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 49)

  Assistant Treasurer   January 2012   136  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 50)

  Assistant Treasurer   April 2017   136   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 58)

  Assistant Secretary and Assistant Clerk   September 2012   136   Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

 

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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

Ethan D. Corey (k)
(age 53)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k)
(age 49)
  President   July 2005   136   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 50)

  Secretary and Clerk   April 2017   136   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 44)

  Assistant Secretary and Assistant Clerk   June 2006   136   Massachusetts Financial Services Company, Vice President and Senior Counsel
Susan A. Pereira (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 46)

  Assistant Treasurer   September 2012   136   Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)

Matthew A. Stowe (k)

(age 42)

  Assistant Secretary and Assistant Clerk   October 2014   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino
(age 73)
  Independent Senior Officer   June 2004   136   Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k)
(age 47)
  Assistant Secretary and Assistant Clerk   October 2007   136   Massachusetts Financial Services Company, Senior Vice President and Associate 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 50)

  Chief Compliance Officer   July 2015   136   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost (k)
(age 57)
  Treasurer   September 1990   136   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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee 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. 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, Kavanaugh and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

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

 

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Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
 

State Street Bank and Trust Company

1 Lincoln Street
Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
 

Ernst & Young LLP

200 Claredon Street
Boston, MA 02116

Portfolio Manager(s)  

Joseph MacDougall

 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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 over the course of three months beginning in May and ending in July, 2017 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper 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 (the “Broadridge expense group”), (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) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory,

 

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Board Review of Investment Advisory Agreement – continued

 

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 performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2016, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for each of the one- and five-year periods ended December 31, 2016 relative to the Lipper 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 the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.

 

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Board Review of Investment Advisory Agreement – continued

 

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

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

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

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

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

 

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Board Review of Investment Advisory Agreement – continued

 

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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

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, 2017.

 

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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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), 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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

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 on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

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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 2017 income tax forms in January 2018. The following information is provided pursuant to provisions of the Internal Revenue Code.

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

The fund designates $66,768,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 99.99% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

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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 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2017

 

LOGO

 

MFS® LOW VOLATILITY GLOBAL EQUITY FUND

 

LOGO

 

LVO-ANN

 


Table of Contents

MFS® LOW VOLATILITY GLOBAL EQUITY FUND

 

CONTENTS

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Expense table     10  
Portfolio of investments     12  
Statement of assets and liabilities     17  
Statement of operations     19  
Statements of changes in net assets     20  
Financial highlights     21  
Notes to financial statements     27  
Report of independent registered public accounting firm     38  
Results of shareholder meeting     39  
Trustees and officers     40  
Board review of investment advisory agreement     46  
Proxy voting policies and information     50  
Quarterly portfolio disclosure     50  
Further information     50  
Information about fund contracts and legal claims     51  
Federal tax information     51  
MFS® privacy notice     52  
Contact information    back cover  

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Despite policy uncertainty accompanying a new presidential administration in the United States and unease over ongoing Brexit negotiations, most markets have proved

resilient. U.S. share prices have reached new highs in recent months although the U.S. Federal Reserve has continued to gradually hike interest rates. However, rates in most developed markets remain very low, with major non-U.S. central banks just beginning to contemplate curbing accommodative monetary policies.

Globally, we’ve experienced a year-long synchronized upturn in economic growth. Despite better growth, there are few immediate signs of worrisome inflation amid muted wage gains around the world. Europe has benefited from diminishing event risks as populist challengers fell short of upsetting establishment

candidates in both the Dutch and French elections. Emerging market economies have been boosted in part by a weaker U.S. dollar and are recovering despite lingering concerns over the potential for restrictive U.S. trade policies that could hamper global trade growth. Looking ahead, markets will have to contend with issues involving geopolitical hot spots on the Korean peninsula and in the Middle East.

At MFS®, we believe time is an asset. A patient, long-term approach to investing can have a powerful impact on decision making and outcomes. Time arbitrage, as we call it, comes down to having the conviction and discipline to allow enough time for good investment ideas to play out. In our view, such an approach, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

October 17, 2017

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR     3.5%  
Johnson & Johnson     2.9%  
Roche Holding AG     2.4%  
Fisher & Paykel Healthcare Corp. Ltd.     2.4%  
Integra LifeSciences Holdings Corp.     2.2%  
Terumo Corp.     2.0%  
McDonald’s Corp.     2.0%  
Ross Stores, Inc.     1.9%  
Validus Holdings Ltd.     1.9%  
Lockheed Martin Corp.     1.9%  
Equity sectors  
Financial Services     18.0%  
Utilities & Communications     17.6%  
Health Care     15.9%  
Consumer Staples     13.5%  
Technology     11.7%  
Retailing     8.6%  
Leisure     3.6%  
Autos & Housing     2.9%  
Basic Materials     2.7%  
Industrial Goods & Services     2.7%  
Energy     2.6%  
Special Products & Services     1.1%  
Transportation     0.8%  
Issuer country weightings (x)  
United States     47.3%  
Japan     11.0%  
Canada     7.9%  
Switzerland     7.2%  
Hong Kong     4.4%  
Taiwan     3.5%  
United Kingdom     3.4%  
Germany     2.6%  
New Zealand     2.4%  
Other Countries     10.3%  
 

 

2


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Portfolio Composition – continued

 

Currency exposure weightings (y)  
United States Dollar     56.7%  
Japanese Yen     11.0%  
Swiss Franc     7.2%  
Euro     4.2%  
Taiwan Dollar     3.5%  
Hong Kong Dollar     3.4%  
British Pound Sterling     3.4%  
New Zealand Dollar     2.4%  
Israeli Shekel     1.6%  
Other Currencies     6.6%  
 

 

 

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

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

From time to time Cash & Cash Equivalents may be negative due to timing of cash receipts.

Percentages are based on net assets as of August 31, 2017.

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

 

3


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2017, Class A shares of the MFS Low Volatility Global Equity Fund (“fund”) provided a total return of 9.28%, at net asset value. This compares with a return of 17.11% for the fund’s benchmark, the MSCI All Country World Index (net div).

Market Environment

For the first time in many years, the global economy is experiencing a period of synchronized economic growth. The rebound in emerging markets (“EM”) economies has been more pronounced (despite the deceleration in Chinese growth at the end of the period), helped by larger economies such as Brazil and Russia emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US after the presidential elections in November in anticipation of lower taxes, a lighter regulatory burden and increased infrastructure spending, boosting US equities and corporate bond performance. Though hopes have largely faded for pro-growth US policies, market confidence persists. Globally, markets benefited from a reflation trade during the first half of the period as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. While this bump in global inflation faded in the second half of the period as commodity prices, particularly oil, leveled off or declined, global growth remained relatively resilient. As a result, there have been more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points during the second half of the period, bringing the total number of quarter-percent hikes in the federal funds rate to four since December 2015. The European Central Bank appears set to announce tapering of quantitative easing in the fall of 2017. The Bank of England may also begin reducing monetary accommodation. Markets have been comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections. European growth has reflected the calmer political economic backdrop.

In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. Demand for autos reached near-record territory in the first half of the period before tapering off at the end of the period, while the housing market continued its recovery amid relatively low mortgage rates and tight inventories. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, the US election resulted in a sell-off in EM assets due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action has so far been lacking on economic issues involving EM. As a result,

 

4


Table of Contents

Management Review – continued

 

emerging markets resumed their upward trajectory, powered by strong inflows throughout the first half of 2017.

Detractors from Performance

Stock selection and, to a lesser extent, the fund’s overweight position in the consumer staples sector detracted from performance relative to the MSCI All Country World Index. The fund’s overweight positions in global food company General Mills and instant noodle and food products company Toyo Suisan Kaisha (Japan) hindered relative results. Shares of General Mills declined after the company lowered its full year 2018 earnings guidance.

Weak security selection and, to a lesser extent, the fund’s underweight position in the financial services sector also detracted from relative performance. Here, holdings of insurance provider Validus (b) held back relative results.

Security selection and, to a lesser extent, the fund’s overweight position in the retailing sector further detracted from relative performance. The fund’s overweight positions in apparel and footwear producer ABC-Mart (Japan), apparel retailer Ross Stores and convenience store chain Lawson (Japan) weakened relative results. Although ABC-Mart’s reported fiscal year 2017 results were in line with expectations, the stock came under pressure as investors appeared to have been disappointed by management’s conservative earnings guidance for the year ahead.

An underweight position and security selection in the technology sector hurt relative results. Within this sector, not holding shares of strong-performing computer and personal electronics maker Apple held back relative performance.

Other top relative detractors for the period included the fund’s overweight positions in motor vehicle manufacturer Kia Motors (South Korea), telecommunications company KDDI (Japan) and pharmaceutical company Express Scripts.

During the reporting period, the fund’s currency exposure, resulting primarily from differences between the fund’s and the benchmark’s exposures to holdings of securities denominated in foreign currencies, also detracted from relative results. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for our portfolios to have different currency exposure than the benchmark.

Contributors to Performance

Security selection in the leisure sector contributed to relative performance. The fund’s overweight positions in fast food restaurant McDonald’s and broadband provider Charter Communications bolstered relative results. Shares of McDonald’s rose after the company reported strong earnings results attributed to better-than-expected same-store sales, both in the domestic and international markets. Restaurant-level margins also increased as food, paper and labor costs were all lower than projected.

Other top relative contributors for the period included the fund’s overweight positions in integrated circuits manufacturer Taiwan Semiconductor (Taiwan), digital media solutions provider Adobe Systems, biochemical product producer PTT Global Chemical (Thailand), insurance company Swiss Life Holding (Switzerland), investment banking services provider DBS Group (h) (Singapore), aerospace company Lockheed Martin and

 

5


Table of Contents

Management Review – continued

 

financial services company Credicorp (Peru). Shares of Taiwan Semiconductor Manufacturing rose as the company’s revenues exceeded company guidance and consensus analyst estimates. Management also reported favorable forward-looking guidance for the second half of 2017, which further benefited the stock. Not owning shares of poor-performing diversified industrial conglomerate General Electric was another area of relative strength over the reporting period.

Respectfully,

Portfolio Manager(s)

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

 

(b) Security is not a benchmark constituent.
(h) Security was not held in the portfolio at period end.

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

 

6


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/17

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

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

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

 

LOGO

 

7


Table of Contents

Performance Summary – continued

 

Total Returns through 8/31/17

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr    Life (t)     
    A    12/05/13   9.28%    8.24%    
    B    12/05/13   8.48%    7.38%    
    C    12/05/13   8.49%    7.38%    
    I    12/05/13   9.59%    8.47%    
    R1    12/05/13   8.47%    7.38%    
    R2    12/05/13   8.94%    7.91%    
    R3    12/05/13   9.24%    8.19%    
    R4    12/05/13   9.58%    8.46%    
    R6    12/05/13   9.63%    8.49%    
Comparative benchmark(s)             
     MSCI All Country World Index (net div) (f)   17.11%    7.34%     
Average annual with sales charge             
    A
With Initial Sales Charge (5.75%)
  3.00%    6.54%    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  4.48%    6.71%    
    C
With CDSC (1% for 12 months) (v)
  7.49%    7.38%    

CDSC – Contingent Deferred Sales Charge.

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

Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.

(f) Source: FactSet Research Systems Inc.
(t) For the period from the class inception date through the stated period end. (See Notes to Performance Summary.)
(v) Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

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

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.

 

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Table of Contents

Performance Summary – continued

 

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

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

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

 

9


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2017 through August 31, 2017

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2017 through August 31, 2017.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

10


Table of Contents

Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/17
   

Ending

Account Value
8/31/17

   

Expenses

Paid During
Period (p)

3/01/17-8/31/17

 
A   Actual     1.15%       $1,000.00       $1,074.03       $6.01  
  Hypothetical (h)     1.15%       $1,000.00       $1,019.41       $5.85  
B   Actual     1.93%       $1,000.00       $1,070.74       $10.07  
  Hypothetical (h)     1.93%       $1,000.00       $1,015.48       $9.80  
C   Actual     1.94%       $1,000.00       $1,070.08       $10.12  
  Hypothetical (h)     1.94%       $1,000.00       $1,015.43       $9.86  
I   Actual     0.88%       $1,000.00       $1,075.89       $4.60  
  Hypothetical (h)     0.88%       $1,000.00       $1,020.77       $4.48  
R1   Actual     1.93%       $1,000.00       $1,069.62       $10.07  
  Hypothetical (h)     1.93%       $1,000.00       $1,015.48       $9.80  
R2   Actual     1.44%       $1,000.00       $1,072.39       $7.52  
  Hypothetical (h)     1.44%       $1,000.00       $1,017.95       $7.32  
R3   Actual     1.15%       $1,000.00       $1,073.95       $6.01  
  Hypothetical (h)     1.15%       $1,000.00       $1,019.41       $5.85  
R4   Actual     0.93%       $1,000.00       $1,075.86       $4.87  
  Hypothetical (h)     0.93%       $1,000.00       $1,020.52       $4.74  
R6   Actual     0.90%       $1,000.00       $1,076.05       $4.71  
  Hypothetical (h)     0.90%       $1,000.00       $1,020.67       $4.58  

 

(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 184/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For Class A shares, this rebate reduced the expense ratio above by 0.04%. See Note 3 in the Notes to Financial Statements for additional information.

Changes to the fund’s fee arrangements occurred during the six month period. Had these fee changes been in effect throughout the entire six month period, the annualized expense ratios, the actual expenses paid during the period, and the hypothetical expenses paid during the period would have been approximately 0.92%, $4.81, and $4.69 for Class A, 1.71%, $8.93, and $8.69 for Class B, 1.71%, $8.92, and $8.69 for Class C, 0.71%, $3.71, and $3.62 for Class I, 1.71%, $8.92, and $8.69 for Class R1, 1.21%, $6.32, and $6.16 for Class R2, 0.96%, $5.02, and $4.89 for Class R3, 0.71%, $3.71, and $3.62 for Class R4, and 0.68%, $3.56, and $3.47 for Class R6, respectively. For further information about the fund’s fee arrangements and changes to those fee arrangements, please see Note 3 in the Notes to Financial Statements.

 

11


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/17

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

 

Common Stocks - 101.7%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 1.9%                 
Lockheed Martin Corp.      10,949     $ 3,343,715  
Alcoholic Beverages - 0.4%                 
Remy Cointreau S.A.      6,353     $ 725,512  
Apparel Manufacturers - 0.5%                 
Gildan Activewear, Inc.      29,471     $ 922,442  
Automotive - 2.3%                 
Kia Motors Corp.      70,580     $ 2,218,926  
USS Co. Ltd.      95,000       1,867,422  
    

 

 

 
             $ 4,086,348  
Business Services - 1.1%                 
Forrester Research, Inc.      47,607     $ 1,939,985  
Cable TV - 1.7%                 
Charter Communications, Inc., “A” (a)      5,469     $ 2,179,615  
Comcast Corp., “A”      18,603       755,468  
    

 

 

 
             $ 2,935,083  
Chemicals - 0.6%                 
Monsanto Co.      9,246     $ 1,083,631  
Computer Software - 1.6%                 
Adobe Systems, Inc. (a)      18,746     $ 2,908,629  
Computer Software - Systems - 1.6%                 
NICE Systems Ltd., ADR      36,684     $ 2,869,423  
Construction - 0.6%                 
Owens Corning      14,589     $ 1,081,483  
Consumer Products - 3.4%                 
Colgate-Palmolive Co.      11,872     $ 850,510  
Kimberly-Clark Corp.      16,440       2,026,888  
L’Oréal      3,484       735,564  
Procter & Gamble Co.      25,944       2,393,853  
    

 

 

 
             $ 6,006,815  

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Electronics - 5.0%                 
Kyocera Corp.      44,900     $ 2,695,593  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR      168,724       6,237,726  
    

 

 

 
             $ 8,933,319  
Energy - Independent - 0.5%                 
Occidental Petroleum Corp.      16,255     $ 970,424  
Energy - Integrated - 2.0%                 
Exxon Mobil Corp.      29,175     $ 2,226,928  
Royal Dutch Shell PLC, “B”      48,831       1,364,213  
    

 

 

 
             $ 3,591,141  
Food & Beverages - 8.1%                 
General Mills, Inc.      54,314     $ 2,892,764  
Marine Harvest      84,871       1,685,835  
Mondelez International, Inc.      25,932       1,054,395  
Nestle S.A.      38,426       3,259,769  
PepsiCo, Inc.      9,510       1,100,592  
Pinnacle Foods, Inc.      17,317       1,027,071  
Sligro Food Group N.V.      29,141       1,284,258  
Toyo Suisan Kaisha Ltd.      57,100       2,111,352  
    

 

 

 
             $ 14,416,036  
Food & Drug Stores - 3.7%                 
CVS Health Corp.      16,820     $ 1,300,859  
Dairy Farm International Holdings Ltd.      214,900       1,740,690  
Lawson, Inc.      36,200       2,433,420  
METRO, Inc., “A”      34,357       1,134,090  
    

 

 

 
             $ 6,609,059  
Insurance - 7.3%                 
AXIS Capital Holdings Ltd.      10,389     $ 625,833  
Beazley PLC      218,463       1,443,548  
Everest Re Group Ltd.      3,326       839,748  
Intact Financial Corp.      25,296       2,085,261  
Swiss Life Holding AG      4,094       1,465,208  
Travelers Cos., Inc.      7,577       918,181  
Validus Holdings Ltd.      66,826       3,351,324  
XL Group Ltd.      22,464       920,125  
Zurich Insurance Group AG      4,336       1,297,251  
    

 

 

 
             $ 12,946,479  

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Internet - 2.2%                 
Alphabet, Inc., “A” (a)      1,351     $ 1,290,529  
Facebook, Inc., “A” (a)      14,942       2,569,576  
    

 

 

 
             $ 3,860,105  
Machinery & Tools - 0.8%                 
Schindler Holding AG      3,581     $ 767,024  
Schindler Holding AG      2,995       629,326  
    

 

 

 
             $ 1,396,350  
Major Banks - 2.4%                 
Bank of Nova Scotia      17,057     $ 1,059,922  
HSBC Holdings PLC, ADR      33,547       1,623,675  
Royal Bank of Canada      20,994       1,554,815  
    

 

 

 
             $ 4,238,412  
Medical & Health Technology & Services - 0.7%                 
Express Scripts Holding Co. (a)      19,495     $ 1,224,676  
Medical Equipment - 7.2%                 
Abbott Laboratories      19,534     $ 995,062  
Fisher & Paykel Healthcare Corp. Ltd.      506,905       4,283,782  
Integra LifeSciences Holdings Corp. (a)      78,084       3,981,503  
Terumo Corp.      93,600       3,618,502  
    

 

 

 
             $ 12,878,849  
Natural Gas - Distribution - 0.6%                 
Osaka Gas Co. Ltd.      250,000     $ 978,078  
Natural Gas - Pipeline - 1.2%                 
Enbridge, Inc.      53,129     $ 2,124,629  
Network & Telecom - 1.3%                 
VTech Holdings Ltd.      168,500     $ 2,368,463  
Other Banks & Diversified Financials - 3.4%                 
Banco de Oro Unibank, Inc.      301,520     $ 748,939  
Credicorp Ltd.      9,896       2,007,305  
Discover Financial Services      19,932       1,174,991  
Public Bank Berhad      189,400       914,672  
Sydbank A.S.      30,862       1,203,881  
    

 

 

 
             $ 6,049,788  
Pharmaceuticals - 8.0%                 
Johnson & Johnson      39,246     $ 5,194,993  
Merck & Co., Inc.      42,080       2,687,229  

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Pharmaceuticals - continued                 
Novartis AG      13,338     $ 1,125,235  
Pfizer, Inc.      29,882       1,013,597  
Roche Holding AG      17,020       4,321,779  
    

 

 

 
             $ 14,342,833  
Railroad & Shipping - 0.8%                 
Canadian National Railway Co.      18,374     $ 1,488,110  
Real Estate - 4.9%                 
AvalonBay Communities, Inc., REIT      14,606     $ 2,741,985  
Grand City Properties S.A.      139,126       3,030,894  
Public Storage, Inc., REIT      6,074       1,247,235  
Starwood Property Trust, Inc., REIT      35,620       791,120  
Store Capital Corp., REIT      38,360       973,577  
    

 

 

 
             $ 8,784,811  
Restaurants - 2.0%                 
McDonald’s Corp.      21,862     $ 3,497,264  
Specialty Chemicals - 2.1%                 
PTT Global Chemical PLC      924,600     $ 2,130,158  
Symrise AG      23,154       1,692,411  
    

 

 

 
             $ 3,822,569  
Specialty Stores - 4.4%                 
ABC-MART, Inc.      59,900     $ 3,078,501  
Home Depot, Inc.      8,681       1,301,022  
Ross Stores, Inc.      58,292       3,407,167  
    

 

 

 
             $ 7,786,690  
Telecommunications - Wireless - 3.6%                 
KDDI Corp.      105,600     $ 2,850,004  
SBA Communications Corp., REIT (a)      13,510       2,074,461  
Vodafone Group PLC      541,467       1,550,179  
    

 

 

 
             $ 6,474,644  
Telephone Services - 4.4%                 
BCE, Inc.      16,440     $ 781,886  
HKT Trust and HKT Ltd.      908,000       1,171,875  
TDC A.S.      194,625       1,159,523  
TELUS Corp.      79,767       2,885,970  
Verizon Communications, Inc.      38,833       1,862,819  
    

 

 

 
             $ 7,862,073  

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Tobacco - 1.6%                 
Altria Group, Inc.      35,883     $ 2,274,982  
British American Tobacco      63,700       659,002  
    

 

 

 
             $ 2,933,984  
Utilities - Electric Power - 7.8%                 
Alliant Energy Corp.      46,400     $ 1,983,136  
American Electric Power Co., Inc.      24,682       1,817,336  
CLP Holdings Ltd.      237,000       2,503,025  
Duke Energy Corp.      9,378       818,699  
PG&E Corp.      37,881       2,666,065  
WEC Energy Group, Inc.      28,076       1,831,117  
Xcel Energy, Inc.      47,000       2,326,500  
    

 

 

 
             $ 13,945,878  
Total Common Stocks (Identified Cost, $165,265,260)            $ 181,427,730  
Investment Companies (h) - 1.1%                 
Money Market Funds - 1.1%                 
MFS Institutional Money Market Portfolio, 1.11% (v)
(Identified Cost, $1,955,606)
     1,955,613     $ 1,955,613  
Other Assets, Less Liabilities - (2.8)%              (5,034,015
Net Assets - 100.0%            $ 178,349,328  

 

(a) Non-income producing security.
(h) 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $1,955,613 and $181,427,730, respectively.
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

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

 

ADR   American Depositary Receipt
PLC   Public Limited Company
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/17

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, $165,265,260)

     $181,427,730  

Investments in affiliated issuers, at value (identified cost, $1,955,606)

     1,955,613  

Foreign currency, at value (identified cost, $10,315)

     10,326  

Receivables for

  

Fund shares sold

     568,305  

Interest and dividends

     484,967  

Receivable from investment adviser

     15,483  

Receivable from distributor

     360  

Other assets

     143  

Total assets

     $184,462,927  
Liabilities         

Payables for

  

Investments purchased

     $1,570,955  

Fund shares reacquired

     4,384,456  

Payable to affiliates

  

Shareholder servicing costs

     8,475  

Payable for independent Trustees’ compensation

     13  

Deferred country tax expense payable

     42,608  

Accrued expenses and other liabilities

     107,092  

Total liabilities

     $6,113,599  

Net assets

     $178,349,328  
Net assets consist of         

Paid-in capital

     $163,441,774  

Unrealized appreciation (depreciation) (net of $42,608 deferred country tax)

     16,122,830  

Accumulated net realized gain (loss)

     (2,151,853

Undistributed net investment income

     936,577  

Net assets

     $178,349,328  

Shares of beneficial interest outstanding

     13,920,943  

 

17


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $9,214,916        719,068        $12.82  

Class B

     349,695        27,477        12.73  

Class C

     1,923,593        151,334        12.71  

Class I

     97,951,592        7,642,042        12.82  

Class R1

     67,832        5,307        12.78  

Class R2

     60,937        4,756        12.81  

Class R3

     150,621        11,745        12.82  

Class R4

     61,542        4,801        12.82  

Class R6

     68,568,600        5,354,413        12.81  

 

(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 $13.60 [100 / 94.25 x $12.82]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/17

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

     $3,088,960  

Dividends from affiliated issuers

     13,298  

Income on securities loaned

     804  

Interest

     41  

Foreign taxes withheld

     (169,593

Total investment income

     $2,933,510  

Expenses

  

Management fee

     683,050  

Distribution and service fees

     43,389  

Shareholder servicing costs

     27,938  

Administrative services fee

     26,725  

Independent Trustees’ compensation

     2,283  

Custodian fee

     42,498  

Shareholder communications

     20,453  

Audit and tax fees

     53,844  

Legal fees

     1,478  

Registration fees

     139,729  

Miscellaneous

     17,648  

Total expenses

     $1,059,035  

Reduction of expenses by investment adviser and distributor

     (33,526

Net expenses

     $1,025,509  

Net investment income (loss)

     $1,908,001  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers (net of $794 country tax)

     $(332,723

Affiliated issuers

     2,704  

Foreign currency

     (12,483

Net realized gain (loss)

     $(342,502

Change in unrealized appreciation (depreciation)

  

Unaffiliated issuers (net of $41,008 increase in deferred country tax)

     10,190,016  

Affiliated issuers

     7  

Translation of assets and liabilities in foreign currencies

     2,990  

Net unrealized gain (loss)

     $10,193,013  

Net realized and unrealized gain (loss)

     $9,850,511  

Change in net assets from operations

     $11,758,512  

See Notes to Financial Statements

 

19


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Year ended  
     8/31/17      8/31/16  
Change in net assets              
From operations                  

Net investment income (loss)

     $1,908,001        $885,961  

Net realized gain (loss)

     (342,502      (893,725

Net unrealized gain (loss)

     10,193,013        6,082,464  

Change in net assets from operations

     $11,758,512        $6,074,700  
Distributions declared to shareholders                  

From net investment income

     $(1,436,284      $(882,213

Change in net assets from fund share transactions

     $101,951,299        $25,075,711  

Total change in net assets

     $112,273,527        $30,268,198  
Net assets                  

At beginning of period

     66,075,801        35,807,603  

At end of period (including undistributed net investment income of $936,577 and $173,978, respectively)

     $178,349,328        $66,075,801  

See Notes to Financial Statements

 

20


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $11.87       $10.75       $10.92       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.19       $0.18       $0.19       $0.15  

Net realized and unrealized gain (loss)

     0.91       1.11       (0.22     0.86  

Total from investment operations

     $1.10       $1.29       $(0.03     $1.01  
Less distributions declared to shareholders                                 

From net investment income

     $(0.15     $(0.17     $(0.12     $(0.09

From net realized gain

                 (0.02      

Total distributions declared to shareholders

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

Net asset value, end of period (x)

     $12.82       $11.87       $10.75       $10.92  

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

     9.36       12.12       (0.36     10.13 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.23       1.51       1.88       5.81 (a) 

Expenses after expense reductions (f)

     1.17       1.19       1.23       1.22 (a) 

Net investment income (loss)

     1.55       1.56       1.65       1.86 (a) 

Portfolio turnover

     24       28       61       28 (n) 

Net assets at end of period (000 omitted)

     $9,215       $7,473       $3,981       $800  

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class B    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $11.79       $10.70       $10.91       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.09       $0.07       $0.08       $0.06  

Net realized and unrealized gain (loss)

     0.91       1.12       (0.20     0.89  

Total from investment operations

     $1.00       $1.19       $(0.12     $0.95  
Less distributions declared to shareholders                                 

From net investment income

     $(0.06     $(0.10     $(0.07     $(0.04

From net realized gain

                 (0.02      

Total distributions declared to shareholders

     $(0.06     $(0.10     $(0.09     $(0.04

Net asset value, end of period (x)

     $12.73       $11.79       $10.70       $10.91  

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

     8.48       11.16       (1.16     9.50 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.98       2.33       2.68       6.87 (a) 

Expenses after expense reductions (f)

     1.96       1.98       2.01       2.07 (a) 

Net investment income (loss)

     0.73       0.65       0.74       0.80 (a) 

Portfolio turnover

     24       28       61       28 (n) 

Net assets at end of period (000 omitted)

     $350       $341       $446       $116  
Class C    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $11.78       $10.69       $10.91       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.09       $0.08       $0.10       $0.06  

Net realized and unrealized gain (loss)

     0.91       1.11       (0.23     0.89  

Total from investment operations

     $1.00       $1.19       $(0.13     $0.95  
Less distributions declared to shareholders                                 

From net investment income

     $(0.07     $(0.10     $(0.07     $(0.04

From net realized gain

                 (0.02      

Total distributions declared to shareholders

     $(0.07     $(0.10     $(0.09     $(0.04

Net asset value, end of period (x)

     $12.71       $11.78       $10.69       $10.91  

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

     8.49       11.22       (1.23     9.50 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.98       2.23       2.66       6.85 (a) 

Expenses after expense reductions (f)

     1.96       1.99       2.00       2.07 (a) 

Net investment income (loss)

     0.76       0.74       0.89       0.82 (a) 

Portfolio turnover

     24       28       61       28 (n) 

Net assets at end of period (000 omitted)

     $1,924       $1,554       $453       $130  

See Notes to Financial Statements

 

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Class I    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $11.87       $10.76       $10.93       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.23       $0.21       $0.24       $0.14  

Net realized and unrealized gain (loss)

     0.90       1.10       (0.25     0.89  

Total from investment operations

     $1.13       $1.31       $(0.01     $1.03  
Less distributions declared to shareholders                                 

From net investment income

     $(0.18     $(0.20     $(0.14     $(0.10

From net realized gain

                 (0.02      

Total distributions declared to shareholders

     $(0.18     $(0.20     $(0.16     $(0.10

Net asset value, end of period (x)

     $12.82       $11.87       $10.76       $10.93  

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

     9.59       12.34       (0.18     10.29 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     0.94       1.17       1.63       5.85 (a) 

Expenses after expense reductions (f)

     0.90       0.98       1.00       1.07 (a) 

Net investment income (loss)

     1.87       1.86       2.10       1.81 (a) 

Portfolio turnover

     24       28       61       28 (n) 

Net assets at end of period (000 omitted)

     $97,952       $10,669       $2,685       $138  
Class R1    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $11.84       $10.70       $10.91       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.09       $0.08       $0.07       $0.06  

Net realized and unrealized gain (loss)

     0.91       1.12       (0.19     0.89  

Total from investment operations

     $1.00       $1.20       $(0.12     $0.95  
Less distributions declared to shareholders                                 

From net investment income

     $(0.06     $(0.06     $(0.07     $(0.04

From net realized gain

                 (0.02      

Total distributions declared to shareholders

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

Net asset value, end of period (x)

     $12.78       $11.84       $10.70       $10.91  

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

     8.47       11.24       (1.22     9.50 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.98       2.31       2.69       6.89 (a) 

Expenses after expense reductions (f)

     1.96       1.99       2.01       2.07 (a) 

Net investment income (loss)

     0.75       0.69       0.66       0.79 (a) 

Portfolio turnover

     24       28       61       28 (n) 

Net assets at end of period (000 omitted)

     $68       $56       $108       $109  

See Notes to Financial Statements

 

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Class R2    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $11.87       $10.74       $10.92       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.15       $0.13       $0.13       $0.10  

Net realized and unrealized gain (loss)

     0.90       1.13       (0.20     0.89  

Total from investment operations

     $1.05       $1.26       $(0.07     $0.99  
Less distributions declared to shareholders                                 

From net investment income

     $(0.11     $(0.13     $(0.09     $(0.07

From net realized gain

                 (0.02      

Total distributions declared to shareholders

     $(0.11     $(0.13     $(0.11     $(0.07

Net asset value, end of period (x)

     $12.81       $11.87       $10.74       $10.92  

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

     8.94       11.83       (0.71     9.89 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.49       1.79       2.19       6.39 (a) 

Expenses after expense reductions (f)

     1.47       1.49       1.51       1.57 (a) 

Net investment income (loss)

     1.24       1.20       1.16       1.29 (a) 

Portfolio turnover

     24       28       61       28 (n) 

Net assets at end of period (000 omitted)

     $61       $72       $112       $110  
Class R3    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $11.88       $10.76       $10.92       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.19       $0.16       $0.16       $0.12  

Net realized and unrealized gain (loss)

     0.90       1.12       (0.19     0.88  

Total from investment operations

     $1.09       $1.28       $(0.03     $1.00  
Less distributions declared to shareholders                                 

From net investment income

     $(0.15     $(0.16     $(0.11     $(0.08

From net realized gain

                 (0.02      

Total distributions declared to shareholders

     $(0.15     $(0.16     $(0.13     $(0.08

Net asset value, end of period (x)

     $12.82       $11.88       $10.76       $10.92  

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

     9.24       12.05       (0.34     10.04 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.21       1.56       1.94       6.14 (a) 

Expenses after expense reductions (f)

     1.18       1.24       1.26       1.32 (a) 

Net investment income (loss)

     1.55       1.44       1.41       1.54 (a) 

Portfolio turnover

     24       28       61       28 (n) 

Net assets at end of period (000 omitted)

     $151       $56       $110       $110  

See Notes to Financial Statements

 

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Class R4    Year ended  
     8/31/17      8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $11.87        $10.76       $10.93       $10.00  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.21        $0.19       $0.19       $0.14  

Net realized and unrealized gain (loss)

     0.92        1.12       (0.20     0.89  

Total from investment operations

     $1.13        $1.31       $(0.01     $1.03  
Less distributions declared to shareholders                           

From net investment income

     $(0.18      $(0.20     $(0.14     $(0.10

From net realized gain

                  (0.02      

Total distributions declared to shareholders

     $(0.18      $(0.20     $(0.16     $(0.10

Net asset value, end of period (x)

     $12.82        $11.87       $10.76       $10.93  

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

     9.58        12.32       (0.18     10.29 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     0.98        1.31       1.69       5.89 (a) 

Expenses after expense reductions (f)

     0.96        0.99       1.02       1.07 (a) 

Net investment income (loss)

     1.74        1.69       1.66       1.79 (a) 

Portfolio turnover

     24        28       61       28 (n) 

Net assets at end of period (000 omitted)

     $62        $56       $110       $110  
Class R6    Year ended  
     8/31/17      8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $11.86        $10.76       $10.92       $10.00  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.21        $0.20       $0.20       $0.14  

Net realized and unrealized gain (loss)

     0.92        1.11       (0.20     0.88  

Total from investment operations

     $1.13        $1.31       $0.00       $1.02  
Less distributions declared to shareholders                           

From net investment income

     $(0.18      $(0.21     $(0.14     $(0.10

From net realized gain

                  (0.02      

Total distributions declared to shareholders

     $(0.18      $(0.21     $(0.16     $(0.10

Net asset value, end of period (x)

     $12.81        $11.86       $10.76       $10.92  

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

     9.63        12.37       (0.09     10.21 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     0.94        1.21       1.63       5.88 (a) 

Expenses after expense reductions (f)

     0.92        0.93       0.97       1.06 (a) 

Net investment income (loss)

     1.77        1.76       1.790       1.80 (a) 

Portfolio turnover

     24        28       61       28 (n) 

Net assets at end of period (000 omitted)

     $68,569        $45,799       $27,802       $5,966  

See Notes to Financial Statements

 

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(a) Annualized.
(c) For the period from the commencement of the fund’s investment operations, December 5, 2013, through the stated period end.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(n) Not annualized.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. All of the risks of investing in foreign securities previously described are heightened when investing in emerging markets countries.

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.

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 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

 

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Notes to Financial Statements – continued

 

offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

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

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 halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis 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

 

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Notes to Financial Statements – continued

 

quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2017 in valuing the fund’s assets or liabilities:

 

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

United States

     $87,538,662        $—        $—        $87,538,662  

Japan

     19,632,871                      19,632,871  

Canada

     11,951,866        2,085,261               14,037,127  

Switzerland

     12,865,591                      12,865,591  

Hong Kong

     7,784,053                      7,784,053  

Taiwan

     6,237,726                      6,237,726  

United Kingdom

     5,981,615                      5,981,615  

Germany

     4,723,305                      4,723,305  

New Zealand

     4,283,782                      4,283,782  

Other Countries

     15,298,167        3,044,830               18,342,997  
Mutual Funds      1,955,613                      1,955,613  
Total      $178,253,252        $5,130,091        $—        $183,383,343  

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

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

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities

 

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Notes to Financial Statements – continued

 

of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2017, there were no securities on loan or collateral outstanding.

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

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

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

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code,

 

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Notes to Financial Statements – continued

 

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

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

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

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
Ordinary income (including any short-term capital gains)      $1,436,284        $882,213  

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

 

As of 8/31/17       
Cost of investments      $168,181,065  
Gross appreciation      17,010,644  
Gross depreciation      (1,808,366
Net unrealized appreciation (depreciation)      $15,202,278  
Undistributed ordinary income      952,058  
Capital loss carryforwards      (1,191,654
Other temporary differences      (55,128

 

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As of August 31, 2017, 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      $(970,650
Long-Term      (221,004
Total      $(1,191,654

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) 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. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     From net investment
income
 
     Year
ended
8/31/17
     Year
ended
8/31/16
 
Class A      $102,130        $82,410  
Class B      1,407        3,365  
Class C      10,810        6,103  
Class I      588,856        84,191  
Class R1      288        279  
Class R2      665        699  
Class R3      901        763  
Class R4      834        928  
Class R6      730,393        703,475  
Total      $1,436,284        $882,213  

(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:

 

     Effective
Commencement
of Period
     Effective
8/01/17
 
First $1 billion of average daily net assets      0.65%        0.55%  
Next $1.5 billion of average daily net assets      0.60%        0.525%  
Average daily net assets in excess of $2.5 billion      0.55%        0.50%  

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2017, this management fee reduction amounted to $8,237, which is included in the reduction of total expenses in

 

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Notes to Financial Statements – continued

 

the Statement of Operations. The management fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.63% of the fund’s average daily net assets.

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

Classes  
A   B     C     I     R1     R2     R3     R4     R6  
1.24%     1.99%       1.99%       0.99%       1.99%       1.49%       1.24%       0.99%       0.95%  

This written agreement terminated on July 31, 2017. For the period September 1, 2016 through July 31, 2017, this reduction amounted to $93, which is included in the reduction of total expenses in the Statement of Operations. Effective August 1, 2017, the investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total fund operating expenses do not exceed the following rates annually of each class’s average daily net assets:

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

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2018. For the period August 1, 2017 through August 31, 2017, this reduction amounted to $21,697, 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 $9,516 for the year ended August 31, 2017, 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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Notes to Financial Statements – continued

 

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.21%        $20,311  
Class B      0.75%        0.25%        1.00%        1.00%        3,058  
Class C      0.75%        0.25%        1.00%        1.00%        18,903  
Class R1      0.75%        0.25%        1.00%        1.00%        584  
Class R2      0.25%        0.25%        0.50%        0.50%        342  
Class R3             0.25%        0.25%        0.25%        191  
Total Distribution and Service Fees              $43,389  

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2017 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 MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2017, this rebate amounted to $3,495 and $4 for Class A and Class B, 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 C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2017, were as follows:

 

     Amount  
Class A      $4  
Class B      1,798  
Class C      1,109  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2017, the fee was $6,416, which equated to 0.0060% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2017, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $21,522.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these

 

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Notes to Financial Statements – continued

 

services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.0249% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2017, the fee paid by the fund under this agreement was $180 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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.

On September 9, 2015, MFS redeemed 10,205, 5,442, 5,439, 10,229, 5,436, 5,504, 5,545, 5,584, and 52,729 shares of Class A, Class B, Class C, Class I, Class R1, Class R2, Class R3, Class R4, and Class R6 (formerly Class R5), respectively, for an aggregate amount of $1,123,336. On March 16, 2017, MFS purchased 2,133 shares of Class I for an aggregate amount of $25,873. On March 21, 2017, MFS purchased 412 shares of Class I for an aggregate amount of $4,989. On August 15, 2017, MFS redeemed 4,746 shares of Class C for an aggregate amount of $59,987.

At August 31, 2017, MFS held approximately 89%, 100%, and 100% of the outstanding shares of Class R1, Class R2, and Class R4, respectively.

(4) Portfolio Securities

For the year ended August 31, 2017, purchases and sales of investments other than short-term obligations, aggregated $132,037,629 and $24,930,321, respectively.

 

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Notes to Financial Statements – continued

 

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     235,619        $2,835,638        352,011        $3,943,532  

Class B

     6,560        79,744        12,746        140,632  

Class C

     76,350        907,914        102,284        1,183,608  

Class I

     7,672,302        93,687,604        755,196        8,502,164  

Class R1

     586        7,429                

Class R2

     181        2,100        1,057        12,124  

Class R3

     6,957        86,940                

Class R6

     2,104,117        26,035,765        1,420,824        15,709,877  
     10,102,672        $123,643,134        2,644,118        $29,491,937  
Shares issued to shareholders in reinvestment of distributions            

Class A

     8,445        $102,071        7,402        $82,410  

Class B

     116        1,407        310        3,365  

Class C

     893        10,751        545        6,065  

Class I

     41,894        518,156        7,364        82,896  

Class R1

     24        288        25        279  

Class R2

     55        665        63        699  

Class R3

     74        901        69        763  

Class R4

     69        834        84        928  

Class R6

     58,559        706,049        61,837        682,663  
     110,129        $1,341,122        77,699        $860,068  
Shares reacquired            

Class A

     (154,676      $(1,860,946      (100,064      $(1,122,184

Class B

     (8,107      (95,574      (25,828      (281,688

Class C

     (57,812      (703,973      (13,294      (142,347

Class I

     (971,256      (11,953,174      (112,934      (1,224,321

Class R1

     (1      (10      (5,436      (57,295

Class R2

     (1,538      (18,712      (5,504      (58,232

Class R3

     (3      (36      (5,545      (58,721

Class R4

                   (5,584      (59,190

Class R6

     (670,323      (8,400,532      (204,768      (2,272,316
     (1,863,716      $(23,032,957      (478,957      $(5,276,294

 

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Notes to Financial Statements – continued

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Net change            

Class A

     89,388        $1,076,763        259,349        $2,903,758  

Class B

     (1,431      (14,423      (12,772      (137,691

Class C

     19,431        214,692        89,535        1,047,326  

Class I

     6,742,940        82,252,586        649,626        7,360,739  

Class R1

     609        7,707        (5,411      (57,016

Class R2

     (1,302      (15,947      (4,384      (45,409

Class R3

     7,028        87,805        (5,476      (57,958

Class R4

     69        834        (5,500      (58,262

Class R6

     1,492,353        18,341,282        1,277,893        14,120,224  
     8,349,085        $101,951,299        2,242,860        $25,075,711  

(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 syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2017, the fund’s commitment fee and interest expense were $622 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

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

 

Affiliated Issuer          Beginning
Shares/Par
Amount
    Acquisitions
Shares/Par
Amount
    Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money
Market Portfolio
      1,086,952       99,208,841       (98,340,180     1,955,613  
Affiliated Issuer   Realized
Gain (Loss)
    Change in
Unrealized
Appreciation/
(Depreciation)
    Capital Gain
Distributions
    Dividend
Income
    Ending
Value
 
MFS Institutional Money
Market Portfolio
    $2,704       $7       $—       $13,298       $1,955,613  

 

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and the Shareholders of MFS Low Volatility Global Equity Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Low Volatility Global Equity Fund (one of the series of MFS Series Trust I) (the “Fund”) as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2017, 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.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Low Volatility Global Equity Fund as of August 31, 2017, 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 periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 17, 2017

 

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Table of Contents

RESULTS OF SHAREHOLDER MEETING

(unaudited)

At a special meeting of shareholders of MFS Series Trust I, which was held on March 23, 2017, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Dollars  

Nominee

   For      Withheld Authority  
Steven E. Buller      40,448,016,134.453        372,137,248.376  
John A. Caroselli      40,455,058,441.389        365,094,941.560  
Maureen R. Goldfarb      40,458,621,672.449        361,531,746.940  
David H. Gunning      40,369,558,961.219        450,594,312.051  
Michael Hegarty      40,379,783,468.714        440,369,950.676  
John P. Kavanaugh      40,453,732,784.104        366,420,708.405  
Robert J. Manning      40,424,010,964.586        396,142,308.684  
Clarence Otis, Jr.      40,441,919,324.712        378,234,043.007  
Maryanne L. Roepke      40,471,040,575.143        349,112,917.026  
Robin A. Stelmach      40,459,908,730.475        360,244,615.574  
Laurie J. Thomsen      40,426,270,790.416        393,882,628.973  

 

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Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2017, 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 53)
  Trustee   February 2004   136   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 56)

  Trustee   January 2014   136   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 75)
  Trustee and Chair of Trustees   January 2004   136   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman (until 2013)

 

40


Table of Contents

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)

Steven E. Buller

(age 66)

  Trustee   February 2014   136   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

John A. Caroselli

(age 63)

  Trustee   March 2017   136   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 62)

  Trustee   January 2009   136   Private investor   N/A
Michael Hegarty
(age 72)
  Trustee   December 2004   136   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 62)

  Trustee and Vice Chair of Trustees   January 2009   136   Private investor   N/A

Clarence Otis, Jr.

(age 61)

  Trustee   March 2017   136   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

 

41


Table of Contents

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)

Maryanne L. Roepke

(age 61)

  Trustee   May 2014   136   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 60)
  Trustee   March 2005   136   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

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 43)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 49)

  Assistant Treasurer   January 2012   136  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 50)

  Assistant Treasurer   April 2017   136   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 58)

  Assistant Secretary and Assistant Clerk   September 2012   136   Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

 

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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

Ethan D. Corey (k)
(age 53)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k)
(age 49)
  President   July 2005   136   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 50)

  Secretary and Clerk   April 2017   136   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 44)

  Assistant Secretary and Assistant Clerk   June 2006   136   Massachusetts Financial Services Company, Vice President and Senior Counsel
Susan A. Pereira (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 46)

  Assistant Treasurer   September 2012   136   Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)

Matthew A. Stowe (k)

(age 42)

  Assistant Secretary and Assistant Clerk   October 2014   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino
(age 73)
  Independent Senior Officer   June 2004   136   Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k)
(age 47)
  Assistant Secretary and Assistant Clerk   October 2007   136   Massachusetts Financial Services Company, Senior Vice President and Associate 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 50)

  Chief Compliance Officer   July 2015   136   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost (k)
(age 57)
  Treasurer   September 1990   136   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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee 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. 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, Kavanaugh and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

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

 

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Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
 

State Street Bank and Trust Company

1 Lincoln Street
Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
 

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)  

Jim Fallon

 

Matt Krummell

 
Jonathan Sage  
Jed Stocks  

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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 over the course of three months beginning in May and ending in July, 2017 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper 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 Lipper Inc. (the “Broadridge expense group”), (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) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory,

 

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Board Review of Investment Advisory Agreement – continued

 

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 performance of peer groups of funds for 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 Lipper performance universe over the three-year period ended December 31, 2016, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 4th quintile for the one-year period ended December 31, 2016 relative to the Lipper performance universe. The Fund commenced operations on December 5, 2013; therefore no performance data for the five-year period was available. 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 the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

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

 

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Board Review of Investment Advisory Agreement – continued

 

last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median. The Trustees also noted that MFS has agreed to further reduce such expense limitation for the Fund effective August 1, 2017, which may not be changed without the Trustees’ approval.

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that 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. They also noted that MFS has agreed to amend its contractual advisory fee rate schedule to further reduce the Fund’s advisory fee rate on assets over these breakpoints effective August 1, 2017. 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.

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

 

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Board Review of Investment Advisory Agreement – continued

 

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

The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

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, 2017.

 

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Table of Contents

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), 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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

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 on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

50


Table of Contents

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 2017 income tax forms in January 2018. 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, 44.90% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

Income derived from foreign sources was $1,933,501. The fund intends to pass through foreign tax credits of $154,755 for the fiscal year.

 

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rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

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Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

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Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2017

 

LOGO

 

MFS® LOW VOLATILITY EQUITY FUND

 

LOGO

 

LVU-ANN

 


Table of Contents

MFS® LOW VOLATILITY EQUITY FUND

 

CONTENTS

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     11  
Statement of assets and liabilities     16  
Statement of operations     18  
Statements of changes in net assets     19  
Financial highlights     20  
Notes to financial statements     26  
Report of independent registered public accounting firm     36  
Results of shareholder meeting     37  
Trustees and officers     38  
Board review of investment advisory agreement     44  
Proxy voting policies and information     48  
Quarterly portfolio disclosure     48  
Further information     48  
Information about fund contracts and legal claims     49  
Federal tax information     49  
MFS® privacy notice     50  
Contact information    back cover  

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Despite policy uncertainty accompanying a new presidential administration in the United States and unease over ongoing Brexit negotiations, most markets have proved

resilient. U.S. share prices have reached new highs in recent months although the U.S. Federal Reserve has continued to gradually hike interest rates. However, rates in most developed markets remain very low, with major non-U.S. central banks just beginning to contemplate curbing accommodative monetary policies.

Globally, we’ve experienced a year-long synchronized upturn in economic growth. Despite better growth, there are few immediate signs of worrisome inflation amid muted wage gains around the world. Europe has benefited from diminishing event risks as populist challengers fell short of upsetting establishment

candidates in both the Dutch and French elections. Emerging market economies have been boosted in part by a weaker U.S. dollar and are recovering despite lingering concerns over the potential for restrictive U.S. trade policies that could hamper global trade growth. Looking ahead, markets will have to contend with issues involving geopolitical hot spots on the Korean peninsula and in the Middle East.

At MFS®, we believe time is an asset. A patient, long-term approach to investing can have a powerful impact on decision making and outcomes. Time arbitrage, as we call it, comes down to having the conviction and discipline to allow enough time for good investment ideas to play out. In our view, such an approach, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

October 17, 2017

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

 

1


Table of Contents

 

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Facebook, Inc., “A”     2.7%  
Amdocs Ltd.     2.7%  
PepsiCo, Inc.     2.6%  
Waste Connections, Inc.     2.5%  
McDonald’s Corp.     2.4%  
Johnson & Johnson     2.3%  
Starwood Property Trust, Inc., REIT     2.2%  
Alphabet, Inc., “A”     2.1%  
Eli Lilly & Co.     1.9%  
Costco Wholesale Corp.     1.9%  
Equity sectors  
Financial Services     21.1%  
Health Care     17.9%  
Consumer Staples     11.9%  
Technology     10.7%  
Utilities & Communications     9.5%  
Industrial Goods & Services     8.1%  
Leisure     6.3%  
Retailing     4.4%  
Special Products & Services     4.2%  
Energy     3.0%  
Basic Materials     1.5%  
Autos & Housing     0.6%  
 

 

 

 

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

Percentages are based on net assets as of August 31, 2017.

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

 

2


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2017, Class A shares of the MFS Low Volatility Equity Fund (“fund”) provided a total return of 11.18%, at net asset value. This compares with a return of 16.23% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index (S&P 500 Index).

Market Environment

For the first time in many years, the global economy is experiencing a period of synchronized economic growth. The rebound in emerging markets (“EM”) economies has been more pronounced (despite the deceleration in Chinese growth at the end of the period), helped by larger economies such as Brazil and Russia emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US after the presidential elections in November in anticipation of lower taxes, a lighter regulatory burden and increased infrastructure spending, boosting US equities and corporate bond performance. Though hopes have largely faded for pro-growth US policies, market confidence persists. Globally, markets benefited from a reflation trade during the first half of the period as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. While this bump in global inflation faded in the second half of the period as commodity prices, particularly oil, leveled off or declined, global growth remained relatively resilient. As a result, there have been more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points during the second half of the period, bringing the total number of quarter-percent hikes in the federal funds rate to four since December 2015. The European Central Bank appears set to announce tapering of quantitative easing in the fall of 2017. The Bank of England may also begin reducing monetary accommodation. Markets have been comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections. European growth has reflected the calmer political economic backdrop.

In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. Demand for autos reached near-record territory in the first half of the period before tapering off at the end of the period, while the housing market continued its recovery amid relatively low mortgage rates and tight inventories. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, the US election resulted in a sell-off in EM assets due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional

 

3


Table of Contents

Management Review – continued

 

policy action has so far been lacking on economic issues involving EM. As a result, emerging markets resumed their upward trajectory, powered by strong inflows throughout the first half of 2017.

Detractors from Performance

The fund’s underweight position and security selection in the technology sector detracted from performance relative to the S&P 500 Index. Within this sector, an underweight position in computer and personal electronics maker Apple, and not holding shares of both software giant Microsoft and computer graphics processors maker NVIDIA, hurt relative results. Shares of Apple advanced during the reporting period on the back of better-than-expected earnings results and anticipation of the release of new iPhone models this fall.

Weak stock selection within both the leisure and financial services sectors further hindered relative returns. Within the leisure sector, holding shares of poor-performing casual dining restaurant company Brinker International (b)(h) dampened relative performance as weak traffic trends and a tough competitive environment limited growth. Within the financial services sector, not holding shares of banking giant Bank of America diminished relative results. Shares of Bank of America advanced during the reporting period, benefiting from President Donald Trump’s election victory and interest rate increases by the US Federal Reserve.

The fund’s overweight position and, to a lesser extent, stock selection in the consumer staples sector also weakened relative results. Within this sector, overweight positions in global food company General Mills and tobacco company Altria Group weighed on relative performance. Shares of General Mills declined as strong expense management was not enough to offset weakness in sales volumes.

Elsewhere, overweight positions in automotive replacement parts distributor AutoZone (h) and oilfield services company Schlumberger, along with not holding shares of aerospace company Boeing, weakened relative results.

Contributors to Performance

Strong security selection in both the utilities & communications and industrial goods & services sectors benefited relative returns during the reporting period. Within the utilities & communications sector, avoiding shares of poor-performing telecommunications company AT&T helped relative results. Shares of AT&T trended lower as the acquisition of Time Warner and competitive pricing pressures appeared to have weighed on investor sentiment. Within the industrial goods & services sector, not owning shares of diversified industrial conglomerate General Electric, and holding shares of waste services company Waste Connections (b) (Canada), lifted relative performance. Shares of Waste Connections advanced on strong growth that was aided by a series of strategic acquisitions. Overweighting shares of non-hazardous waste solutions firm Republic Services also helped relative results.

Stocks in other sectors that supported relative results included overweight positions in financial services firm M&T Bank Corporation, fast-food giant McDonald’s, alcoholic

 

4


Table of Contents

Management Review – continued

 

beverages company Constellation Brands, insurance services firm Everest Reinsurance and social networking service provider Facebook. Not holding shares of wireless communications software company QUALCOMM also benefited relative performance.

Respectfully,

Portfolio Manager(s)

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

 

(b) Security is not a benchmark constituent.
(h) Security was not held in the portfolio at period end.

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

 

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Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/17

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

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

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

 

LOGO

 

6


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Performance Summary – continued

 

Total Returns through 8/31/17

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   Life (t)     
    A    12/05/13   11.18%   10.35%    
    B    12/05/13   10.36%   9.51%    
    C    12/05/13   10.36%   9.52%    
    I    12/05/13   11.44%   10.60%    
    R1    12/05/13   10.33%   9.52%    
    R2    12/05/13   10.93%   10.08%    
    R3    12/05/13   11.22%   10.34%    
    R4    12/05/13   11.42%   10.60%    
    R6    12/05/13   11.61%   10.69%    
Comparative benchmark(s)            
     Standard & Poor’s 500 Stock Index (f)   16.23%   11.27%     
Average annual with sales charge            
    A
With Initial Sales Charge (5.75%)
  4.79%   8.62%    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  6.36%   8.88%    
    C
With CDSC (1% for 12 months) (v)
  9.36%   9.52%    

CDSC – Contingent Deferred Sales Charge.

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

Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.

(f) Source: FactSet Research Systems Inc.
(t) For the period from the class inception date through the stated period end. (See Notes to Performance Summary.)
(v) Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

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

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.

 

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Performance Summary – continued

 

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

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

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

 

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EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2017 through August 31, 2017

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2017 through August 31, 2017.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

9


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Expense Table – continued

 

Share

Class

       Annualized
Expense
Ratio
  Beginning
Account Value
3/01/17
  Ending
Account Value
8/31/17
  Expenses
Paid During
Period  (p)
3/01/17-8/31/17
 
A   Actual   1.14%   $1,000.00   $1,045.41     $5.88  
  Hypothetical (h)   1.14%   $1,000.00   $1,019.46     $5.80  
B   Actual   1.90%   $1,000.00   $1,041.70     $9.78  
  Hypothetical (h)   1.90%   $1,000.00   $1,015.63     $9.65  
C   Actual   1.90%   $1,000.00   $1,041.30     $9.78  
  Hypothetical (h)   1.90%   $1,000.00   $1,015.63     $9.65  
I   Actual   0.90%   $1,000.00   $1,046.57     $4.64  
  Hypothetical (h)   0.90%   $1,000.00   $1,020.67     $4.58  
R1   Actual   1.89%   $1,000.00   $1,041.57     $9.73  
  Hypothetical (h)   1.89%   $1,000.00   $1,015.68     $9.60  
R2   Actual   1.39%   $1,000.00   $1,043.90     $7.16  
  Hypothetical (h)   1.39%   $1,000.00   $1,018.20     $7.07  
R3   Actual   1.15%   $1,000.00   $1,045.18     $5.93  
  Hypothetical (h)   1.15%   $1,000.00   $1,019.41     $5.85  
R4   Actual   0.90%   $1,000.00   $1,046.46     $4.64  
  Hypothetical (h)   0.90%   $1,000.00   $1,020.67     $4.58  
R6   Actual   0.75%   $1,000.00   $1,047.71     $3.87  
  Hypothetical (h)   0.75%   $1,000.00   $1,021.42     $3.82  

 

(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 184/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For Class A shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

Changes to the fund’s fee arrangements occurred during the six month period. Had these fee changes been in effect throughout the entire six month period, the annualized expense ratios, the actual expenses paid during the period, and the hypothetical expenses paid during the period would have been approximately 0.88%, $4.54, and $4.48 for Class A, 1.64%, $8.44, and $8.34 for Class B, 1.64%, $8.44, and $8.34 for Class C, 0.64%, $3.30, and $3.26 for Class I, 1.64%, $8.44, and $8.34 for Class R1, 1.14%, $5.87, and $5.80 for Class R2, 0.89%, $4.59, and $4.53 for Class R3, 0.64%, $3.30, and $3.26 for Class R4, and 0.55%, $2.84, and $2.80 for Class R6, respectively. For further information about the fund’s fee arrangements and changes to those fee arrangements, please see Note 3 in the Notes to Financial Statements.

 

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PORTFOLIO OF INVESTMENTS

8/31/17

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

 

Common Stocks - 99.2%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 4.5%                 
General Dynamics Corp.      2,439     $ 491,093  
Honeywell International, Inc.      5,638       779,566  
Lockheed Martin Corp.      2,592       791,571  
Northrop Grumman Corp.      3,944       1,073,596  
United Technologies Corp.      4,579       548,198  
    

 

 

 
             $ 3,684,024  
Alcoholic Beverages - 1.3%                 
Constellation Brands, Inc., “A”      5,467     $ 1,093,947  
Brokerage & Asset Managers - 1.2%                 
CME Group, Inc.      8,072     $ 1,015,458  
Business Services - 2.7%                 
Amdocs Ltd.      34,056     $ 2,206,488  
Cable TV - 0.8%                 
Comcast Corp., “A”      15,972     $ 648,623  
Computer Software - 2.0%                 
Blackbaud, Inc.      3,926     $ 331,394  
Intuit, Inc.      6,700       947,715  
Oracle Corp.      6,982       351,404  
    

 

 

 
             $ 1,630,513  
Computer Software - Systems - 0.9%                 
Apple, Inc.      4,663     $ 764,732  
Construction - 0.6%                 
Toll Brothers, Inc.      11,887     $ 463,118  
Consumer Products - 1.9%                 
Colgate-Palmolive Co.      5,665     $ 405,840  
Procter & Gamble Co.      13,073       1,206,246  
    

 

 

 
             $ 1,612,086  
Consumer Services - 1.5%                 
Bright Horizons Family Solutions, Inc. (a)      15,963     $ 1,275,923  

 

11


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Electronics - 1.2%                 
Texas Instruments, Inc.      11,843     $ 980,837  
Energy - Independent - 0.6%                 
Occidental Petroleum Corp.      8,623     $ 514,793  
Energy - Integrated - 0.7%                 
Exxon Mobil Corp.      7,876     $ 601,175  
Entertainment - 0.7%                 
Madison Square Garden Co., “A” (a)      2,755     $ 585,465  
Food & Beverages - 5.6%                 
Coca-Cola Co.      7,986     $ 363,762  
Dr Pepper Snapple Group, Inc.      4,022       366,203  
General Mills, Inc.      18,108       964,432  
Mondelez International, Inc.      8,467       344,268  
PepsiCo, Inc.      18,249       2,111,957  
Pinnacle Foods, Inc.      8,170       484,563  
    

 

 

 
             $ 4,635,185  
Gaming & Lodging - 1.2%                 
Carnival Corp.      14,907     $ 1,035,738  
General Merchandise - 3.8%                 
Costco Wholesale Corp.      10,031     $ 1,572,259  
Wal-Mart Stores, Inc.      19,778       1,544,068  
    

 

 

 
             $ 3,116,327  
Health Maintenance Organizations - 1.9%                 
Aetna, Inc.      3,367     $ 530,976  
UnitedHealth Group, Inc.      5,121       1,018,567  
    

 

 

 
             $ 1,549,543  
Insurance - 8.2%                 
Aon PLC      2,719     $ 378,397  
Chubb Ltd.      4,611       652,088  
Everest Re Group Ltd.      5,896       1,488,622  
Hartford Financial Services Group, Inc.      17,743       959,364  
Loews Corp.      23,269       1,083,870  
Markel Corp. (a)      1,097       1,154,033  
MetLife, Inc.      10,779       504,781  
Travelers Cos., Inc.      4,575       554,398  
    

 

 

 
             $ 6,775,553  

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Internet - 4.8%                 
Alphabet, Inc., “A” (a)      1,844     $ 1,761,462  
Facebook, Inc., “A” (a)      12,938       2,224,948  
    

 

 

 
             $ 3,986,410  
Major Banks - 0.6%                 
PNC Financial Services Group, Inc.      3,850     $ 482,828  
Medical & Health Technology & Services - 1.7%                 
Healthcare Services Group, Inc.      12,830     $ 656,896  
Henry Schein, Inc. (a)      4,507       782,776  
    

 

 

 
             $ 1,439,672  
Medical Equipment - 7.4%                 
Abbott Laboratories      21,913     $ 1,116,248  
Becton, Dickinson and Co.      2,022       403,268  
Cooper Cos., Inc.      3,056       766,536  
Danaher Corp.      9,511       793,408  
Medtronic PLC      14,701       1,185,195  
Steris PLC      11,863       1,033,979  
Stryker Corp.      2,662       376,327  
Zimmer Biomet Holdings, Inc.      3,649       416,971  
    

 

 

 
             $ 6,091,932  
Network & Telecom - 1.8%                 
Cisco Systems, Inc.      34,186     $ 1,101,131  
Motorola Solutions, Inc.      4,488       395,483  
    

 

 

 
             $ 1,496,614  
Oil Services - 1.6%                 
Schlumberger Ltd.      20,810     $ 1,321,643  
Other Banks & Diversified Financials - 3.9%                 
Citigroup, Inc.      13,379     $ 910,173  
M&T Bank Corp.      4,412       652,358  
Mastercard, Inc., “A”      5,347       712,755  
U.S. Bancorp      9,596       491,795  
Visa, Inc., “A”      4,176       432,300  
    

 

 

 
             $ 3,199,381  
Pharmaceuticals - 6.9%                 
Eli Lilly & Co.      19,792     $ 1,608,892  
Johnson & Johnson      14,617       1,934,852  
Merck & Co., Inc.      21,982       1,403,770  
Pfizer, Inc.      12,228       414,774  

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Pharmaceuticals - continued                 
Zoetis, Inc.      5,570     $ 349,239  
    

 

 

 
             $ 5,711,527  
Pollution Control - 3.7%                 
Republic Services, Inc.      15,412     $ 1,005,479  
Waste Connections, Inc.      30,555       2,037,713  
    

 

 

 
             $ 3,043,192  
Real Estate - 7.3%                 
AvalonBay Communities, Inc., REIT      6,278     $ 1,178,569  
Equity Lifestyle Properties, Inc., REIT      7,268       647,942  
Mid-America Apartment Communities, Inc., REIT      6,313       672,082  
Public Storage, Inc., REIT      4,567       937,788  
Starwood Property Trust, Inc., REIT      81,511       1,810,359  
Store Capital Corp., REIT      13,913       353,112  
Sun Communities, Inc., REIT      4,561       411,904  
    

 

 

 
             $ 6,011,756  
Restaurants - 3.6%                 
Aramark      8,283     $ 337,035  
McDonald’s Corp.      12,627       2,019,941  
Starbucks Corp.      10,848       595,122  
    

 

 

 
             $ 2,952,098  
Specialty Chemicals - 1.5%                 
Ecolab, Inc.      6,823     $ 909,506  
Praxair, Inc.      2,620       344,635  
    

 

 

 
             $ 1,254,141  
Specialty Stores - 0.6%                 
Home Depot, Inc.      3,489     $ 522,896  
Telecommunications - Wireless - 0.5%                 
SBA Communications Corp., REIT (a)      2,652     $ 407,215  
Telephone Services - 0.8%                 
Verizon Communications, Inc.      14,122     $ 677,432  
Tobacco - 3.0%                 
Altria Group, Inc.      24,723     $ 1,567,438  
Philip Morris International, Inc.      7,736       904,571  
    

 

 

 
             $ 2,472,009  

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Utilities - Electric Power - 8.2%                 
Alliant Energy Corp.      20,007     $ 855,099  
American Electric Power Co., Inc.      6,777       498,991  
Consolidated Edison, Inc.      3,750       316,013  
Dominion Energy, Inc.      6,141       483,727  
DTE Energy Co.      8,473       951,687  
Duke Energy Corp.      11,704       1,021,759  
Exelon Corp.      10,779       408,201  
NextEra Energy, Inc.      6,712       1,010,223  
Pinnacle West Capital Corp.      4,022       361,859  
WEC Energy Group, Inc.      6,093       397,385  
Xcel Energy, Inc.      10,090       499,455  
    

 

 

 
             $ 6,804,399  
Total Common Stocks (Identified Cost, $70,837,335)            $ 82,064,673  
Investment Companies (h) - 0.8%                 
Money Market Funds - 0.8%                 
MFS Institutional Money Market Portfolio, 1.11% (v)
(Identified Cost, $631,939)
     631,939     $ 631,939  
Other Assets, Less Liabilities - 0.0%              3,454  
Net Assets - 100.0%            $ 82,700,066  

 

(a) Non-income producing security.
(h) 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $631,939 and $82,064,673, respectively.
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

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

 

PLC   Public Limited Company
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

15


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/17

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, $70,837,335)

     $82,064,673  

Investments in affiliated issuers, at value (identified cost, $631,939)

     631,939  

Receivables for

  

Fund shares sold

     225,577  

Dividends

     154,698  

Receivable from investment adviser

     21,671  

Other assets

     137  

Total assets

     $83,098,695  
Liabilities         

Payables for

  

Investments purchased

     $81,334  

Fund shares reacquired

     230,135  

Payable to affiliates

  

Shareholder servicing costs

     16,086  

Distribution and service fees

     718  

Payable for independent Trustees’ compensation

     11  

Accrued expenses and other liabilities

     70,345  

Total liabilities

     $398,629  

Net assets

     $82,700,066  
Net assets consist of         

Paid-in capital

     $71,522,580  

Unrealized appreciation (depreciation)

     11,227,338  

Accumulated distributions in excess of net realized gain

     (229,609

Undistributed net investment income

     179,757  

Net assets

     $82,700,066  

Shares of beneficial interest outstanding

     6,009,665  

 

16


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $39,568,430        2,874,414        $13.77  

Class B

     2,081,382        151,520        13.74  

Class C

     12,421,952        906,790        13.70  

Class I

     21,813,836        1,583,018        13.78  

Class R1

     107,866        7,834        13.77  

Class R2

     74,213        5,368        13.83  

Class R3

     58,873        4,263        13.81  

Class R4

     58,813        4,265        13.79  

Class R6

     6,514,701        472,193        13.80  

 

(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 $14.61 [100 / 94.25 x $13.77]. 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

 

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Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/17

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

 

Net investment income (loss)         

Income

  

Dividends

     $1,635,575  

Dividends from affiliated issuers

     6,210  

Interest

     26  

Foreign taxes withheld

     (1,558

Total investment income

     $1,640,253  

Expenses

  

Management fee

     411,048  

Distribution and service fees

     217,543  

Shareholder servicing costs

     82,657  

Administrative services fee

     20,657  

Independent Trustees’ compensation

     2,207  

Custodian fee

     10,667  

Shareholder communications

     26,440  

Audit and tax fees

     49,052  

Legal fees

     1,291  

Registration fees

     127,717  

Miscellaneous

     16,472  

Total expenses

     $965,751  

Reduction of expenses by investment adviser and distributor

     (112,776

Net expenses

     $852,975  

Net investment income (loss)

     $787,278  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $344,007  

Affiliated issuers

     (9

Net realized gain (loss)

     $343,998  

Change in unrealized appreciation (depreciation) on unaffiliated issuers

     6,210,716  

Net realized and unrealized gain (loss)

     $6,554,714  

Change in net assets from operations

     $7,341,992  

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Year ended  
     8/31/17      8/31/16  
Change in net assets              
From operations                  

Net investment income (loss)

     $787,278        $424,103  

Net realized gain (loss)

     343,998        (287,502

Net unrealized gain (loss)

     6,210,716        5,042,099  

Change in net assets from operations

     $7,341,992        $5,178,700  
Distributions declared to shareholders                  

From net investment income

     $(761,769      $(300,213

From net realized gain on investments

     (134,785      (135,911

Total distributions declared to shareholders

     $(896,554      $(436,124

Change in net assets from fund share transactions

     $16,852,555        $38,103,303  

Total change in net assets

     $23,297,993        $42,845,879  
Net assets                  

At beginning of period

     59,402,073        16,556,194  

At end of period (including undistributed net investment income of $179,757 and $154,248, respectively)

     $82,700,066        $59,402,073  

See Notes to Financial Statements

 

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Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $12.56       $11.12       $10.82       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.16       $0.15       $0.14       $0.11  

Net realized and unrealized gain (loss)

     1.23       1.49       0.30 (g)      0.77  

Total from investment operations

     $1.39       $1.64       $0.44       $0.88  
Less distributions declared to shareholders                                 

From net investment income

     $(0.15     $(0.11     $(0.13     $(0.06

From net realized gain

     (0.03     (0.09     (0.01      

Total distributions declared to shareholders

     $(0.18     $(0.20     $(0.14     $(0.06

Net asset value, end of period (x)

     $13.77       $12.56       $11.12       $10.82  

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

     11.18       14.87       4.01       8.82 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.33       1.65       2.72       4.45 (a) 

Expenses after expense reductions (f)

     1.16       1.19       1.18       1.15 (a) 

Net investment income (loss)

     1.19       1.25       1.22       1.40 (a) 

Portfolio turnover

     36       38       33       30 (n) 

Net assets at end of period (000 omitted)

     $39,568       $29,508       $11,267       $1,154  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class B    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $12.53       $11.10       $10.81       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.06       $0.06       $0.05       $0.04  

Net realized and unrealized gain (loss)

     1.23       1.48       0.30 (g)      0.78  

Total from investment operations

     $1.29       $1.54       $0.35       $0.82  
Less distributions declared to shareholders                                 

From net investment income

     $(0.05     $(0.02     $(0.05     $(0.01

From net realized gain

     (0.03     (0.09     (0.01      

Total distributions declared to shareholders

     $(0.08     $(0.11     $(0.06     $(0.01

Net asset value, end of period (x)

     $13.74       $12.53       $11.10       $10.81  

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

     10.36       13.96       3.20       8.23 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     2.08       2.42       3.79       5.75 (a) 

Expenses after expense reductions (f)

     1.92       1.95       1.95       1.93 (a) 

Net investment income (loss)

     0.43       0.49       0.43       0.46 (a) 

Portfolio turnover

     36       38       33       30 (n) 

Net assets at end of period (000 omitted)

     $2,081       $1,885       $717       $170  
Class C    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $12.50       $11.09       $10.80       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.06       $0.06       $0.05       $0.04  

Net realized and unrealized gain (loss)

     1.23       1.48       0.30 (g)      0.79  

Total from investment operations

     $1.29       $1.54       $0.35       $0.83  
Less distributions declared to shareholders                                 

From net investment income

     $(0.06     $(0.04     $(0.05     $(0.03

From net realized gain

     (0.03     (0.09     (0.01      

Total distributions declared to shareholders

     $(0.09     $(0.13     $(0.06     $(0.03

Net asset value, end of period (x)

     $13.70       $12.50       $11.09       $10.80  

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

     10.36       13.91       3.23       8.27 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     2.08       2.31       3.73       5.39 (a) 

Expenses after expense reductions (f)

     1.92       1.95       1.95       1.93 (a) 

Net investment income (loss)

     0.43       0.48       0.43       0.48 (a) 

Portfolio turnover

     36       38       33       30 (n) 

Net assets at end of period (000 omitted)

     $12,422       $9,977       $1,564       $421  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class I    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $12.57       $11.14       $10.84       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.19       $0.18       $0.16       $0.11  

Net realized and unrealized gain (loss)

     1.23       1.48       0.30 (g)      0.80  

Total from investment operations

     $1.42       $1.66       $0.46       $0.91  
Less distributions declared to shareholders                                 

From net investment income

     $(0.18     $(0.14     $(0.15     $(0.07

From net realized gain

     (0.03     (0.09     (0.01      

Total distributions declared to shareholders

     $(0.21     $(0.23     $(0.16     $(0.07

Net asset value, end of period (x)

     $13.78       $12.57       $11.14       $10.84  

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

     11.44       15.05       4.20       9.09 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.07       1.20       2.53       4.72 (a) 

Expenses after expense reductions (f)

     0.92       0.95       0.95       0.93 (a) 

Net investment income (loss)

     1.47       1.51       1.36       1.43 (a) 

Portfolio turnover

     36       38       33       30 (n) 

Net assets at end of period (000 omitted)

     $21,814       $16,123       $964       $177  
Class R1    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $12.57       $11.12       $10.82       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.05       $0.06       $0.04       $0.03  

Net realized and unrealized gain (loss)

     1.24       1.49       0.31 (g)      0.80  

Total from investment operations

     $1.29       $1.55       $0.35       $0.83  
Less distributions declared to shareholders                                 

From net investment income

     $(0.06     $(0.01     $(0.04     $(0.01

From net realized gain

     (0.03     (0.09     (0.01      

Total distributions declared to shareholders

     $(0.09     $(0.10     $(0.05     $(0.01

Net asset value, end of period (x)

     $13.77       $12.57       $11.12       $10.82  

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

     10.33       13.96       3.18       8.30 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     2.07       2.56       4.18       5.92 (a) 

Expenses after expense reductions (f)

     1.91       1.95       1.95       1.93 (a) 

Net investment income (loss)

     0.41       0.48       0.39       0.40 (a) 

Portfolio turnover

     36       38       33       30 (n) 

Net assets at end of period (000 omitted)

     $108       $57       $112       $108  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R2    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $12.61       $11.13       $10.83       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.12       $0.12       $0.10       $0.07  

Net realized and unrealized gain (loss)

     1.25       1.49       0.30 (g)      0.80  

Total from investment operations

     $1.37       $1.61       $0.40       $0.87  
Less distributions declared to shareholders                                 

From net investment income

     $(0.12     $(0.04     $(0.09     $(0.04

From net realized gain

     (0.03     (0.09     (0.01      

Total distributions declared to shareholders

     $(0.15     $(0.13     $(0.10     $(0.04

Net asset value, end of period (x)

     $13.83       $12.61       $11.13       $10.83  

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

     10.93       14.57       3.69       8.69 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.58       2.07       3.68       5.42 (a) 

Expenses after expense reductions (f)

     1.42       1.45       1.45       1.43 (a) 

Net investment income (loss)

     0.91       0.98       0.89       0.90 (a) 

Portfolio turnover

     36       38       33       30 (n) 

Net assets at end of period (000 omitted)

     $74       $53       $113       $109  
Class R3    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $12.59       $11.14       $10.83       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.15       $0.15       $0.13       $0.09  

Net realized and unrealized gain (loss)

     1.25       1.48       0.31 (g)      0.79  

Total from investment operations

     $1.40       $1.63       $0.44       $0.88  
Less distributions declared to shareholders                                 

From net investment income

     $(0.15     $(0.09     $(0.12     $(0.05

From net realized gain

     (0.03     (0.09     (0.01      

Total distributions declared to shareholders

     $(0.18     $(0.18     $(0.13     $(0.05

Net asset value, end of period (x)

     $13.81       $12.59       $11.14       $10.83  

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

     11.22       14.72       4.04       8.84 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.33       1.82       3.43       5.17 (a) 

Expenses after expense reductions (f)

     1.17       1.20       1.20       1.18 (a) 

Net investment income (loss)

     1.18       1.23       1.14       1.15 (a) 

Portfolio turnover

     36       38       33       30 (n) 

Net assets at end of period (000 omitted)

     $59       $53       $113       $109  

See Notes to Financial Statements

 

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Class R4    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $12.58       $11.14       $10.84       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.19       $0.17       $0.16       $0.11  

Net realized and unrealized gain (loss)

     1.23       1.49       0.30 (g)      0.80  

Total from investment operations

     $1.42       $1.66       $0.46       $0.91  
Less distributions declared to shareholders                                 

From net investment income

     $(0.18     $(0.13     $(0.15     $(0.07

From net realized gain

     (0.03     (0.09     (0.01      

Total distributions declared to shareholders

     $(0.21     $(0.22     $(0.16     $(0.07

Net asset value, end of period (x)

     $13.79       $12.58       $11.14       $10.84  

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

     11.42       15.08       4.20       9.09 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     1.08       1.57       3.18       4.92 (a) 

Expenses after expense reductions (f)

     0.92       0.95       0.95       0.93 (a) 

Net investment income (loss)

     1.42       1.48       1.39       1.40 (a) 

Portfolio turnover

     36       38       33       30 (n) 

Net assets at end of period (000 omitted)

     $59       $53       $114       $109  
Class R6    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14 (c)  

Net asset value, beginning of period

     $12.58       $11.14       $10.84       $10.00  
Income (loss) from investment operations                                 

Net investment income (loss) (d)

     $0.18       $0.18       $0.16       $0.11  

Net realized and unrealized gain (loss)

     1.27       1.50       0.30 (g)      0.80  

Total from investment operations

     $1.45       $1.68       $0.46       $0.91  
Less distributions declared to shareholders                                 

From net investment income

     $(0.20     $(0.15     $(0.15     $(0.07

From net realized gain

     (0.03     (0.09     (0.01      

Total distributions declared to shareholders

     $(0.23     $(0.24     $(0.16     $(0.07

Net asset value, end of period (x)

     $13.80       $12.58       $11.14       $10.84  

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

     11.61       15.21       4.22       9.11 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                

Expenses before expense reductions (f)

     0.97       1.36       3.14       4.90 (a) 

Expenses after expense reductions (f)

     0.78       0.88       0.91       0.91 (a) 

Net investment income (loss)

     1.38       1.53       1.43       1.42 (a) 

Portfolio turnover

     36       38       33       30 (n) 

Net assets at end of period (000 omitted)

     $6,515       $1,693       $1,593       $1,527  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

 

(a) Annualized.
(c) For the period from the commencement of the fund’s investment operations, December 5, 2013, through the stated period end.
(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.
(n) Not annualized.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.

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 does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing

 

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Notes to Financial Statements – continued

 

service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.

The 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 halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis 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

 

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significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2017 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities      $82,064,673        $—        $—        $82,064,673  
Mutual Funds      631,939                      631,939  
Total      $82,696,612        $—        $—        $82,696,612  

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

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

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

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

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

 

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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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

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

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
Ordinary income (including any short-term capital gains)      $867,018        $349,626  
Long-term capital gains      29,536        86,498  
Total distributions      $896,554        $436,124  

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

 

As of 8/31/17       
Cost of investments      $71,700,135  
Gross appreciation      11,574,213  
Gross depreciation      (577,736
Net unrealized appreciation (depreciation)      $10,996,477  
Undistributed ordinary income      179,757  
Undistributed long-term capital gain      91,202  
Post-October capital loss deferral      $(89,950

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

 

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approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     From net investment
income
     From net realized gain on
investments
 
     Year
ended
8/31/17
     Year
ended
8/31/16
     Year
ended
8/31/17
     Year
ended
8/31/16
 
Class A      $401,351        $179,228        $72,819        $101,634  
Class B      8,063        1,944        4,185        6,272  
Class C      50,551        13,239        22,638        14,761  
Class I      275,528        90,806        31,512        6,456  
Class R1      375        32        129        390  
Class R2      501        198        119        390  
Class R3      638        400        120        390  
Class R4      776        605        120        391  
Class R6      23,986        13,761        3,143        5,227  
Total      $761,769        $300,213        $134,785        $135,911  

(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:

 

     Effective
Commencement
of Period
     Effective
8/01/17
 
First $1 billion of average daily net assets      0.60%        0.50%  
Next $1.5 billion of average daily net assets      0.55%        0.475%  
Average daily net assets in excess of $2.5 billion      0.50%        0.45%  

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2017, this management fee reduction amounted to $5,301, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.58% of the fund’s average daily net assets.

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

 

Classes  
A   B     C     I     R1     R2     R3     R4     R6  
1.20%     1.95%       1.95%       0.95%       1.95%       1.45%       1.20%       0.95%       0.91%  

 

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This written agreement terminated on July 31, 2017. For the period September 1, 2016 through July 31, 2017, this reduction amounted to $80,815, which is included in the reduction of total expenses in the Statement of Operations. Effective August 1, 2017, the investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total fund operating expenses do not exceed the following rates annually of each class’s average daily net assets:

 

Classes  
A   B     C     I     R1     R2     R3     R4     R6  
0.89%     1.64%       1.64%       0.64%       1.64%       1.14%       0.89%       0.64%       0.57%  

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2018. For the period August 1, 2017 through August 31, 2017, this reduction amounted to $23,138, 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 $41,273 for the year ended August 31, 2017, as its portion of the initial sales charge on sales of Class A shares of the fund.

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

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.24%        $86,240  
Class B      0.75%        0.25%        1.00%        1.00%        19,567  
Class C      0.75%        0.25%        1.00%        1.00%        110,586  
Class R1      0.75%        0.25%        1.00%        1.00%        726  
Class R2      0.25%        0.25%        0.50%        0.50%        286  
Class R3             0.25%        0.25%        0.25%        138  
Total Distribution and Service Fees              $217,543  

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2017 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 MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2017, this rebate amounted to $3,503 and $19 for Class A and Class B, respectively, and is included in the reduction of total expenses in the Statement of Operations.

 

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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 C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2017, were as follows:

 

     Amount  
Class A      $90  
Class B      8,881  
Class C      4,512  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2017, the fee was $10,369, which equated to 0.0149% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2017, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $72,288.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.0296% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2017, the fee paid by the fund under this agreement was $126 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

 

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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.

On September 9, 2015, MFS redeemed 10,176, 5,557, 10,076, 5,716, 5,552, 5,633, 5,676, 5,715, and 129,501 shares of Class A, Class B, Class C, Class I, Class R1, Class R2, Class R3, Class R4, and Class R6 (formerly Class R5), respectively, for an aggregate amount of $2,018,148. On June 29, 2016, MFS redeemed 4,546, 4,559, 363, 371, and 379 shares, respectively, of Class B, Class I, Class R2, Class R3, and Class R4, for an aggregate amount of $125,049. On March 16, 2017, MFS purchased 2,545 shares of Class I for an aggregate amount of $33,844. On March 21, 2017, MFS sold 412 shares of Class I for an aggregate amount of $5,438.

At August 31, 2017, MFS held approximately 58%, 79%, 100%, and 100% of the outstanding shares of Class R1, Class R2, Class R3, and Class R4, respectively.

(4) Portfolio Securities

For the year ended August 31, 2017, purchases and sales of investments and short-term obligations, aggregated $42,142,146 and $24,667,271, respectively.

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     1,456,499        $18,899,873        2,092,547        $24,894,676  

Class B

     41,150        534,770        113,015        1,323,803  

Class C

     356,503        4,664,725        747,875        8,945,844  

Class I

     1,624,156        21,194,572        1,514,125        17,745,563  

Class R1

     3,284        44,177                

Class R2

     1,141        15,604                

Class R3

     19        260                

Class R6

     434,316        5,859,230        148,602        1,724,717  
     3,917,068        $51,213,211        4,616,164        $54,634,603  

 

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Notes to Financial Statements – continued

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares issued to shareholders in reinvestment of distributions            

Class A

     36,525        $473,635        24,005        $280,852  

Class B

     951        12,248        712        8,216  

Class C

     5,654        72,738        2,377        27,828  

Class I

     23,535        307,040        8,111        97,262  

Class R1

     38        504        37        422  

Class R2

     48        620        50        588  

Class R3

     59        757        68        790  

Class R4

     69        895        86        996  

Class R6

     262        3,416        304        3,550  
     67,141        $871,853        35,750        $420,504  
Shares reacquired            

Class A

     (968,834      $(12,572,950      (779,292      $(9,522,556

Class B

     (41,062      (535,569      (27,799      (327,879

Class C

     (253,515      (3,323,190      (93,160      (1,097,562

Class I

     (1,347,574      (17,546,911      (325,884      (3,977,164

Class R1

     (22      (303      (5,552      (60,905

Class R2

     (1      (10      (5,996      (66,317

Class R3

     (1      (4      (6,047      (66,925

Class R4

                   (6,094      (67,506

Class R6

     (96,998      (1,253,572      (157,202      (1,764,990
     (2,708,007      $(35,232,509      (1,407,026      $(16,951,804
Net change            

Class A

     524,190        $6,800,558        1,337,260        $15,652,972  

Class B

     1,039        11,449        85,928        1,004,140  

Class C

     108,642        1,414,273        657,092        7,876,110  

Class I

     300,117        3,954,701        1,196,352        13,865,661  

Class R1

     3,300        44,378        (5,515      (60,483

Class R2

     1,188        16,214        (5,946      (65,729

Class R3

     77        1,013        (5,979      (66,135

Class R4

     69        895        (6,008      (66,510

Class R6

     337,580        4,609,074        (8,296      (36,723
     1,276,202        $16,852,555        3,244,888        $38,103,303  

(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 syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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

 

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participating funds at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2017, the fund’s commitment fee and interest expense were $458 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

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

 

Affiliated Issuer          Beginning
Shares/Par
Amount
    Acquisitions
Shares/Par
Amount
    Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money
Market Portfolio
      379,373       23,485,457       (23,232,891     631,939  
Affiliated Issuer   Realized
Gain (Loss)
    Change in
Unrealized
Appreciation/
(Depreciation)
    Capital Gain
Distributions
    Dividend
Income
    Ending
Value
 
MFS Institutional Money
Market Portfolio
    $(9     $—       $—       $6,210       $631,939  

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and Shareholders of MFS Low Volatility Equity Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Low Volatility Equity Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Low Volatility Equity Fund (one of the series constituting the MFS Series Trust I) at August 31, 2017, 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 periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2017

 

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Table of Contents

RESULTS OF SHAREHOLDER MEETING

(unaudited)

At a special meeting of shareholders of MFS Series Trust I, which was held on March 23, 2017, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Dollars  

Nominee

   For     

Withheld Authority

 
Steven E. Buller      40,448,016,134.453        372,137,248.376  
John A. Caroselli      40,455,058,441.389        365,094,941.560  
Maureen R. Goldfarb      40,458,621,672.449        361,531,746.940  
David H. Gunning      40,369,558,961.219        450,594,312.051  
Michael Hegarty      40,379,783,468.714        440,369,950.676  
John P. Kavanaugh      40,453,732,784.104        366,420,708.405  
Robert J. Manning      40,424,010,964.586        396,142,308.684  
Clarence Otis, Jr.      40,441,919,324.712        378,234,043.007  
Maryanne L. Roepke      40,471,040,575.143        349,112,917.026  
Robin A. Stelmach      40,459,908,730.475        360,244,615.574  
Laurie J. Thomsen      40,426,270,790.416        393,882,628.973  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2017, 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 53)
  Trustee   February 2004   136   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 56)

  Trustee   January 2014   136   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 75)
  Trustee and Chair of Trustees   January 2004   136   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman (until 2013)

 

38


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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)

Steven E. Buller

(age 66)

  Trustee   February 2014   136   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

John A. Caroselli

(age 63)

  Trustee   March 2017   136   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 62)

  Trustee   January 2009   136   Private investor   N/A
Michael Hegarty
(age 72)
  Trustee   December 2004   136   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 62)

  Trustee and Vice Chair of Trustees   January 2009   136   Private investor   N/A

Clarence Otis, Jr.

(age 61)

  Trustee   March 2017   136   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

 

39


Table of Contents

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)

Maryanne L. Roepke

(age 61)

  Trustee   May 2014   136   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 60)
  Trustee   March 2005   136   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

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 43)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 49)

  Assistant Treasurer   January 2012   136  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 50)

  Assistant Treasurer   April 2017   136   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 58)

  Assistant Secretary and Assistant Clerk   September 2012   136   Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

 

40


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which
the Person
is an Officer

 

Principal
Occupations During

the Past Five Years

Ethan D. Corey (k)
(age 53)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k)
(age 49)
  President   July 2005   136   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 50)

  Secretary and Clerk   April 2017   136   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 44)

  Assistant Secretary and Assistant Clerk   June 2006   136   Massachusetts Financial Services Company, Vice President and Senior Counsel
Susan A. Pereira (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 46)

  Assistant Treasurer   September 2012   136   Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)

Matthew A. Stowe (k)

(age 42)

  Assistant Secretary and Assistant Clerk   October 2014   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino
(age 73)
  Independent Senior Officer   June 2004   136   Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k)
(age 47)
  Assistant Secretary and Assistant Clerk   October 2007   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

 

41


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which
the Person
is an Officer

 

Principal
Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 50)

  Chief Compliance Officer   July 2015   136   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost (k)
(age 57)
  Treasurer   September 1990   136   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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee 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. 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, Kavanaugh and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

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

 

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Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
 

State Street Bank and Trust Company

1 Lincoln Street
Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
 

Ernst & Young LLP

200 Claredon Street
Boston, MA 02116

Portfolio Manager(s)  
Jim Fallon  
Matt Krummell  
Jonathan Sage  
Jed Stocks  

 

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Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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 over the course of three months beginning in May and ending in July, 2017 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 to be 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, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper 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 (the “Broadridge expense group”), (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) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory,

 

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Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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 performance of peer groups of funds for 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 Lipper performance universe over the three-year period ended December 31, 2016, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-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 ended December 31, 2016 relative to the Lipper performance universe. The Fund commenced operations on December 5, 2013; therefore no performance data for the five-year period was available. 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 the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

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

 

45


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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 noted that MFS has agreed to further reduce such expense limitation for the Fund effective August 1, 2017, which may not be changed without the Trustees’ approval.

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that 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. They also noted that MFS has agreed to amend its contractual advisory fee rate schedule to further reduce the Fund’s advisory fee rate on assets over these breakpoints effective August 1, 2017. 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.

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

 

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Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

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, 2017.

 

47


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), 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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

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 on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

48


Table of Contents

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 2017 income tax forms in January 2018. The following information is provided pursuant to provisions of the Internal Revenue Code.

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

The fund designates $138,000 as capital gain dividends paid during the fiscal year.

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

 

49


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

50


Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

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Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2017

 

LOGO

 

MFS® NEW DISCOVERY FUND

 

LOGO

 

NDF-ANN

 


Table of Contents

MFS® NEW DISCOVERY FUND

 

CONTENTS

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     11  
Statement of assets and liabilities     17  
Statement of operations     19  
Statements of changes in net assets     20  
Financial highlights     21  
Notes to financial statements     28  
Report of independent registered public accounting firm     40  
Results of shareholder meeting     41  
Trustees and officers     42  
Board review of investment advisory agreement     48  
Proxy voting policies and information     52  
Quarterly portfolio disclosure     52  
Further information     52  
Information about fund contracts and legal claims     53  
Federal tax information     53  
MFS® privacy notice     54  
Contact information    back cover  

 

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Despite policy uncertainty accompanying a new presidential administration in the United States and unease over ongoing Brexit negotiations, most markets have proved

resilient. U.S. share prices have reached new highs in recent months although the U.S. Federal Reserve has continued to gradually hike interest rates. However, rates in most developed markets remain very low, with major non-U.S. central banks just beginning to contemplate curbing accommodative monetary policies.

Globally, we’ve experienced a year-long synchronized upturn in economic growth. Despite better growth, there are few immediate signs of worrisome inflation amid muted wage gains around the world. Europe has benefited from diminishing event risks as populist challengers fell short of upsetting establishment

candidates in both the Dutch and French elections. Emerging market economies have been boosted in part by a weaker U.S. dollar and are recovering despite lingering concerns over the potential for restrictive U.S. trade policies that could hamper global trade growth. Looking ahead, markets will have to contend with issues involving geopolitical hot spots on the Korean peninsula and in the Middle East.

At MFS®, we believe time is an asset. A patient, long-term approach to investing can have a powerful impact on decision making and outcomes. Time arbitrage, as we call it, comes down to having the conviction and discipline to allow enough time for good investment ideas to play out. In our view, such an approach, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

October 17, 2017

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

 

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Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Bright Horizons Family Solutions, Inc.     2.4%  
Berry Plastics Group, Inc.     1.9%  
Steris PLC     1.8%  
SS&C Technologies Holdings, Inc.     1.8%  
NICE Systems Ltd., ADR     1.6%  
GrubHub, Inc.     1.5%  
Zendesk, Inc.     1.5%  
LogMeIn, Inc.     1.4%  
Live Nation, Inc.     1.4%  
U.S. Foods Holding Corp.     1.4%  
Equity sectors  
Technology     21.9%  
Health Care     19.4%  
Special Products & Services     10.8%  
Basic Materials     8.9%  
Autos & Housing     7.7%  
Industrial Goods & Services     7.2%  
Financial Services     7.2%  
Leisure     6.9%  
Consumer Staples     4.4%  
Retailing     1.8%  
Energy     0.9%  
Transportation     0.9%  
 

 

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

Percentages are based on net assets as of August 31, 2017.

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

 

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MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2017, Class A shares of the MFS New Discovery Fund (“fund”) provided a total return of 15.83%, at net asset value. This compares with a return of 16.39% for the fund’s benchmark, the Russell 2000® Growth Index.

Market Environment

For the first time in many years, the global economy is experiencing a period of synchronized economic growth. The rebound in emerging markets (“EM”) economies has been more pronounced (despite the deceleration in Chinese growth at the end of the period), helped by larger economies such as Brazil and Russia emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US after the presidential elections in November in anticipation of lower taxes, a lighter regulatory burden and increased infrastructure spending, boosting US equities and corporate bond performance. Though hopes have largely faded for pro-growth US policies, market confidence persists. Globally, markets benefited from a reflation trade during the first half of the period as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. While this bump in global inflation faded in the second half of the period as commodity prices, particularly oil, leveled off or declined, global growth remained relatively resilient. As a result, there have been more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points during the second half of the period, bringing the total number of quarter-percent hikes in the federal funds rate to four since December 2015. The European Central Bank appears set to announce tapering of quantitative easing in the fall of 2017. The Bank of England may also begin reducing monetary accommodation. Markets have been comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections. European growth has reflected the calmer political economic backdrop.

In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. Demand for autos reached near-record territory in the first half of the period before tapering off at the end of the period, while the housing market continued its recovery amid relatively low mortgage rates and tight inventories. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, the US election resulted in a sell-off in EM assets due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional

 

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Management Review – continued

 

policy action has so far been lacking on economic issues involving EM. As a result, emerging markets resumed their upward trajectory, powered by strong inflows throughout the first half of 2017.

Detractors from Performance

Stock selection in the health care sector detracted from performance relative to the Russell 2000® Growth Index. Within this sector, not owning shares of biotechnology firm Kite Pharma, and an overweight position in emergency rooms operator Adeptus Health (h), weakened relative results. Shares of Kite Pharma grew after the company announced positive results in its late-stage trials for the company’s cancer treatment. Additionally, Gilead Sciences announced the acquisition of Kite Pharma which further boosted the company’s share price.

An overweight position in the energy sector also held back relative returns, led by an overweight position in industrial minerals producer US Silica Holdings. The company’s share price weakened, in the second half of the reporting period, as fears of sand oversupply and pricing weakness, combined with lower oil prices, weighed on relative results.

Stocks in other sectors that detracted from relative performance included holdings of automotive products reseller Fenix Parts (b)(h), real estate investment trust Tanger Factory Outlet Centers (b)(h), travel and tourism industry’s technology solutions provider Sabre (b)(h) and retailer Urban Outfitters (b). Shares of Fenix Parts weakened amid concerns of poor financial controls after the company failed to report its quarterly financial statements on time. Additionally, an overweight position in restaurant operator Zoe’s Kitchen, and not owning shares of performance chemicals provider Chemours, also weighed on relative returns.

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

Contributors to Performance

Strong stock selection in both the industrial goods & services and leisure sectors contributed to relative performance. Within the industrial goods & services sector, the fund’s position in defense company Leidos Holdings (b) boosted relative returns. Shares of Leidos Holdings appreciated throughout the period after the company secured a number of significant government contracts that included delivery of a joint mission planning system and integrated build environments for the U.S. Air Force. Within the leisure sector, the fund’s holdings of entertainment company Live Nation (b) helped relative results. Shares of Live Nation rose as the company reported strong bookings and ticket sales for arena, stadium and amphitheater shows. It also sold most of its planned advertising for the year which further benefited the stock.

A combination of strong stock selection and, to a lesser extent, an underweight position in the retailing sector, also supported relative performance. However, there were no individual stocks within this sector that were among the fund’s largest relative contributors during the period.

 

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Management Review – continued

 

Stocks in other sectors that aided relative performance included overweight positions in telehealth platform provider Teladoc, disposable medical products maker Merit Medical Systems, regenerative biomaterials products manufacturer MiMedx Group, cloud-based solutions provider RingCentral and remote access and support solutions provider LogMeIn. Shares of Teladoc rose as the company posted strong results driven by strong growth in total membership and higher visit revenue. Management also maintained guidance for the fiscal 2017 year which further strengthened the stock. Additionally, holdings of integrated circuits and electronic devices manufacturer Cadence Design Systems (b) and agricultural solutions provider FMC (b), and the timing of the fund’s ownership in shares of online and mobile food-ordering company GrubHub also boosted relative results.

Respectfully,

Portfolio Manager(s)

Paul Gordon and Michael Grossman

 

(b) Security is not a benchmark constituent.
(h) Security was not held in the portfolio at period end.

Note to Shareholders: Effective October 1, 2017, Paul Gordon was no longer a Portfolio Manager of the Fund.

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 8/31/17

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

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

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

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Performance Summary – continued

 

Total Returns through 8/31/17

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    1/02/97   15.83%   10.40%   8.13%   N/A    
    B    11/03/97   14.97%   9.57%   7.33%   N/A    
    C    11/03/97   14.94%   9.58%   7.33%   N/A    
    I    1/02/97   16.12%   10.67%   8.41%   N/A    
    R1    4/01/05   14.91%   9.58%   7.33%   N/A    
    R2    10/31/03   15.50%   10.13%   7.86%   N/A    
    R3    4/01/05   15.81%   10.40%   8.14%   N/A    
    R4    4/01/05   16.10%   10.68%   8.40%   N/A    
    R6    6/01/12   16.26%   10.81%   N/A   12.06%    
    529A    7/31/02   15.75%   10.36%   8.05%   N/A    
    529B    7/31/02   14.87%   9.53%   7.26%   N/A    
    529C    7/31/02   14.88%   9.51%   7.24%   N/A    
Comparative benchmark(s)                    
     Russell 2000® Growth Index (f)   16.39%   13.75%   8.21%   N/A     
Average annual with sales charge                    
    A
With Initial Sales Charge (5.75%)
  9.17%   9.10%   7.49%   N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  10.97%   9.29%   7.33%   N/A    
    C
With CDSC (1% for 12 months) (v)
  13.94%   9.58%   7.33%   N/A    
    529A
With initial Sales Charge (5.75%)
  9.10%   9.06%   7.41%   N/A    
    529B
With CDSC (Declining over six years from 4% to 0%) (v)
  10.87%   9.25%   7.26%   N/A    
    529C
With CDSC (1% for 12 months) (v)
  13.88%   9.51%   7.24%   N/A    

CDSC – Contingent Deferred Sales Charge.

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

 

(f) Source: FactSet Research Systems Inc.
(t) For the period from the class inception date through the stated period end (for those share classes with less than 10 years of performance history). No comparative benchmark performance information is provided for “life” periods. (See Notes to Performance Summary.)
(v) Assuming redemption at the end of the applicable period.

 

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Performance Summary – continued

 

Benchmark Definition(s)

Russell 2000® Growth Index – constructed to provide a comprehensive barometer for growth securities in the small-cap segment of the U.S. equity universe. Companies in this index generally have higher price-to-book ratios and higher forecasted growth values. The Russell 2000® Growth Index is a trademark/service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.

It is not possible to invest directly in an index.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

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

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

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

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

 

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EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2017 through August 31, 2017

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2017 through August 31, 2017.

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
3/01/17
    Ending
Account Value
8/31/17
    Expenses
Paid During
Period  (p)
3/01/17-8/31/17
 
A   Actual     1.33%       $1,000.00       $1,086.02       $6.99  
  Hypothetical (h)     1.33%       $1,000.00       $1,018.50       $6.77  
B   Actual     2.08%       $1,000.00       $1,081.66       $10.91  
  Hypothetical (h)     2.08%       $1,000.00       $1,014.72       $10.56  
C   Actual     2.09%       $1,000.00       $1,081.51       $10.97  
  Hypothetical (h)     2.09%       $1,000.00       $1,014.67       $10.61  
I   Actual     1.09%       $1,000.00       $1,087.56       $5.74  
  Hypothetical (h)     1.09%       $1,000.00       $1,019.71       $5.55  
R1   Actual     2.09%       $1,000.00       $1,081.73       $10.97  
  Hypothetical (h)     2.09%       $1,000.00       $1,014.67       $10.61  
R2   Actual     1.59%       $1,000.00       $1,084.77       $8.36  
  Hypothetical (h)     1.59%       $1,000.00       $1,017.19       $8.08  
R3   Actual     1.34%       $1,000.00       $1,086.12       $7.05  
  Hypothetical (h)     1.34%       $1,000.00       $1,018.45       $6.82  
R4   Actual     1.09%       $1,000.00       $1,087.06       $5.73  
  Hypothetical (h)     1.09%       $1,000.00       $1,019.71       $5.55  
R6   Actual     0.98%       $1,000.00       $1,088.11       $5.16  
  Hypothetical (h)     0.98%       $1,000.00       $1,020.27       $4.99  
529A   Actual     1.37%       $1,000.00       $1,085.83       $7.20  
  Hypothetical (h)     1.37%       $1,000.00       $1,018.30       $6.97  
529B   Actual     2.13%       $1,000.00       $1,081.89       $11.18  
  Hypothetical (h)     2.13%       $1,000.00       $1,014.47       $10.82  
529C   Actual     2.14%       $1,000.00       $1,081.40       $11.23  
  Hypothetical (h)     2.14%       $1,000.00       $1,014.42       $10.87  

 

(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 184/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class A, Class 529A, and Class 529B shares, this rebate reduced the expense ratios above by 0.01%, 0.02%, and 0.01%, respectively. See Note 3 in the Notes to Financial Statements for additional information.

 

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PORTFOLIO OF INVESTMENTS

8/31/17

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

 

Common Stocks - 98.0%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 1.6%                 
HEICO Corp.      98,617     $ 8,458,380  
Leidos Holdings, Inc.      167,827       9,787,671  
    

 

 

 
             $ 18,246,051  
Automotive - 1.3%                 
Kar Auction Services, Inc.      337,961     $ 15,238,661  
Biotechnology - 4.1%                 
ACADIA Pharmaceuticals, Inc. (a)      110,073     $ 3,919,700  
Alder Biopharmaceuticals, Inc. (a)      185,099       1,813,970  
Amicus Therapeutics, Inc. (a)      523,816       7,301,995  
Bio-Techne Corp.      53,167       6,581,011  
Exact Sciences Corp. (a)      117,643       4,928,065  
MiMedx Group, Inc. (a)(l)      489,329       7,961,383  
Neurocrine Biosciences, Inc. (a)      65,764       3,722,242  
Spark Therapeutics, Inc. (a)      70,353       5,792,162  
Tesaro, Inc. (a)      28,868       3,728,014  
VTV Therapeutics, Inc. (a)      275,016       1,493,337  
    

 

 

 
             $ 47,241,879  
Brokerage & Asset Managers - 1.5%                 
Hamilton Lane, Inc.,“A”      352,834     $ 8,270,429  
NASDAQ, Inc.      112,836       8,505,578  
    

 

 

 
             $ 16,776,007  
Business Services - 7.2%                 
CoStar Group, Inc. (a)      19,892     $ 5,701,445  
Global Payments, Inc.      139,912       13,360,197  
RingCentral, Inc. (a)      339,706       14,386,549  
Travelport Worldwide Ltd.      380,469       5,760,301  
Tyler Technologies, Inc. (a)      33,442       5,778,777  
WNS (Holdings) Ltd., ADR (a)      282,195       9,876,825  
Yext, Inc. (a)(l)      826,704       10,755,419  
Zendesk, Inc. (a)      623,607       17,086,832  
    

 

 

 
             $ 82,706,345  
Chemicals - 1.9%                 
FMC Corp.      73,794     $ 6,362,519  
Ingevity Corp. (a)      243,235       15,316,508  
    

 

 

 
             $ 21,679,027  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Computer Software - 4.9%                 
2U, Inc. (a)      181,996     $ 9,118,000  
Cadence Design Systems, Inc. (a)      292,783       11,503,444  
MuleSoft, Inc., “A” (a)(l)      303,362       6,613,292  
Okta, Inc. (a)      115,671       3,121,960  
Paylocity Holding Corp. (a)      185,314       9,106,330  
Twilio, Inc., “A” (a)(l)      315,574       9,240,007  
Ultimate Software Group, Inc. (a)      37,035       7,440,331  
    

 

 

 
             $ 56,143,364  
Computer Software - Systems - 9.9%                 
Electronics For Imaging, Inc. (a)      103,650     $ 3,685,794  
Five9, Inc. (a)      487,520       10,481,680  
HubSpot, Inc. (a)      84,254       6,180,031  
Kinaxis, Inc. (a)      87,732       5,148,349  
New Relic, Inc. (a)      252,835       12,110,796  
NICE Systems Ltd., ADR      231,268       18,089,783  
Proofpoint, Inc. (a)      84,521       7,755,647  
Q2 Holdings, Inc. (a)      275,678       11,192,527  
Rapid7, Inc. (a)      501,401       8,453,621  
RealPage, Inc (a)      245,446       10,578,723  
SS&C Technologies Holdings, Inc.      523,917       20,280,827  
    

 

 

 
             $ 113,957,778  
Construction - 6.4%                 
Foundation Building Materials, Inc. (a)      661,147     $ 8,634,580  
GMS, Inc. (a)      495,828       15,955,745  
Lennox International, Inc.      30,926       5,125,366  
Pool Corp.      42,047       4,191,666  
Siteone Landscape Supply, Inc. (a)      260,035       13,064,158  
Summit Materials, Inc., “A” (a)      448,071       13,236,017  
Techtronic Industries Co. Ltd.      1,013,500       5,245,088  
Trex Co., Inc. (a)      113,532       8,628,432  
    

 

 

 
             $ 74,081,052  
Consumer Products - 0.7%                 
E.L.F. Beauty, Inc. (a)(l)      384,170     $ 7,948,477  
Consumer Services - 2.6%                 
Bright Horizons Family Solutions, Inc. (a)      346,818     $ 27,721,162  
Carriage Services, Inc.      80,067       1,960,841  
    

 

 

 
             $ 29,682,003  
Containers - 1.9%                 
Berry Global Group, Inc. (a)      389,778     $ 21,921,115  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Electrical Equipment - 1.4%                 
Littlefuse, Inc.      38,122     $ 7,096,792  
WESCO International, Inc. (a)      172,476       8,701,414  
    

 

 

 
             $ 15,798,206  
Electronics - 4.2%                 
Inphi Corp. (a)      269,287     $ 10,310,999  
MACOM Technology Solutions Holdings, Inc. (a)      160,718       7,319,098  
Mercury Systems, Inc. (a)      164,039       7,914,882  
Monolithic Power Systems, Inc.      110,553       11,201,230  
Silicon Laboratories, Inc. (a)      150,465       11,420,293  
    

 

 

 
             $ 48,166,502  
Entertainment - 1.4%                 
Live Nation, Inc. (a)      401,775     $ 16,054,929  
Food & Beverages - 3.7%                 
Blue Buffalo Pet Products, Inc. (a)      471,452     $ 12,144,603  
Cal-Maine Foods, Inc. (a)      221,941       8,089,749  
Flex Pharma, Inc. (a)(l)      222,918       876,068  
Greencore Group PLC      2,562,754       6,793,493  
Snyders-Lance, Inc.      408,657       14,515,497  
    

 

 

 
             $ 42,419,410  
Gaming & Lodging - 0.5%                 
Vail Resorts, Inc.      26,204     $ 5,973,202  
General Merchandise - 0.8%                 
Five Below, Inc. (a)      113,769     $ 5,411,991  
Ollie’s Bargain Outlet Holdings, Inc. (a)      104,130       4,357,841  
    

 

 

 
             $ 9,769,832  
Internet - 2.9%                 
GrubHub, Inc. (a)      305,203     $ 17,424,039  
LogMeIn, Inc.      140,531       16,076,747  
    

 

 

 
             $ 33,500,786  
Machinery & Tools - 3.3%                 
Gardner Denver Holdings, Inc. (a)      373,405     $ 8,771,284  
Ritchie Bros. Auctioneers, Inc.      373,259       11,100,723  
SPX FLOW, Inc. (a)      228,803       7,658,036  
WABCO Holdings, Inc. (a)      75,699       10,871,890  
    

 

 

 
             $ 38,401,933  

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Medical & Health Technology & Services - 4.9%                 
Capital Senior Living Corp. (a)      486,402     $ 6,045,977  
Evolent Health, Inc.,“A” (a)      345,741       5,773,875  
Healthcare Services Group, Inc.      216,516       11,085,619  
ICON PLC (a)      77,186       8,752,121  
INC Research Holdings, Inc., “A” (a)      215,723       12,662,940  
Teladoc, Inc. (a)      347,270       11,650,908  
    

 

 

 
             $ 55,971,440  
Medical Equipment - 9.0%                 
DexCom, Inc. (a)      133,225     $ 9,939,917  
Insulet Corp. (a)      66,530       3,862,732  
iRhythm Technologies, Inc. (a)      147,048       7,020,071  
Masimo Corp. (a)      55,304       4,666,552  
Merit Medical Systems, Inc. (a)      306,758       12,669,105  
Nevro Corp. (a)      106,735       9,198,422  
NxStage Medical, Inc. (a)      228,576       6,400,128  
Obalon Therapeutics, Inc. (a)(l)      287,124       2,581,245  
PerkinElmer, Inc.      214,981       14,401,577  
Steris PLC      243,835       21,252,659  
Tactile Systems Technology, Inc. (a)      105,450       3,467,196  
West Pharmaceutical Services, Inc.      98,051       8,534,359  
    

 

 

 
             $ 103,993,963  
Oil Services - 0.9%                 
Patterson-UTI Energy, Inc.      273,042     $ 4,360,480  
U.S. Silica Holdings, Inc.      215,399       5,861,007  
    

 

 

 
             $ 10,221,487  
Other Banks & Diversified Financials - 3.6%                 
Bank of the Ozarks, Inc.      244,041     $ 10,484,001  
Pinnacle Financial Partners, Inc.      141,105       8,776,731  
Preferred Bank      118,586       6,379,927  
Texas Capital Bancshares, Inc. (a)      104,807       7,781,920  
Wintrust Financial Corp.      117,151       8,529,764  
    

 

 

 
             $ 41,952,343  
Pharmaceuticals - 1.4%                 
Aratana Therapeutics, Inc. (a)(l)      608,472     $ 3,474,375  
Collegium Pharmaceutical, Inc. (a)(l)      414,347       4,160,044  
PetIQ, Inc. (a)      258,647       6,481,694  
TherapeuticsMD, Inc. (a)(l)      405,152       2,430,912  
    

 

 

 
             $ 16,547,025  

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Pollution Control - 0.9%                 
Clean Harbors, Inc. (a)      194,689     $ 10,530,728  
Railroad & Shipping - 0.3%                 
StealthGas, Inc. (a)      976,797     $ 3,145,286  
Real Estate - 2.1%                 
Big Yellow Group PLC, REIT      458,482     $ 4,793,301  
Life Storage, Inc., REIT      116,817       8,596,563  
STAG Industrial, Inc., REIT      369,179       10,333,320  
    

 

 

 
             $ 23,723,184  
Restaurants - 5.0%                 
Dave & Buster’s, Inc. (a)      109,829     $ 6,420,603  
Domino’s Pizza Group PLC      1,852,995       6,479,079  
Performance Food Group Co. (a)      527,654       14,668,781  
U.S. Foods Holding Corp. (a)      583,031       16,004,201  
Wingstop, Inc. (l)      193,411       6,268,451  
Zoe’s Kitchen, Inc. (a)(l)      575,333       7,404,536  
    

 

 

 
             $ 57,245,651  
Special Products & Services - 1.0%                 
Boyd Group Income Fund, IEU      155,140     $ 11,609,876  
Specialty Chemicals - 5.1%                 
Axalta Coating Systems Ltd. (a)      467,954     $ 13,814,002  
Ferro Corp. (a)      462,530       8,912,953  
Ferroglobe PLC      458,482       6,184,922  
Nexeo Solutions, Inc. (a)      940,101       6,740,524  
RPM International, Inc.      242,928       11,896,184  
Univar, Inc. (a)      416,801       11,757,957  
    

 

 

 
             $ 59,306,542  
Specialty Stores - 1.0%                 
Michaels Co., Inc. (a)      332,691     $ 7,468,913  
Urban Outfitters, Inc. (a)      179,001       3,658,780  
    

 

 

 
             $ 11,127,693  
Trucking - 0.6%                 
Swift Transportation Co. (a)      245,477     $ 6,885,630  
Total Common Stocks (Identified Cost, $ 903,318,626)            $ 1,127,967,407  

 

15


Table of Contents

Portfolio of Investments – continued

 

 

Investment Companies (h) - 2.0%                 
Issuer    Shares/Par     Value ($)  
Money Market Funds - 2.0%                 
MFS Institutional Money Market Portfolio, 1.11% (v)
(Identified Cost, $23,452,182)
     23,454,525     $ 23,454,525  
Collateral for Securities Loaned - 1.6%                 
State Street Navigator Securities Lending Government Money Market Portfolio, 1.01% (j) (Identified Cost, $17,943,175)      17,943,175     $ 17,943,175  
Other Assets, Less Liabilities - (1.6)%              (18,860,809
Net Assets - 100.0%            $ 1,150,504,298  

 

(a) Non-income producing security.
(h) 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $23,454,525 and $1,145,910,582, respectively.
(j) The rate quoted is the annualized seven-day yield of the fund at period end.
(l) A portion of this security is on loan.
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

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

 

ADR   American Depositary Receipt
IEU   International Equity Unit
PLC   Public Limited Company
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/17

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 $27,523,659 of securities on loan (identified cost, $921,261,801)

     $1,145,910,582  

Investments in affiliated issuers, at value (identified cost, $23,452,182)

     23,454,525  

Receivables for

  

Investments sold

     10,266,292  

Fund shares sold

     1,894,261  

Interest and dividends

     501,420  

Other assets

     1,167  

Total assets

     $1,182,028,247  
Liabilities         

Payables for

  

Investments purchased

     $10,897,020  

Fund shares reacquired

     2,164,333  

Collateral for securities loaned, at value (c)

     17,943,175  

Payable to affiliates

  

Investment adviser

     55,821  

Shareholder servicing costs

     286,931  

Distribution and service fees

     10,093  

Program manager fee

     21  

Payable for independent Trustees’ compensation

     2,085  

Accrued expenses and other liabilities

     164,470  

Total liabilities

     $31,523,949  

Net assets

     $1,150,504,298  
Net assets consist of         

Paid-in capital

     $861,325,063  

Unrealized appreciation (depreciation)

     224,649,814  

Accumulated net realized gain (loss)

     64,531,495  

Accumulated net investment loss

     (2,074

Net assets

     $1,150,504,298  

Shares of beneficial interest outstanding

     41,273,014  

 

17


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $394,877,601        14,480,409        $27.27  

Class B

     20,143,090        889,204        22.65  

Class C

     76,723,650        3,380,583        22.70  

Class I

     106,459,006        3,570,895        29.81  

Class R1

     4,376,808        194,487        22.50  

Class R2

     29,129,793        1,126,725        25.85  

Class R3

     42,346,210        1,554,598        27.24  

Class R4

     83,185,511        2,921,329        28.48  

Class R6

     385,439,854        12,844,009        30.01  

Class 529A

     5,902,031        223,175        26.45  

Class 529B

     325,251        14,830        21.93  

Class 529C

     1,595,493        72,770        21.93  

 

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Classes A and 529A, for which the maximum offering prices per share were $28.93 [100 / 94.25 x $27.27] and $28.06 [100 / 94.25 x $26.45], respectively. On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R6, and 529A.
(c) Non-cash collateral is not included.

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/17

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

 

Net investment income (loss)         

Income

  

Dividends

     $6,146,212  

Income on securities loaned

     809,465  

Dividends from affiliated issuers

     170,013  

Other

     7,797  

Foreign taxes withheld

     (86,590

Total investment income

     $7,046,897  

Expenses

  

Management fee

     $9,949,618  

Distribution and service fees

     2,332,472  

Shareholder servicing costs

     1,301,954  

Program manager fees

     7,153  

Administrative services fee

     185,662  

Independent Trustees’ compensation

     25,760  

Custodian fee

     73,396  

Reimbursement of custodian expenses

     (75,313

Shareholder communications

     155,838  

Audit and tax fees

     58,210  

Legal fees

     12,260  

Miscellaneous

     188,114  

Total expenses

     $14,215,124  

Reduction of expenses by investment adviser and distributor

     (141,481

Net expenses

     $14,073,643  

Net investment income (loss)

     $(7,026,746
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $113,177,604  

Affiliated issuers

     (12,383,990

Foreign currency

     (6,702

Net realized gain (loss)

     $100,786,912  

Change in unrealized appreciation (depreciation)

  

Unaffiliated issuers

     $67,195,823  

Affiliated issuers

     4,238,724  

Translation of assets and liabilities in foreign currencies

     (1,049

Net unrealized gain (loss)

     $71,433,498  

Net realized and unrealized gain (loss)

     $172,220,410  

Change in net assets from operations

     $165,193,664  

See Notes to Financial Statements

 

19


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Year ended  
    

8/31/17

    

8/31/16

 
Change in net assets              
From operations                  

Net investment income (loss)

     $(7,026,746      $(5,354,613

Net realized gain (loss)

     100,786,912        18,100,820  

Net unrealized gain (loss)

     71,433,498        (5,221,249

Change in net assets from operations

     $165,193,664        $7,524,958  
Distributions declared to shareholders                  

From net realized gain

     $(25,588,520      $—  

Change in net assets from fund share transactions

     $(118,490,984      $(251,345,128

Total change in net assets

     $21,114,160        $(243,820,170
Net assets                  

At beginning of period

     1,129,390,138        1,373,210,308  

At end of period (including accumulated net investment
loss of $2,074 and $1,146,174, respectively)

     $1,150,504,298        $1,129,390,138  

See Notes to Financial Statements

 

20


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $24.11       $23.69       $25.49       $25.86       $20.17  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.18 )(c)      $(0.11     $(0.20     $(0.22     $(0.14

Net realized and unrealized gain (loss)

     3.92       0.53       0.22       2.30       5.83  

Total from investment operations

     $3.74       $0.42       $0.02       $2.08       $5.69  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $27.27       $24.11       $23.69       $25.49       $25.86  

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

     15.83 (c)      1.77       0.47       8.01       28.21  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.35 (c)      1.36       1.36       1.33       1.35  

Expenses after expense reductions (f)

     1.33 (c)      1.34       1.31       1.27       1.31  

Net investment income (loss)

     (0.70 )(c)      (0.50     (0.81     (0.83     (0.59

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $394,878       $400,997       $457,437       $620,802       $866,006  

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class B    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $20.27       $20.07       $22.04       $22.83       $17.94  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.30 )(c)      $(0.24     $(0.32     $(0.36     $(0.27

Net realized and unrealized gain (loss)

     3.26       0.44       0.17       2.02       5.16  

Total from investment operations

     $2.96       $0.20       $(0.15     $1.66       $4.89  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $22.65       $20.27       $20.07       $22.04       $22.83  

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

     14.97 (c)      1.00       (0.27     7.18       27.26  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     2.10 (c)      2.11       2.11       2.08       2.10  

Expenses after expense reductions (f)

     2.08 (c)      2.09       2.06       2.02       2.06  

Net investment income (loss)

     (1.45 )(c)      (1.26     (1.57     (1.58     (1.34

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $20,143       $22,906       $27,455       $34,971       $37,952  
Class C    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $20.31       $20.11       $22.08       $22.86       $17.96  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.31 )(c)      $(0.24     $(0.32     $(0.36     $(0.27

Net realized and unrealized gain (loss)

     3.28       0.44       0.17       2.03       5.17  

Total from investment operations

     $2.97       $0.20       $(0.15     $1.67       $4.90  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $22.70       $20.31       $20.11       $22.08       $22.86  

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

     14.99 (c)      0.99       (0.28     7.22       27.28  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     2.10 (c)      2.11       2.11       2.08       2.10  

Expenses after expense reductions (f)

     2.09 (c)      2.09       2.06       2.02       2.06  

Net investment income (loss)

     (1.45 )(c)      (1.27     (1.57     (1.59     (1.35

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $76,724       $85,370       $105,686       $141,293       $136,913  

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class I    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $26.24       $25.72       $27.44       $27.61       $21.48  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.12 )(c)      $(0.07     $(0.14     $(0.17     $(0.09

Net realized and unrealized gain (loss)

     4.27       0.59       0.24       2.45       6.22  

Total from investment operations

     $4.15       $0.52       $0.10       $2.28       $6.13  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $29.81       $26.24       $25.72       $27.44       $27.61  

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

     16.12 (c)      2.02       0.74       8.25       28.54  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.10 (c)      1.12       1.11       1.08       1.10  

Expenses after expense reductions (f)

     1.09 (c)      1.09       1.06       1.02       1.06  

Net investment income (loss)

     (0.45 )(c)      (0.30     (0.55     (0.59     (0.36

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $106,459       $101,635       $166,513       $483,893       $368,806  
Class R1    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $20.15       $19.94       $21.91       $22.71       $17.84  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.30 )(c)      $(0.23     $(0.32     $(0.36     $(0.27

Net realized and unrealized gain (loss)

     3.23       0.44       0.17       2.01       5.14  

Total from investment operations

     $2.93       $0.21       $(0.15     $1.65       $4.87  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $22.50       $20.15       $19.94       $21.91       $22.71  

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

     14.91 (c)      1.05       (0.28     7.17       27.30  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     2.10 (c)      2.11       2.11       2.08       2.10  

Expenses after expense reductions (f)

     2.09 (c)      2.09       2.06       2.02       2.06  

Net investment income (loss)

     (1.45 )(c)      (1.26     (1.57     (1.59     (1.34

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $4,377       $5,647       $6,573       $8,490       $8,972  

See Notes to Financial Statements

 

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Class R2    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $22.95       $22.60       $24.46       $24.97       $19.52  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.23 )(c)      $(0.17     $(0.25     $(0.27     $(0.19

Net realized and unrealized gain (loss)

     3.71       0.52       0.21       2.21       5.64  

Total from investment operations

     $3.48       $0.35       $(0.04     $1.94       $5.45  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $25.85       $22.95       $22.60       $24.46       $24.97  

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

     15.50 (c)      1.55       0.23       7.72       27.92  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.60 (c)      1.62       1.61       1.58       1.60  

Expenses after expense reductions (f)

     1.59 (c)      1.59       1.56       1.52       1.56  

Net investment income (loss)

     (0.95 )(c)      (0.82     (1.07     (1.09     (0.85

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $29,130       $35,890       $57,077       $66,923       $60,501  
Class R3    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $24.09       $23.67       $25.47       $25.84       $20.15  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.17 )(c)      $(0.12     $(0.20     $(0.22     $(0.14

Net realized and unrealized gain (loss)

     3.90       0.54       0.22       2.30       5.83  

Total from investment operations

     $3.73       $0.42       $0.02       $2.08       $5.69  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $27.24       $24.09       $23.67       $25.47       $25.84  

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

     15.81 (c)      1.77       0.47       8.02       28.24  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.35 (c)      1.37       1.36       1.33       1.35  

Expenses after expense reductions (f)

     1.34 (c)      1.34       1.31       1.27       1.31  

Net investment income (loss)

     (0.70 )(c)      (0.55     (0.82     (0.84     (0.60

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $42,346       $57,593       $89,659       $150,359       $110,562  

See Notes to Financial Statements

 

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Class R4    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $25.09       $24.60       $26.33       $26.57       $20.67  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.12 )(c)      $(0.07     $(0.14     $(0.16     $(0.08

Net realized and unrealized gain (loss)

     4.09       0.56       0.23       2.37       5.98  

Total from investment operations

     $3.97       $0.49       $0.09       $2.21       $5.90  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $28.48       $25.09       $24.60       $26.33       $26.57  

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

     16.14 (c)      1.99       0.73       8.31       28.54  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.10 (c)      1.12       1.11       1.08       1.10  

Expenses after expense reductions (f)

     1.09 (c)      1.09       1.06       1.02       1.06  

Net investment income (loss)

     (0.45 )(c)      (0.32     (0.57     (0.59     (0.35

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $83,186       $91,974       $142,857       $229,964       $197,884  
Class R6    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $26.38       $25.83       $27.52       $27.64       $21.48  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.09 )(c)      $(0.03     $(0.12     $(0.13     $(0.06

Net realized and unrealized gain (loss)

     4.30       0.58       0.25       2.46       6.22  

Total from investment operations

     $4.21       $0.55       $0.13       $2.33       $6.16  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $30.01       $26.38       $25.83       $27.52       $27.64  

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

     16.26 (c)      2.13       0.85       8.43       28.68  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     0.98 (c)      0.99       0.98       0.97       0.99  

Expenses after expense reductions (f)

     0.97 (c)      0.97       0.93       0.91       0.96  

Net investment income (loss)

     (0.34 )(c)      (0.11     (0.44     (0.48     (0.24

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $385,440       $320,645       $313,080       $319,139       $244,655  

See Notes to Financial Statements

 

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Class 529A    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $23.41       $23.01       $24.82       $25.25       $19.70  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.18 )(c)      $(0.11     $(0.20     $(0.22     $(0.14

Net realized and unrealized gain (loss)

     3.80       0.51       0.21       2.24       5.69  

Total from investment operations

     $3.62       $0.40       $0.01       $2.02       $5.55  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $26.45       $23.41       $23.01       $24.82       $25.25  

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

     15.80 (c)      1.74       0.44       7.97       28.17  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.45 (c)      1.46       1.46       1.43       1.45  

Expenses after expense reductions (f)

     1.37 (c)      1.37       1.34       1.30       1.34  

Net investment income (loss)

     (0.73 )(c)      (0.50     (0.85     (0.86     (0.62

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $5,902       $5,075       $5,149       $5,150       $4,519  
Class 529B    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $19.66       $19.47       $21.44       $22.27       $17.51  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.30 )(c)      $(0.23     $(0.32     $(0.36     $(0.28

Net realized and unrealized gain (loss)

     3.15       0.42       0.17       1.98       5.04  

Total from investment operations

     $2.85       $0.19       $(0.15     $1.62       $4.76  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $21.93       $19.66       $19.47       $21.44       $22.27  

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

     14.87 (c)      0.98       (0.28     7.18       27.18  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     2.20 (c)      2.21       2.21       2.18       2.20  

Expenses after expense reductions (f)

     2.13 (c)      2.12       2.09       2.06       2.10  

Net investment income (loss)

     (1.49 )(c)      (1.28     (1.60     (1.62     (1.39

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $325       $306       $341       $348       $300  

See Notes to Financial Statements

 

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Class 529C    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $19.65       $19.46       $21.44       $22.28       $17.52  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $(0.31 )(c)      $(0.23     $(0.33     $(0.36     $(0.28

Net realized and unrealized gain (loss)

     3.17       0.42       0.17       1.97       5.04  

Total from investment operations

     $2.86       $0.19       $(0.16     $1.61       $4.76  
Less distributions declared to shareholders                                  

From net realized gain

     $(0.58     $—       $(1.82     $(2.45     $—  

Net asset value, end of period (x)

     $21.93       $19.65       $19.46       $21.44       $22.28  

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

     14.93 (c)      0.98       (0.34     7.13       27.17  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     2.20 (c)      2.21       2.21       2.18       2.20  

Expenses after expense reductions (f)

     2.13 (c)      2.14       2.11       2.07       2.11  

Net investment income (loss)

     (1.50 )(c)      (1.28     (1.62     (1.63     (1.39

Portfolio turnover

     53       49       56       98       96  

Net assets at end of period (000 omitted)

     $1,595       $1,351       $1,383       $1,223       $1,454  

 

(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. See Note 2 in the Notes to Financial Statements for additional information.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.

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 does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid

 

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quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

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 halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis 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

 

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input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2017 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities      $1,127,967,407        $—        $—        $1,127,967,407  
Mutual Funds      41,397,700                      41,397,700  
Total      $1,169,365,107        $—        $—        $1,169,365,107  

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

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

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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.

 

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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 $27,523,659. The fair value of the fund’s investment securities on loan and a related liability of $17,943,175 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. Additionally, these loans were collateralized by U.S. Treasury Obligations of $10,151,607. The collateral on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.

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

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

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

Reimbursement of Expenses by Custodian – In December 2015, the fund’s custodian (or former custodian), State Street Bank and Trust Company, announced that it intended to reimburse its asset servicing clients for expense amounts that it billed in error during the period 1998 through 2015. The amount of this one-time reimbursement attributable to the fund is reflected as “Reimbursement of custodian 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

 

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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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

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

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
Long-term capital gains      $25,588,520        $—  

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

 

As of 8/31/17       
Cost of investments      $946,057,006  
Gross appreciation      287,477,425  
Gross depreciation      (64,169,324
Net unrealized appreciation (depreciation)      $223,308,101  
Undistributed ordinary income      24,502,943  
Undistributed long-term capital gain      41,371,575  
Other temporary differences      (3,384

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will

 

32


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Notes to Financial Statements – continued

 

convert to Class A and Class 529A shares, respectively, approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

       From net realized gain on
investments
 
       Year
ended
8/31/17
       Year
ended
8/31/16
 
Class A        $9,172,597          $—  
Class B        584,795           
Class C        2,281,782           
Class I        2,526,174           
Class R1        140,626           
Class R2        824,816           
Class R3        1,269,935           
Class R4        1,800,361           
Class R6        6,811,530           
Class 529A        128,020           
Class 529B        8,528           
Class 529C        39,356           
Total        $25,588,520          $—  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. For the period from September 1, 2016 through December 28, 2016, the management fee was computed daily and paid monthly at an annual rate of 0.90% of the fund’s average daily net assets. The investment adviser had agreed in writing to reduce its management fee to 0.80% of average daily net assets in excess of $1 billion up to $2.5 billion, 0.75% of average daily net assets in excess of $2.5 billion up to $5 billion, and 0.70% of average daily net assets in excess of $5 billion. This written agreement terminated on December 28, 2016. For the period from September 1, 2016 through December 28, 2016, this management fee reduction amounted to $30,628, which is included in the reduction of total expenses in the Statement of Operations. Effective December 29, 2016, the management fee is computed daily and paid monthly at an annual rate of 0.90% of average daily net assets up to $1 billion, 0.80% of average daily net assets in excess of $1 billion up to $2.5 billion, 0.75% of average daily net assets in excess of $2.5 billion up to $5 billion, and 0.70% of average daily net assets in excess of $5 billion. MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2017, this management fee reduction amounted to $84,454, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.88% of the fund’s average daily net assets.

 

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Notes to Financial Statements – continued

 

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $123,023 and $3,239 for the year ended August 31, 2017, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.

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

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.24%        $965,068  
Class B      0.75%        0.25%        1.00%        1.00%        204,558  
Class C      0.75%        0.25%        1.00%        1.00%        798,207  
Class R1      0.75%        0.25%        1.00%        1.00%        48,805  
Class R2      0.25%        0.25%        0.50%        0.50%        161,592  
Class R3             0.25%        0.25%        0.25%        123,290  
Class 529A             0.25%        0.25%        0.23%        13,525  
Class 529B      0.75%        0.25%        1.00%        0.99%        3,011  
Class 529C      0.75%        0.25%        1.00%        1.00%        14,416  
Total Distribution and Service Fees           $2,332,472  

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2017 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 MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2017, this rebate amounted to $20,566, $712, $244, $68, $1,164, $31, and $37 for Class A, Class B, Class C, Class R2, Class 529A, Class 529B, and Class 529C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

 

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Notes to Financial Statements – continued

 

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 C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2017, were as follows:

 

     Amount  
Class A      $6,997  
Class B      55,734  
Class C      3,957  
Class 529B       
Class 529C      56  

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets for each 529 share class. This waiver agreement will expire on December 31, 2018, unless MFD elects to extend the waiver. For the year ended August 31, 2017, this waiver amounted to $3,577 and is included in the reduction of total expenses in the Statement of Operations. The program manager fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the year ended August 31, 2017, were as follows:

 

     Fee      Waiver  
Class 529A      $5,410        $2,705  
Class 529B      301        151  
Class 529C      1,442        721  
Total Program Manager Fees and Waivers      $7,153        $3,577  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2017, the fee was $211,071, which equated to 0.0189% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2017, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,090,883.

 

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Notes to Financial Statements – continued

 

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.0166% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a

pension expense of $602 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2017. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $2,074 at August 31, 2017, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2017, the fee paid by the fund under this agreement was $2,099 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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.

On March 16, 2016, MFS purchased 613 shares of Class I for an aggregate amount of $13,712.

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. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction.

 

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Notes to Financial Statements – continued

 

During the year ended August 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $915,839 and $2,686,033, respectively. The sales transactions resulted in net realized gains (losses) of $(3,306,172).

(4) Portfolio Securities

For the year ended August 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $582,377,405 and $741,373,011, respectively.

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     2,341,848        $59,001,136        2,581,507        $57,106,656  

Class B

     102,320        2,162,726        125,615        2,323,055  

Class C

     356,395        7,440,681        359,925        6,744,890  

Class I

     3,690,354        100,156,404        982,521        24,084,261  

Class R1

     34,848        720,340        48,011        889,588  

Class R2

     206,742        4,917,124        353,539        7,402,869  

Class R3

     479,936        12,115,693        774,467        16,847,480  

Class R4

     812,147        21,286,173        959,951        21,770,461  

Class R6

     2,895,945        83,215,903        2,833,166        68,078,944  

Class 529A

     35,478        853,424        32,930        704,960  

Class 529B

     1,504        30,113        1,023        18,604  

Class 529C

     8,513        172,895        13,002        227,071  
     10,966,030        $292,072,612        9,065,657        $206,198,839  
Shares issued to shareholders in
reinvestment of distributions
 

Class A

     349,553        $8,459,180               $—  

Class B

     26,112        527,716                

Class C

     93,965        1,902,799                

Class I

     77,460        2,044,932                

Class R1

     7,003        140,626                

Class R2

     32,149        738,792                

Class R3

     52,542        1,269,935                

Class R4

     71,379        1,800,181                

Class R6

     240,953        6,399,723                

Class 529A

     5,455        128,020                

Class 529B

     436        8,528                

Class 529C

     2,011        39,356                
     959,018        $23,459,788               $—  

 

37


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Notes to Financial Statements – continued

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares reacquired           

Class A

     (4,841,795      $(120,972,086      (5,259,274      $(116,373,210

Class B

     (369,005      (7,673,676      (363,736      (6,790,055

Class C

     (1,272,779      (26,705,841      (1,412,784      (26,258,340

Class I

     (4,069,947      (114,653,455      (3,583,416      (86,864,306

Class R1

     (127,668      (2,645,579      (97,262      (1,799,822

Class R2

     (676,252      (16,145,795      (1,314,576      (27,633,057

Class R3

     (1,368,848      (34,380,875      (2,171,692      (48,293,221

Class R4

     (1,627,560      (42,350,702      (3,102,929      (71,687,353

Class R6

     (2,446,162      (67,477,778      (2,801,968      (70,638,112

Class 529A

     (34,529      (833,352      (39,969      (879,960

Class 529B

     (2,691      (53,331      (2,953      (53,513

Class 529C

     (6,491      (130,914      (15,307      (273,018
     (16,843,727      $(434,023,384      (20,165,866      $(457,543,967
Net change        

Class A

     (2,150,394      $(53,511,770      (2,677,767      $(59,266,554

Class B

     (240,573      (4,983,234      (238,121      (4,467,000

Class C

     (822,419      (17,362,361      (1,052,859      (19,513,450

Class I

     (302,133      (12,452,119      (2,600,895      (62,780,045

Class R1

     (85,817      (1,784,613      (49,251      (910,234

Class R2

     (437,361      (10,489,879      (961,037      (20,230,188

Class R3

     (836,370      (20,995,247      (1,397,225      (31,445,741

Class R4

     (744,034      (19,264,348      (2,142,978      (49,916,892

Class R6

     690,736        22,137,848        31,198        (2,559,168

Class 529A

     6,404        148,092        (7,039      (175,000

Class 529B

     (751      (14,690      (1,930      (34,909

Class 529C

     4,033        81,337        (2,305      (45,947
     (4,918,679      $(118,490,984      (11,100,209      $(251,345,128

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, and the MFS Conservative Allocation Fund were the owners of record of approximately 9%, 8%, 4%, and 3%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime Income Fund, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, the MFS Lifetime 2055 Fund, and the MFS Lifetime 2060 Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

(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

 

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Notes to Financial Statements – continued

 

syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2017, the fund’s commitment fee and interest expense were $7,676 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

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

 

Affiliated Issuers          Beginning
Shares/Par
Amount
    Acquisitions
Shares/Par
Amount
    Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money Market Portfolio       15,910,051       320,369,001       (312,824,527     23,454,525  
Fenix Parts, Inc.       1,338,451             (1,338,451      
SecureWorks Corp.       610,636             (610,636      
Affiliated Issuers  

Realized

Gain (Loss)

    Change in
Unrealized
Appreciation
(Depreciation)
    Capital Gain
Distributions
    Dividend
Income
   

Ending

Value

 
MFS Institutional Money Market Portfolio     $(2,082     $2,343       $—       $170,013       $23,454,525  
Fenix Parts, Inc.     (10,143,806     4,360,355                    
SecureWorks Corp.     (2,238,102     (123,974                  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Total     $(12,383,990     $4,238,724       $—       $170,013       $23,454,525  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

39


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and Shareholders of MFS New Discovery Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS New Discovery Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS New Discovery Fund (one of the series constituting the MFS Series Trust I) at August 31, 2017, 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 U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2017

 

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Table of Contents

RESULTS OF SHAREHOLDER MEETING

(unaudited)

At a special meeting of shareholders of MFS Series Trust I, which was held on March 23, 2017, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Dollars  

Nominee

   For     

Withheld Authority

 
Steven E. Buller      40,448,016,134.453        372,137,248.376  
John A. Caroselli      40,455,058,441.389        365,094,941.560  
Maureen R. Goldfarb      40,458,621,672.449        361,531,746.940  
David H. Gunning      40,369,558,961.219        450,594,312.051  
Michael Hegarty      40,379,783,468.714        440,369,950.676  
John P. Kavanaugh      40,453,732,784.104        366,420,708.405  
Robert J. Manning      40,424,010,964.586        396,142,308.684  
Clarence Otis, Jr.      40,441,919,324.712        378,234,043.007  
Maryanne L. Roepke      40,471,040,575.143        349,112,917.026  
Robin A. Stelmach      40,459,908,730.475        360,244,615.574  
Laurie J. Thomsen      40,426,270,790.416        393,882,628.973  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2017, 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 53)
  Trustee   February 2004   136   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 56)

  Trustee   January 2014   136   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 75)
  Trustee and Chair of Trustees   January 2004   136   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman (until 2013)

 

42


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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)

Steven E. Buller

(age 66)

  Trustee   February 2014   136   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

John A. Caroselli

(age 63)

  Trustee   March 2017   136   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 62)

  Trustee   January 2009   136   Private investor   N/A
Michael Hegarty
(age 72)
  Trustee   December 2004   136   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 62)

  Trustee and Vice Chair of Trustees   January 2009   136   Private investor   N/A

Clarence Otis, Jr.

(age 61)

  Trustee   March 2017   136   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

 

43


Table of Contents

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)

Maryanne L. Roepke

(age 61)

  Trustee   May 2014   136   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 60)
  Trustee   March 2005   136   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

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 43)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 49)

  Assistant Treasurer   January 2012   136  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 50)

  Assistant Treasurer   April 2017   136   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 58)

  Assistant Secretary and Assistant Clerk   September 2012   136   Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

 

44


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which
the Person
is an Officer

 

Principal
Occupations During

the Past Five Years

Ethan D. Corey (k)
(age 53)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k)
(age 49)
  President   July 2005   136   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 50)

  Secretary and Clerk   April 2017   136   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 44)

  Assistant Secretary and Assistant Clerk   June 2006   136   Massachusetts Financial Services Company, Vice President and Senior Counsel
Susan A. Pereira (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 46)

  Assistant Treasurer   September 2012   136   Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)

Matthew A. Stowe (k)

(age 42)

  Assistant Secretary and Assistant Clerk   October 2014   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino
(age 73)
  Independent Senior Officer   June 2004   136   Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k)
(age 47)
  Assistant Secretary and Assistant Clerk   October 2007   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

 

45


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which
the Person
is an Officer

 

Principal
Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 50)

  Chief Compliance Officer   July 2015   136   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost (k)
(age 57)
  Treasurer   September 1990   136   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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee 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. 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, Kavanaugh and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

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

 

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Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
 

State Street Bank and Trust Company

1 Lincoln Street
Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
 

Ernst & Young LLP

200 Claredon Street
Boston, MA 02116

Portfolio Manager(s)  

Paul Gordon

 

Michael Grossman

 

 

47


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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 over the course of three months beginning in May and ending in July, 2017 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper 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 (the “Broadridge expense group”), (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) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory,

 

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Board Review of Investment Advisory Agreement – continued

 

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 performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2016, 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 5th quintile relative to the other funds in the universe for this three-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 five-year period ended December 31, 2016 relative to the Lipper 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.

The Trustees expressed continued concern to MFS about the substandard investment performance of the Fund. In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year, as to MFS’ efforts to improve the Fund’s performance. In addition, the Trustees requested that they receive a separate update on the Fund’s performance at each of their regular meetings. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that MFS’ responses and efforts and plans to improve investment performance were sufficient to support approval of the continuance of the investment advisory agreement for an additional one-year period, but that they would continue to closely monitor the performance of the Fund.

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 peer groups of funds based on information provided by

 

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Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion, $2.5 billion and $5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

50


Table of Contents

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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

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, 2017.

 

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Table of Contents

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), 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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

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 on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

52


Table of Contents

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 2017 income tax forms in January 2018. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates $37,802,000 as capital gain dividends paid during the fiscal year.

 

53


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

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Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

55


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2017

 

LOGO

 

MFS® RESEARCH INTERNATIONAL FUND

 

LOGO

 

RIF-ANN

 


Table of Contents

MFS® RESEARCH INTERNATIONAL FUND

 

CONTENTS

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Expense table     10  
Portfolio of investments     12  
Statement of assets and liabilities     18  
Statement of operations     20  
Statements of changes in net assets     21  
Financial highlights     22  
Notes to financial statements     29  
Report of independent registered public accounting firm     42  
Results of shareholder meeting     43  
Trustees and officers     44  
Board review of investment advisory agreement     50  
Proxy voting policies and information     54  
Quarterly portfolio disclosure     54  
Further information     54  
Information about fund contracts and legal claims     55  
Federal tax information     55  
MFS® privacy notice     56  
Contact information    back cover  

 

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Despite policy uncertainty accompanying a new presidential administration in the United States and unease over ongoing Brexit negotiations, most markets have proved

resilient. U.S. share prices have reached new highs in recent months although the U.S. Federal Reserve has continued to gradually hike interest rates. However, rates in most developed markets remain very low, with major non-U.S. central banks just beginning to contemplate curbing accommodative monetary policies.

Globally, we’ve experienced a year-long synchronized upturn in economic growth. Despite better growth, there are few immediate signs of worrisome inflation amid muted wage gains around the world. Europe has benefited from diminishing event risks as populist challengers fell short of upsetting establishment

candidates in both the Dutch and French elections. Emerging market economies have been boosted in part by a weaker U.S. dollar and are recovering despite lingering concerns over the potential for restrictive U.S. trade policies that could hamper global trade growth. Looking ahead, markets will have to contend with issues involving geopolitical hot spots on the Korean peninsula and in the Middle East.

At MFS®, we believe time is an asset. A patient, long-term approach to investing can have a powerful impact on decision making and outcomes. Time arbitrage, as we call it, comes down to having the conviction and discipline to allow enough time for good investment ideas to play out. In our view, such an approach, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

October 17, 2017

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

 

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Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Nestle S.A.     3.4%  
Roche Holding AG     2.9%  
Bayer AG     2.7%  
AIA Group Ltd.     2.1%  
Schneider Electric S.A.     2.0%  
UBS AG     1.8%  
Danone S.A.     1.7%  
Reckitt Benckiser Group PLC     1.7%  
Akzo Nobel N.V.     1.7%  
BNP Paribas     1.6%  
Global equity sectors  
Financial Services     24.7%  
Capital Goods     23.5%  
Health Care     10.0%  
Consumer Staples     10.0%  
Technology     9.3%  
Consumer Cyclicals     8.3%  
Energy     8.2%  
Telecommunications/Cable Television     4.5%  
Issuer country weightings (x)  
Japan     18.3%  
Switzerland     14.1%  
United Kingdom     10.3%  
Germany     8.6%  
France     8.4%  
United States     7.5%  
Australia     3.9%  
Hong Kong     3.8%  
Italy     3.5%  
Other Countries     21.6%  
Currency exposure weightings (y)  
Euro     29.0%  
Japanese Yen     18.3%  
Swiss Franc     14.1%  
British Pound Sterling     10.7%  
United States Dollar     8.2%  
Hong Kong Dollar     4.4%  
Australian Dollar     3.9%  
Chinese Renminbi     1.7%  
Canadian Dollar     1.6%  
Other Currencies     8.1%  
 

 

 

 

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

 

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

 

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Portfolio Composition – continued

 

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

Percentages are based on net assets as of August 31, 2017.

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

 

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MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2017, Class A shares of the MFS Research International Fund (“fund”) provided a total return of 16.66%, at net asset value. This compares with a return of 17.64% for the fund’s benchmark, the MSCI EAFE Index (net div).

Market Environment

For the first time in many years, the global economy is experiencing a period of synchronized economic growth. The rebound in emerging markets (“EM”) economies has been more pronounced (despite the deceleration in Chinese growth at the end of the period), helped by larger economies such as Brazil and Russia emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US after the presidential elections in November in anticipation of lower taxes, a lighter regulatory burden and increased infrastructure spending, boosting US equities and corporate bond performance. Though hopes have largely faded for pro-growth US policies, market confidence persists. Globally, markets benefited from a reflation trade during the first half of the period as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. While this bump in global inflation faded in the second half of the period as commodity prices, particularly oil, leveled off or declined, global growth remained relatively resilient. As a result, there have been more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points during the second half of the period, bringing the total number of quarter-percent hikes in the federal funds rate to four since December 2015. The European Central Bank appears set to announce tapering of quantitative easing in the fall of 2017. The Bank of England may also begin reducing monetary accommodation. Markets have been comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections. European growth has reflected the calmer political economic backdrop.

In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. Demand for autos reached near-record territory in the first half of the period before tapering off at the end of the period, while the housing market continued its recovery amid relatively low mortgage rates and tight inventories. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, the US election resulted in a sell-off in EM assets due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional

 

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Management Review – continued

 

policy action has so far been lacking on economic issues involving EM. As a result, emerging markets resumed their upward trajectory, powered by strong inflows throughout the first half of 2017.

Detractors from Performance

Stock selection within the capital goods sector was a primary detractor from performance relative to the MSCI EAFE Index. The fund’s overweight positions in supply chain support services and information management solutions provider Brambles (Australia), parcel delivery services company Yamato Holdings (Japan) and mechanical engineering firm GEA Group (Germany) held back relative results. Shares of Brambles fell after the company issued a profit warning as sales and earnings growth came in below market consensus. Management cited US retail de-stocking as a key driver for the weak performance.

Stock selection in both the consumer staples and energy sectors further detracted from relative performance. Within the consumer staples sector, an overweight position in tobacco company Japan Tobacco (Japan) and health, hygiene and home products manufacturer Reckitt Benckiser (United Kingdom) hindered relative performance. There were no individual securities within the energy sector that were among the fund’s top relative detractors during the period.

Elsewhere, the fund’s overweight positions in telecommunications company KDDI (Japan) and advertising and marketing firm WPP (United Kingdom) dampened relative returns. Shares of WPP depreciated after the company reported account losses and lower-than-expected net organic sales growth due to a deceleration in the North American region. Additionally, not holding shares of financial services firm HSBC (United Kingdom), and the fund’s holdings of internet search engine and online computer games provider NAVER (b) (South Korea), further hindered relative returns.

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

Contributors to Performance

Stock selection in both the health care and technology sectors contributed to relative results. Within the health care sector, not holding a position in weak-performing pharmaceutical company Teva Pharmaceutical Industries Ltd (Israel) benefited relative results. Within the technology sector, the fund’s position in online and mobile commerce company Alibaba Group Holding (b) aided relative performance. Shares of Alibaba Group advanced after the company reported greater-than-expected sales guidance and strong revenue results, driven by outperformance in the company’s core commerce and cloud computing services.

Other areas of relative strength included the fund’s overweight positions in financial services group DnB NOR (Norway), mining company Rio Tinto (United Kingdom), banking and financial services firm Intesa Sanpaolo (Italy), global banking group BNP Paribas (France), luxury goods company LVMH (France), paint and specialty chemicals manufacturer Akzo Nobel (Netherlands) and banking firm KBC Group (Belgium).

 

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Management Review – continued

 

Avoiding shares of auto manufacturer Toyota Motor (Japan), which underperformed the benchmark, also helped. Shares of DnB NOR rose during the period after the company’s results came in ahead of market consensus, driven by lower-than-expected costs, a stronger capital position and improved dividend payout prospects.

Respectfully,

 

Portfolio Manager(s)
Jose Luis Garcia, Victoria Higley, and Thomas Melendez

 

(b) Security is not a benchmark constituent.

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 8/31/17

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

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

Growth of a Hypothetical $10,000 Investment

LOGO

 

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Performance Summary – continued

 

Total Returns through 8/31/17

Average annual without sales charge

 

     Share Class    Class Inception Date    1-yr    5-yr    10-yr     
    A    1/02/97    16.66%    6.81%    1.55%    
    B    1/02/98    15.77%    6.01%    0.81%    
    C    1/02/98    15.74%    6.01%    0.81%    
    I    1/02/97    16.95%    7.08%    1.82%    
    R1    4/01/05    15.79%    6.01%    0.81%    
    R2    10/31/03    16.37%    6.55%    1.31%    
    R3    4/01/05    16.67%    6.82%    1.56%    
    R4    4/01/05    16.92%    7.08%    1.82%    
    R6    5/01/06    17.07%    7.19%    1.82%    
    529A    7/31/02    16.60%    6.79%    1.48%    
    529B    7/31/02    15.68%    5.96%    0.73%    
    529C    7/31/02    15.78%    5.97%    0.73%    
Comparative benchmark(s)                   
     MSCI EAFE Index (net div) (f)    17.64%    8.48%    1.62%     
Average annual with sales charge                   
    A

With Initial Sales Charge (5.75%)

   9.95%    5.55%    0.95%    
    B

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

   11.77%    5.69%    0.81%    
    C

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

   14.74%    6.01%    0.81%    
    529A

With initial Sales Charge (5.75%)

   9.89%    5.53%    0.89%    
    529B

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

   11.68%    5.64%    0.73%    
    529C

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

   14.78%    5.97%    0.73%    

CDSC – Contingent Deferred Sales Charge.

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

On May 30, 2012, Class W shares were redesignated Class R5 shares. Total returns for Class R5 shares prior to May 30, 2012 reflect the performance history of Class W shares which had different fees and expenses than Class R5 shares. Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.

(f) Source: FactSet Research Systems Inc.
(v) Assuming redemption at the end of the applicable period.

 

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Performance Summary – continued

 

Benchmark Definition(s)

MSCI EAFE (Europe, Australasia, Far East) Index (net div) – a market capitalization-weighted index that is designed to measure equity market performance in the developed markets, excluding the U.S. and Canada.

It is not possible to invest directly in an index.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

Average annual total return represents the average annual change in value for each share class for the periods presented.

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

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

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

 

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EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2017 through August 31, 2017

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2017 through August 31, 2017.

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
3/01/17

   

Ending

Account Value

8/31/17

   

Expenses

Paid During

Period (p)

3/01/17-8/31/17

 
A   Actual     1.09%       $1,000.00       $1,145.02       $5.89  
  Hypothetical (h)     1.09%       $1,000.00       $1,019.71       $5.55  
B   Actual     1.84%       $1,000.00       $1,140.99       $9.93  
  Hypothetical (h)     1.84%       $1,000.00       $1,015.93       $9.35  
C   Actual     1.84%       $1,000.00       $1,140.66       $9.93  
  Hypothetical (h)     1.84%       $1,000.00       $1,015.93       $9.35  
I   Actual     0.85%       $1,000.00       $1,146.43       $4.60  
  Hypothetical (h)     0.85%       $1,000.00       $1,020.92       $4.33  
R1   Actual     1.84%       $1,000.00       $1,140.53       $9.93  
  Hypothetical (h)     1.84%       $1,000.00       $1,015.93       $9.35  
R2   Actual     1.34%       $1,000.00       $1,144.07       $7.24  
  Hypothetical (h)     1.34%       $1,000.00       $1,018.45       $6.82  
R3   Actual     1.09%       $1,000.00       $1,145.22       $5.89  
  Hypothetical (h)     1.09%       $1,000.00       $1,019.71       $5.55  
R4   Actual     0.85%       $1,000.00       $1,146.73       $4.60  
  Hypothetical (h)     0.85%       $1,000.00       $1,020.92       $4.33  
R6   Actual     0.76%       $1,000.00       $1,147.02       $4.11  
  Hypothetical (h)     0.76%       $1,000.00       $1,021.37       $3.87  
529A   Actual     1.12%       $1,000.00       $1,145.06       $6.06  
  Hypothetical (h)     1.12%       $1,000.00       $1,019.56       $5.70  
529B   Actual     1.89%       $1,000.00       $1,139.85       $10.19  
  Hypothetical (h)     1.89%       $1,000.00       $1,015.68       $9.60  
529C   Actual     1.88%       $1,000.00       $1,140.98       $10.15  
  Hypothetical (h)     1.88%       $1,000.00       $1,015.73       $9.55  

 

(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 184/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class 529A and Class 529C shares, this rebate reduced the expense ratios above by 0.02% and 0.01%, respectively. See Note 3 in the Notes to Financial Statements for additional information.

 

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PORTFOLIO OF INVESTMENTS

8/31/17

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

 

Common Stocks - 98.5%                 
Issuer    Shares/Par     Value ($)  
Airlines - 0.7%                 
Aena S.A.      123,521     $ 24,122,840  
Malaysia Airports Holdings Berhad      11,248,700       23,706,428  
    

 

 

 
             $ 47,829,268  
Alcoholic Beverages - 0.5%                 
AmBev S.A., ADR      5,837,664     $ 36,543,777  
Apparel Manufacturers - 1.3%                 
LVMH Moet Hennessy Louis Vuitton SE      359,069     $ 94,146,729  
Automotive - 3.3%                 
GKN PLC      19,229,531     $ 79,296,779  
Koito Manufacturing Co. Ltd.      1,217,700       75,874,335  
USS Co. Ltd.      4,392,800       86,349,577  
    

 

 

 
             $ 241,520,691  
Broadcasting - 0.9%                 
WPP PLC      3,712,498     $ 68,168,997  
Business Services - 3.2%                 
Amadeus IT Holding S.A.      1,108,161     $ 68,691,318  
Cerved Information Solutions S.p.A.      1,822,697       20,537,449  
Cognizant Technology Solutions Corp., “A”      1,530,089       108,284,399  
Nomura Research, Inc.      981,400       38,207,959  
    

 

 

 
             $ 235,721,125  
Chemicals - 0.6%                 
Orica Ltd.      2,486,539     $ 40,185,778  
Computer Software - 0.7%                 
Check Point Software Technologies Ltd. (a)      457,375     $ 51,166,541  
Computer Software - Systems - 0.6%                 
EPAM Systems, Inc. (a)      535,506     $ 43,552,703  
Construction - 2.0%                 
Techtronic Industries Co. Ltd.      12,825,500     $ 66,374,820  
Toto Ltd.      2,043,300       77,784,241  
    

 

 

 
             $ 144,159,061  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Consumer Products - 3.0%                 
L’Oréal      457,419     $ 96,573,240  
Reckitt Benckiser Group PLC      1,336,578       126,721,148  
    

 

 

 
             $ 223,294,388  
Consumer Services - 0.3%                 
Ctrip.com International Ltd., ADR (a)      440,564     $ 22,667,018  
Containers - 1.1%                 
Brambles Ltd.      11,142,376     $ 82,464,536  
Electrical Equipment - 2.6%                 
Legrand S.A.      595,241     $ 41,722,666  
Schneider Electric S.A.      1,827,771       147,371,758  
    

 

 

 
             $ 189,094,424  
Electronics - 2.7%                 
Broadcom Corp.      176,484     $ 44,486,322  
Mellanox Technologies Ltd. (a)      873,653       41,018,009  
Samsung Electronics Co. Ltd.      18,447       37,888,659  
Taiwan Semiconductor Manufacturing Co. Ltd.      10,754,326       77,150,057  
    

 

 

 
             $ 200,543,047  
Energy - Independent - 1.3%                 
Cairn Energy PLC (a)      9,703,593     $ 21,519,344  
Caltex Australia Ltd.      1,528,318       40,566,718  
Oil Search Ltd.      6,932,174       36,977,003  
    

 

 

 
             $ 99,063,065  
Energy - Integrated - 2.9%                 
BP PLC      16,493,314     $ 94,939,434  
Eni S.p.A.      3,945,157       61,853,100  
Galp Energia SGPS S.A., “B”      3,322,811       55,022,989  
    

 

 

 
             $ 211,815,523  
Food & Beverages - 5.1%                 
Danone S.A.      1,610,548     $ 126,827,937  
Nestle S.A.      2,972,169       252,136,137  
    

 

 

 
             $ 378,964,074  
Food & Drug Stores - 1.3%                 
Clicks Group Ltd.      1,697,772     $ 19,419,888  
Sundrug Co. Ltd.      1,760,000       72,923,091  
    

 

 

 
             $ 92,342,979  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Gaming & Lodging - 0.5%                 
Paddy Power Betfair PLC      377,015     $ 33,224,375  
General Merchandise - 0.5%                 
Dollarama, Inc.      405,636     $ 39,977,275  
Insurance - 6.6%                 
AIA Group Ltd.      20,063,200     $ 153,952,677  
AMP Ltd.      13,114,450       53,169,183  
Aon PLC      529,443       73,677,288  
Hiscox Ltd.      3,937,846       65,076,159  
Swiss Re Ltd.      580,125       52,540,650  
Zurich Insurance Group AG      304,647       91,144,715  
    

 

 

 
             $ 489,560,672  
Internet - 1.6%                 
Alibaba Group Holding Ltd., ADR (a)      384,305     $ 66,000,541  
NAVER Corp.      65,560       43,896,595  
Scout24 AG      195,612       7,876,707  
    

 

 

 
             $ 117,773,843  
Machinery & Tools - 5.1%                 
Daikin Industries Ltd.      948,200     $ 94,832,938  
GEA Group AG      1,656,726       72,973,272  
Kubota Corp.      5,956,400       103,160,828  
Ritchie Bros. Auctioneers, Inc.      1,072,247       31,873,320  
Schindler Holding AG      355,416       76,127,479  
    

 

 

 
             $ 378,967,837  
Major Banks - 6.2%                 
Barclays PLC      27,342,629     $ 67,566,791  
BNP Paribas      1,542,389       117,347,582  
Erste Group Bank AG      1,377,305       58,198,087  
Sumitomo Mitsui Financial Group, Inc.      2,035,000       76,154,000  
UBS AG      8,275,565       136,351,141  
    

 

 

 
             $ 455,617,601  
Medical Equipment - 0.7%                 
Terumo Corp.      1,399,200     $ 54,091,963  
Metals & Mining - 1.3%                 
Rio Tinto Ltd.      1,987,871     $ 96,304,431  
Natural Gas - Distribution - 0.6%                 
China Resources Gas Group Ltd.      11,442,000     $ 40,353,857  

 

14


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Natural Gas - Pipeline - 1.1%                 
APA Group      5,047,804     $ 35,552,974  
Enbridge, Inc.      1,220,431       48,787,920  
    

 

 

 
             $ 84,340,894  
Network & Telecom - 0.5%                 
LM Ericsson Telephone Co., “B”      5,986,924     $ 35,089,331  
Oil Services - 0.4%                 
Schlumberger Ltd.      513,703     $ 32,625,278  
Other Banks & Diversified Financials - 8.8%                 
Aeon Credit Service Co. Ltd.      4,055,100     $ 85,982,063  
Allied Irish Banks PLC      10,034,021       59,796,706  
DnB NOR A.S.A.      3,807,955       74,363,096  
HDFC Bank Ltd.      2,085,107       57,987,184  
Intesa Sanpaolo S.p.A.      26,492,734       89,442,600  
Julius Baer Group Ltd.      1,282,180       71,666,769  
Jyske Bank A.S.      689,334       41,476,890  
KBC Groep N.V.      900,382       73,990,521  
Mastercard, Inc., “A”      717,506       95,643,550  
    

 

 

 
             $ 650,349,379  
Pharmaceuticals - 9.3%                 
Bayer AG      1,567,281     $ 200,570,354  
Novartis AG      763,262       64,391,153  
Novo Nordisk A.S., “B”      1,535,584       73,247,702  
Roche Holding AG      857,133       217,646,265  
Santen Pharmaceutical Co. Ltd.      6,718,500       104,259,435  
Shionogi & Co. Ltd.      448,000       23,615,409  
    

 

 

 
             $ 683,730,318  
Printing & Publishing - 1.4%                 
RELX N.V.      4,839,196     $ 101,592,134  
Real Estate - 3.1%                 
Grand City Properties S.A.      3,293,371     $ 71,746,902  
LEG Immobilien AG      1,062,906       107,427,126  
Mitsui Fudosan Co. Ltd.      2,371,800       51,304,320  
    

 

 

 
             $ 230,478,348  
Specialty Chemicals - 6.7%                 
Akzo Nobel N.V.      1,360,947     $ 124,426,774  
Croda International PLC      1,621,617       80,563,436  
Linde AG      611,728       117,281,766  

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Specialty Chemicals - continued                 
Nippon Paint Holdings Co. Ltd.      1,154,900     $ 39,394,870  
Sika AG      10,681       75,739,924  
Symrise AG      826,365       60,402,052  
    

 

 

 
             $ 497,808,822  
Specialty Stores - 1.5%                 
Esprit Holdings Ltd. (a)      15,455,500     $ 8,946,544  
JD.com, Inc., ADR (a)      873,059       36,589,902  
Just Eat PLC (a)      4,197,579       36,149,762  
Ryohin Keikaku Co. Ltd.      110,700       30,712,239  
    

 

 

 
             $ 112,398,447  
Telecommunications - Wireless - 4.1%                 
Advanced Info Service PLC      8,332,500     $ 47,051,461  
Cellnex Telecom S.A.U.      2,622,778       58,589,732  
KDDI Corp.      3,749,400       101,191,338  
SoftBank Corp.      944,000       76,612,253  
Vodafone Group PLC      7,187,867       20,578,323  
    

 

 

 
             $ 304,023,107  
Telephone Services - 0.4%                 
Com Hem Holding AB      1,971,087     $ 29,371,261  
Tobacco - 1.3%                 
Japan Tobacco, Inc.      2,813,300     $ 96,322,929  
Trucking - 0.9%                 
Yamato Holdings Co. Ltd.      2,970,400     $ 63,333,948  
Utilities - Electric Power - 1.8%                 
CLP Holdings Ltd.      4,865,500     $ 51,385,947  
Enel S.p.A.      13,984,606       84,654,997  
    

 

 

 
             $ 136,040,944  
Total Common Stocks (Identified Cost, $6,426,596,670)            $ 7,266,620,718  
Investment Companies (h) - 1.3%                 
Money Market Funds - 1.3%                 
MFS Institutional Money Market Portfolio, 1.11% (v)
(Identified Cost, $97,839,502)
     97,839,200     $ 97,839,200  
Other Assets, Less Liabilities - 0.2%              16,708,647  
Net Assets - 100.0%            $ 7,381,168,565  

 

16


Table of Contents

Portfolio of Investments – continued

 

 

(a) Non-income producing security.
(h) 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $97,839,200 and $7,266,620,718, respectively.
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

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

 

ADR   American Depositary Receipt
PLC   Public Limited Company

See Notes to Financial Statements

 

17


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/17

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, $6,426,596,670)

     $7,266,620,718  

Investments in affiliated issuers, at value (identified cost, $97,839,502)

     97,839,200  

Cash

     320,096  

Foreign currency, at value (identified cost, $1,187,910)

     1,185,531  

Receivables for

  

Investments sold

     62,893,466  

Fund shares sold

     14,451,986  

Interest and dividends

     29,890,856  

Other assets

     6,251  

Total assets

     $7,473,208,104  
Liabilities         

Payables for

  

Investments purchased

     $82,513,413  

Fund shares reacquired

     6,798,467  

Payable to affiliates

  

Investment adviser

     284,978  

Shareholder servicing costs

     703,526  

Distribution and service fees

     16,569  

Program manager fee

     40  

Payable for independent Trustees’ compensation

     644  

Deferred country tax expense payable

     725,177  

Accrued expenses and other liabilities

     996,725  

Total liabilities

     $92,039,539  

Net assets

     $7,381,168,565  
Net assets consist of         

Paid-in capital

     $6,843,431,250  

Unrealized appreciation (depreciation) (net of $725,177 deferred country tax)

     839,968,033  

Accumulated net realized gain (loss)

     (409,272,603

Undistributed net investment income

     107,041,885  

Net assets

     $7,381,168,565  

Shares of beneficial interest outstanding

     405,965,613  

 

18


Table of Contents

Statement of Assets and Liabilities – continued

 

 

     Net assets      Shares
outstanding
     Net asset value
per share (a)
 
Class A      $693,537,910        38,181,745        $18.16  
Class B      6,228,407        356,332        17.48  
Class C      48,570,384        2,852,077        17.03  
Class I      1,099,133,776        58,495,416        18.79  
Class R1      2,089,101        124,344        16.80  
Class R2      132,988,185        7,579,335        17.55  
Class R3      91,653,482        5,098,289        17.98  
Class R4      63,884,478        3,508,653        18.21  
Class R6      5,228,376,667        288,926,275        18.10  
Class 529A      10,464,475        586,570        17.84  
Class 529B      386,101        22,990        16.79  
Class 529C      3,855,599        233,587        16.51  

 

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Classes A and 529A, for which the maximum offering prices per share were $19.27 [100 / 94.25 x $18.16] and $18.93 [100 / 94.25 x $17.84], respectively. On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R6, and 529A.

See Notes to Financial Statements

 

19


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/17

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

     $183,683,643  

Income on securities loaned

     668,816  

Dividends from affiliated issuers

     385,762  

Other

     15,945  

Interest

     8,258  

Foreign taxes withheld

     (16,018,631

Total investment income

     $168,743,793  

Expenses

  

Management fee

     $48,656,249  

Distribution and service fees

     3,646,555  

Shareholder servicing costs

     3,575,321  

Program manager fees

     13,380  

Administrative services fee

     640,808  

Independent Trustees’ compensation

     98,191  

Custodian fee

     948,531  

Reimbursement of custodian expenses

     (222,629

Shareholder communications

     826,044  

Audit and tax fees

     89,809  

Legal fees

     71,016  

Miscellaneous

     329,827  

Total expenses

     $58,673,102  

Reduction of expenses by investment adviser and distributor

     (977,161

Net expenses

     $57,695,941  

Net investment income (loss)

     $111,047,852  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers (net of $8,127 country tax)

     $149,964,726  

Affiliated issuers

     (3,870

Foreign currency

     (2,824,133

Net realized gain (loss)

     $147,136,723  

Change in unrealized appreciation (depreciation)

  

Unaffiliated issuers (net of $725,177 increase in deferred country tax)

     $805,420,965  

Affiliated issuers

     (302

Translation of assets and liabilities in foreign currencies

     825,381  

Net unrealized gain (loss)

     $806,246,044  

Net realized and unrealized gain (loss)

     $953,382,767  

Change in net assets from operations

     $1,064,430,619  

See Notes to Financial Statements

 

20


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  
     8/31/17      8/31/16  
Change in net assets              
From operations                  

Net investment income (loss)

     $111,047,852        $123,556,405  

Net realized gain (loss)

     147,136,723        (194,900,147

Net unrealized gain (loss)

     806,246,044        (41,757,937

Change in net assets from operations

     $1,064,430,619        $(113,101,679
Distributions declared to shareholders                  

From net investment income

     $(123,095,420      $(126,270,222

Change in net assets from fund share transactions

     $1,950,464        $(697,216,021

Total change in net assets

     $943,285,663        $(936,587,922
Net assets                  

At beginning of period

     6,437,882,902        7,374,470,824  

At end of period (including undistributed net investment income of $107,041,885 and $121,964,273, respectively)

     $7,381,168,565        $6,437,882,902  

See Notes to Financial Statements

 

21


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  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $15.83       $16.34       $18.06       $16.25       $14.25  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $0.20 (c)      $0.25       $0.26       $0.40       $0.26  

Net realized and unrealized gain (loss)

    2.39       (0.50     (1.60     1.64       2.01  

Total from investment operations

    $2.59       $(0.25     $(1.34     $2.04       $2.27  
Less distributions declared to shareholders  

From net investment income

    $(0.26     $(0.26     $(0.38     $(0.23     $(0.27

Net asset value, end of period (x)

    $18.16       $15.83       $16.34       $18.06       $16.25  

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

    16.66 (c)      (1.50     (7.44     12.60       16.08  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    1.12 (c)      1.14       1.13       1.13       1.18  

Expenses after expense reductions (f)

    1.10 (c)      1.11       1.09       1.11       1.18  

Net investment income (loss)

    1.25 (c)      1.62       1.53       2.24       1.65  

Portfolio turnover

    33       40       28       27       32  

Net assets at end of period (000 omitted)

    $693,538       $971,630       $1,178,013       $1,184,927       $1,108,795  

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class B    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $15.21       $15.65       $17.26       $15.52       $13.59  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.10 (c)      $0.12       $0.12       $0.25       $0.12  

Net realized and unrealized gain (loss)

     2.28       (0.47     (1.52     1.57       1.94  

Total from investment operations

     $2.38       $(0.35     $(1.40     $1.82       $2.06  
Less distributions declared to shareholders  

From net investment income

     $(0.11     $(0.09     $(0.21     $(0.08     $(0.13

Net asset value, end of period (x)

     $17.48       $15.21       $15.65       $17.26       $15.52  

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

     15.77 (c)      (2.20     (8.15     11.77       15.27  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.87 (c)      1.89       1.88       1.88       1.93  

Expenses after expense reductions (f)

     1.85 (c)      1.86       1.84       1.86       1.93  

Net investment income (loss)

     0.61 (c)      0.82       0.70       1.46       0.83  

Portfolio turnover

     33       40       28       27       32  

Net assets at end of period (000 omitted)

     $6,228       $7,967       $11,228       $16,932       $19,751  
Class C    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $14.85       $15.31       $16.93       $15.26       $13.39  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.10 (c)      $0.12       $0.12       $0.25       $0.13  

Net realized and unrealized gain (loss)

     2.21       (0.45     (1.50     1.54       1.90  

Total from investment operations

     $2.31       $(0.33     $(1.38     $1.79       $2.03  
Less distributions declared to shareholders  

From net investment income

     $(0.13     $(0.13     $(0.24     $(0.12     $(0.16

Net asset value, end of period (x)

     $17.03       $14.85       $15.31       $16.93       $15.26  

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

     15.74 (c)      (2.16     (8.17     11.74       15.22  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.87 (c)      1.89       1.88       1.88       1.93  

Expenses after expense reductions (f)

     1.85 (c)      1.86       1.84       1.86       1.93  

Net investment income (loss)

     0.64 (c)      0.85       0.76       1.50       0.87  

Portfolio turnover

     33       40       28       27       32  

Net assets at end of period (000 omitted)

     $48,570       $62,124       $77,442       $91,487       $86,793  

See Notes to Financial Statements

 

23


Table of Contents

Financial Highlights – continued

 

Class I   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $16.38       $16.90       $18.66       $16.78       $14.71  
Income (loss) from investment operations          

Net investment income (loss) (d)

    $0.30 (c)      $0.30       $0.32       $0.46       $0.31  

Net realized and unrealized gain (loss)

    2.42       (0.51     (1.66     1.69       2.06  

Total from investment operations

    $2.72       $(0.21     $(1.34     $2.15       $2.37  
Less distributions declared to shareholders  

From net investment income

    $(0.31     $(0.31     $(0.42     $(0.27     $(0.30

Net asset value, end of period (x)

    $18.79       $16.38       $16.90       $18.66       $16.78  

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

    16.95 (c)      (1.24     (7.19     12.89       16.32  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    0.87 (c)      0.89       0.88       0.88       0.93  

Expenses after expense reductions (f)

    0.86 (c)      0.86       0.84       0.86       0.93  

Net investment income (loss)

    1.79 (c)      1.86       1.80       2.51       1.89  

Portfolio turnover

    33       40       28       27       32  

Net assets at end of period (000 omitted)

    $1,099,134       $2,187,011       $2,410,936       $2,194,432       $1,834,498  
Class R1   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $14.63       $15.08       $16.69       $15.02       $13.17  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $0.09 (c)      $0.11       $0.11       $0.24       $0.12  

Net realized and unrealized gain (loss)

    2.20       (0.44     (1.47     1.52       1.87  

Total from investment operations

    $2.29       $(0.33     $(1.36     $1.76       $1.99  
Less distributions declared to shareholders  

From net investment income

    $(0.12     $(0.12     $(0.25     $(0.09     $(0.14

Net asset value, end of period (x)

    $16.80       $14.63       $15.08       $16.69       $15.02  

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

    15.79 (c)      (2.19     (8.18     11.73       15.24  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    1.87 (c)      1.89       1.88       1.88       1.93  

Expenses after expense reductions (f)

    1.85 (c)      1.86       1.84       1.86       1.93  

Net investment income (loss)

    0.61 (c)      0.78       0.72       1.47       0.85  

Portfolio turnover

    33       40       28       27       32  

Net assets at end of period (000 omitted)

    $2,089       $2,418       $3,509       $4,243       $4,034  

See Notes to Financial Statements

 

24


Table of Contents

Financial Highlights – continued

 

Class R2    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $15.31       $15.80       $17.48       $15.75       $13.83  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.17 (c)      $0.21       $0.22       $0.36       $0.21  

Net realized and unrealized gain (loss)

     2.30       (0.48     (1.56     1.57       1.95  

Total from investment operations

     $2.47       $(0.27     $(1.34     $1.93       $2.16  
Less distributions declared to shareholders  

From net investment income

     $(0.23     $(0.22     $(0.34     $(0.20     $(0.24

Net asset value, end of period (x)

     $17.55       $15.31       $15.80       $17.48       $15.75  

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

     16.37 (c)      (1.69     (7.69     12.32       15.79  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.37 (c)      1.39       1.38       1.38       1.43  

Expenses after expense reductions (f)

     1.35 (c)      1.36       1.34       1.36       1.43  

Net investment income (loss)

     1.10 (c)      1.38       1.29       2.06       1.41  

Portfolio turnover

     33       40       28       27       32  

Net assets at end of period (000 omitted)

     $132,988       $152,133       $169,812       $182,466       $136,444  
Class R3    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $15.67       $16.16       $17.86       $16.08       $14.10  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.22 (c)      $0.24       $0.25       $0.40       $0.25  

Net realized and unrealized gain (loss)

     2.35       (0.48     (1.58     1.61       2.00  

Total from investment operations

     $2.57       $(0.24     $(1.33     $2.01       $2.25  
Less distributions declared to shareholders  

From net investment income

     $(0.26     $(0.25     $(0.37     $(0.23     $(0.27

Net asset value, end of period (x)

     $17.98       $15.67       $16.16       $17.86       $16.08  

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

     16.67 (c)      (1.47     (7.44     12.56       16.13  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.12 (c)      1.14       1.13       1.13       1.18  

Expenses after expense reductions (f)

     1.10 (c)      1.11       1.09       1.11       1.18  

Net investment income (loss)

     1.37 (c)      1.59       1.46       2.28       1.63  

Portfolio turnover

     33       40       28       27       32  

Net assets at end of period (000 omitted)

     $91,653       $126,980       $165,656       $229,232       $195,358  

See Notes to Financial Statements

 

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Class R4   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $15.86       $16.36       $18.09       $16.27       $14.26  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $0.28 (c)      $0.30       $0.29       $0.45       $0.25  

Net realized and unrealized gain (loss)

    2.35       (0.50     (1.60     1.63       2.06  

Total from investment operations

    $2.63       $(0.20     $(1.31     $2.08       $2.31  
Less distributions declared to shareholders  

From net investment income

    $(0.28     $(0.30     $(0.42     $(0.26     $(0.30

Net asset value, end of period (x)

    $18.21       $15.86       $16.36       $18.09       $16.27  

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

    16.92 (c)      (1.20     (7.26     12.87       16.42  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    0.87 (c)      0.89       0.88       0.88       0.93  

Expenses after expense reductions (f)

    0.86 (c)      0.86       0.85       0.86       0.93  

Net investment income (loss)

    1.73 (c)      1.93       1.70       2.54       1.60  

Portfolio turnover

    33       40       28       27       32  

Net assets at end of period (000 omitted)

    $63,884       $148,243       $343,475       $546,069       $470,915  
Class R6   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $15.79       $16.30       $18.02       $16.21       $14.20  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $0.28 (c)      $0.31       $0.32       $0.46       $0.33  

Net realized and unrealized gain (loss)

    2.36       (0.50     (1.60     1.64       1.99  

Total from investment operations

    $2.64       $(0.19     $(1.28     $2.10       $2.32  
Less distributions declared to shareholders  

From net investment income

    $(0.33     $(0.32     $(0.44     $(0.29     $(0.31

Net asset value, end of period (x)

    $18.10       $15.79       $16.30       $18.02       $16.21  

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

    17.07 (c)      (1.13     (7.13     13.01       16.50  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    0.77 (c)      0.79       0.79       0.79       0.81  

Expenses after expense reductions (f)

    0.76 (c)      0.76       0.75       0.77       0.81  

Net investment income (loss)

    1.72 (c)      2.02       1.88       2.62       2.09  

Portfolio turnover

    33       40       28       27       32  

Net assets at end of period (000 omitted)

    $5,228,377       $2,766,544       $3,010,863       $2,955,339       $2,331,325  

See Notes to Financial Statements

 

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Class 529A    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $15.61       $16.12       $17.81       $16.03       $14.06  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.23 (c)      $0.19       $0.26       $0.39       $0.25  

Net realized and unrealized gain (loss)

     2.31       (0.44     (1.58     1.62       1.98  

Total from investment operations

     $2.54       $(0.25     $(1.32     $2.01       $2.23  
Less distributions declared to shareholders  

From net investment income

     $(0.31     $(0.26     $(0.37     $(0.23     $(0.26

Net asset value, end of period (x)

     $17.84       $15.61       $16.12       $17.81       $16.03  

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

     16.60 (c)      (1.52     (7.43     12.57       16.05  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.22 (c)      1.23       1.23       1.23       1.28  

Expenses after expense reductions (f)

     1.13 (c)      1.13       1.12       1.14       1.21  

Net investment income (loss)

     1.39 (c)      1.22       1.51       2.22       1.62  

Portfolio turnover

     33       40       28       27       32  

Net assets at end of period (000 omitted)

     $10,464       $9,101       $2,419       $2,428       $2,105  
Class 529B    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $14.78       $15.19       $16.80       $15.14       $13.25  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.09 (c)      $0.05       $0.10       $0.25       $0.12  

Net realized and unrealized gain (loss)

     2.18       (0.39     (1.47     1.52       1.88  

Total from investment operations

     $2.27       $(0.34     $(1.37     $1.77       $2.00  
Less distributions declared to shareholders  

From net investment income

     $(0.26     $(0.07     $(0.24     $(0.11     $(0.11

Net asset value, end of period (x)

     $16.79       $14.78       $15.19       $16.80       $15.14  

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

     15.68 (c)      (2.25     (8.17     11.71       15.15  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.97 (c)      1.98       1.98       1.98       2.03  

Expenses after expense reductions (f)

     1.90 (c)      1.90       1.89       1.91       1.98  

Net investment income (loss)

     0.58 (c)      0.37       0.63       1.49       0.82  

Portfolio turnover

     33       40       28       27       32  

Net assets at end of period (000 omitted)

     $386       $434       $138       $192       $188  

See Notes to Financial Statements

 

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Class 529C    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $14.53       $15.01       $16.61       $14.98       $13.17  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.10 (c)      $0.07       $0.11       $0.23       $0.12  

Net realized and unrealized gain (loss)

     2.15       (0.41     (1.46     1.52       1.86  

Total from investment operations

     $2.25       $(0.34     $(1.35     $1.75       $1.98  
Less distributions declared to shareholders  

From net investment income

     $(0.27     $(0.14     $(0.25     $(0.12     $(0.17

Net asset value, end of period (x)

     $16.51       $14.53       $15.01       $16.61       $14.98  

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

     15.78 (c)      (2.28     (8.17     11.68       15.17  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.97 (c)      1.99       1.98       1.98       2.03  

Expenses after expense reductions (f)

     1.89 (c)      1.90       1.89       1.91       1.98  

Net investment income (loss)

     0.63 (c)      0.47       0.72       1.43       0.81  

Portfolio turnover

     33       40       28       27       32  

Net assets at end of period (000 omitted)

     $3,856       $3,298       $980       $1,098       $950  

 

(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. See Note 2 in the Notes to Financial Statements for additional information.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.

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 does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or

 

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

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 halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis 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

 

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measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2017 in valuing the fund’s assets or liabilities:

 

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

Japan

     $1,352,107,736        $—        $—        $1,352,107,736  

Switzerland

     1,037,744,232                      1,037,744,232  

United Kingdom

     756,884,605                      756,884,605  

Germany

     638,278,179                      638,278,179  

France

     623,989,912                      623,989,912  

United States

     439,287,547                      439,287,547  

Australia

     288,916,191                      288,916,191  

Hong Kong

     280,659,988                      280,659,988  

Italy

     256,488,147                      256,488,147  

Other Countries

     1,545,212,720        47,051,461               1,592,264,181  
Mutual Funds      97,839,200                      97,839,200  
Total      $7,317,408,457        $47,051,461        $—        $7,364,459,918  

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

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

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), 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

 

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typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2017, there were no securities on loan or collateral outstanding.

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

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

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

Reimbursement of Expenses by Custodian – In December 2015, the fund’s custodian (or former custodian), State Street Bank and Trust Company, announced that it intended to reimburse its asset servicing clients for expense amounts that it billed in error during the period 1998 through 2015. The amount of this one-time reimbursement attributable to the fund is reflected as “Reimbursement of custodian expenses” in the Statement of Operations.

 

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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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

Book/tax differences primarily relate to wash sale loss deferrals.

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
Ordinary income (including any short-term capital gains)      $123,095,420        $126,270,222  

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

 

As of 8/31/17       
Cost of investments      $6,549,962,756  
Gross appreciation      1,120,757,591  
Gross depreciation      (306,260,429
Net unrealized appreciation (depreciation)      $814,497,162  
Undistributed ordinary income      107,377,778  
Capital loss carryforwards      (384,347,670
Other temporary differences      210,045  

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after August 31, 2011 may be

 

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carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.

As of August 31, 2017, the fund had capital loss carryforwards available to offset future realized gains as follows:

 

Pre-enactment losses which
expire as follows:
      
8/31/18      $(268,624,124
Post-enactment losses which
are characterized as follows:
      
Long-Term      $(115,723,546

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     From net investment
income
 
     Year
ended
8/31/17
     Year
ended
8/31/16
 
Class A      $14,801,129        $18,519,876  
Class B      52,252        64,227  
Class C      520,875        617,527  
Class I      42,606,302        44,201,313  
Class R1      17,739        24,774  
Class R2      2,122,150        2,349,821  
Class R3      1,806,343        2,419,727  
Class R4      2,074,905        6,237,275  
Class R6      58,847,369        51,787,408  
Class 529A      178,025        38,977  
Class 529B      7,154        507  
Class 529C      61,177        8,790  
Total      $123,095,420        $126,270,222  

 

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Notes to Financial Statements – continued

 

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. For the period from September 1, 2016 through December 28, 2016, the management fee was computed daily and paid monthly at the following annual rates:

 

First $1 billion of average daily net assets      0.90
Next $1 billion of average daily net assets      0.80
Average daily net assets in excess of $2 billion      0.70

The investment adviser had agreed in writing to reduce its management fee to 0.60% of average daily net assets in excess of $5 billion up to $10 billion and 0.55% of average daily net assets in excess of $10 billion. This written agreement terminated on December 28, 2016. For the period from September 1, 2016 through December 28, 2016, this management fee reduction amounted to $451,215, which is included in the reduction of total expenses in the Statement of Operations.

Effective December 29, 2016, the management fee is computed daily and paid monthly at the following annual rates:

 

First $1 billion of average daily net assets     0.90
Average daily net assets in excess of $1 billion up to $2 billion     0.80
Average daily net assets in excess of $2 billion up to $5 billion     0.70
Average daily net assets in excess of $5 billion up to $10 billion     0.60
Average daily net assets in excess of $10 billion     0.55

MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2017, this management fee reduction amounted to $508,201, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.71% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $61,521 and $4,611 for the year ended August 31, 2017, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.

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

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

 

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Notes to Financial Statements – continued

 

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.25%        $1,984,647  
Class B      0.75%        0.25%        1.00%        1.00%        68,782  
Class C      0.75%        0.25%        1.00%        1.00%        544,662  
Class R1      0.75%        0.25%        1.00%        1.00%        21,540  
Class R2      0.25%        0.25%        0.50%        0.50%        698,350  
Class R3             0.25%        0.25%        0.25%        266,015  
Class 529A             0.25%        0.25%        0.23%        23,747  
Class 529B      0.75%        0.25%        1.00%        1.00%        3,981  
Class 529C      0.75%        0.25%        1.00%        0.99%        34,831  
Total Distribution and Service Fees              $3,646,555  

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2017 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 MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2017, this rebate amounted to $8,229, $101, $195, $15, $44, $2,135, $2, and $334 for Class A, Class B, Class C, Class R2, Class R3, Class 529A, Class 592B, and Class 529C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2017, were as follows:

 

     Amount  
Class A      $2,825  
Class B      9,227  
Class C      2,077  
Class 529B      134  
Class 529C      104  

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets for each 529 share class. This waiver agreement will expire on December 31, 2018, unless MFD elects to extend the waiver. For the year ended

 

36


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Notes to Financial Statements – continued

 

August 31, 2017, this waiver amounted to $6,690 and is included in the reduction of total expenses in the Statement of Operations. The program manager fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the year ended August 31, 2017, were as follows:

 

     Fee      Waiver  
Class 529A      $9,499        $4,749  
Class 529B      398        199  
Class 529C      3,483        1,742  
Total Program Manager Fees and Waivers      $13,380        $6,690  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2017, the fee was $243,258, which equated to 0.0036% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2017, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $3,332,063.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.0096% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $247 and is included in “Independent Trustees’ compensation” in

 

37


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Notes to Financial Statements – continued

 

the Statement of Operations for the year ended August 31, 2017. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $631 at August 31, 2017, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2017, the fee paid by the fund under this agreement was $12,341 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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.

On March 16, 2016, MFS purchased 1,975 shares of Class I for an aggregate amount of $30,679. On March 16, 2017, MFS redeemed 1,606 shares of Class I for an aggregate amount of $27,153.

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. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction. During the year ended August 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $17,296,930 and $12,221,177, respectively. The sales transactions resulted in net realized gains (losses) of $2,271,552.

(4) Portfolio Securities

For the year ended August 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $2,200,986,303 and $2,259,314,641, respectively.

 

38


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Notes to Financial Statements – continued

 

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     8,582,981        $138,223,182        21,545,595        $328,659,059  

Class B

     34,564        554,571        48,030        723,144  

Class C

     253,541        3,952,051        430,840        6,267,357  

Class I

     42,721,875        720,116,950        35,918,662        572,047,523  

Class R1

     16,068        246,173        23,930        338,866  

Class R2

     1,287,477        20,166,349        1,950,959        29,032,110  

Class R3

     1,343,734        21,647,695        1,552,694        23,658,689  

Class R4

     1,102,171        17,981,607        4,587,268        70,247,582  

Class R6

     132,775,681        2,295,191,131        27,737,532        423,125,363  

Class 529A

     82,941        1,344,959        494,224        7,503,100  

Class 529B

     1,775        27,433        25,855        372,212  

Class 529C

     34,844        515,747        181,957        2,575,360  
     188,237,652        $3,219,967,848        94,497,546        $1,464,550,365  
Shares issued to shareholders in
reinvestment of distributions
           

Class A

     753,070        $11,612,342        967,727        $15,135,244  

Class B

     2,923        43,611        3,595        54,285  

Class C

     22,145        321,994        24,676        363,730  

Class I

     2,119,423        33,762,412        2,154,640        34,797,443  

Class R1

     1,232        17,670        1,698        24,674  

Class R2

     135,578        2,022,831        148,079        2,243,401  

Class R3

     118,371        1,806,343        156,313        2,419,727  

Class R4

     134,339        2,072,857        394,308        6,166,970  

Class R6

     3,829,739        58,709,900        3,318,907        51,642,198  

Class 529A

     11,741        177,872        2,497        38,505  

Class 529B

     499        7,154        35        507  

Class 529C

     4,342        61,177        609        8,790  
     7,133,402        $110,616,163        7,173,084        $112,895,474  

 

39


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Notes to Financial Statements – continued

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares reacquired            

Class A

     (32,516,368      $(523,334,043      (33,256,347      $(505,503,605

Class B

     (205,001      (3,230,732      (245,306      (3,634,091

Class C

     (1,608,153      (25,050,058      (1,328,603      (19,307,729

Class I

     (119,850,510      (2,144,302,000      (47,251,025      (747,130,180

Class R1

     (58,236      (871,875      (92,952      (1,312,230

Class R2

     (3,781,953      (59,658,034      (2,907,635      (43,313,201

Class R3

     (4,467,029      (72,551,216      (3,856,903      (58,609,686

Class R4

     (7,076,802      (118,677,345      (16,622,063      (263,940,004

Class R6

     (22,885,746      (378,877,194      (40,593,179      (630,552,683

Class 529A

     (91,229      (1,471,469      (63,717      (975,004

Class 529B

     (8,674      (132,298      (5,596      (82,184

Class 529C

     (32,507      (477,283      (20,939      (301,263
     (192,582,208      $(3,328,633,547      (146,244,265      $(2,274,661,860
Net change            

Class A

     (23,180,317      $(373,498,519      (10,743,025      $(161,709,302

Class B

     (167,514      (2,632,550      (193,681      (2,856,662

Class C

     (1,332,467      (20,776,013      (873,087      (12,676,642

Class I

     (75,009,212      (1,390,422,638      (9,177,723      (140,285,214

Class R1

     (40,936      (608,032      (67,324      (948,690

Class R2

     (2,358,898      (37,468,854      (808,597      (12,037,690

Class R3

     (3,004,924      (49,097,178      (2,147,896      (32,531,270

Class R4

     (5,840,292      (98,622,881      (11,640,487      (187,525,452

Class R6

     113,719,674        1,975,023,837        (9,536,740      (155,785,122

Class 529A

     3,453        51,362        433,004        6,556,601  

Class 529B

     (6,400      (97,711      20,294        290,535  

Class 529C

     6,679        99,641        161,627        2,282,887  
     2,788,846        $1,950,464        (44,573,635      $(697,216,021

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS International Diversification Fund, the MFS Moderate Allocation Fund, the MFS Growth Allocation Fund, the MFS Aggressive Growth Allocation Fund, and the MFS Conservative Allocation Fund were the owners of record of approximately 35%, 5%, 5%, 2%, and 2%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, the MFS Lifetime 2055 Fund, the MFS Lifetime 2060 Fund, and the MFS Lifetime Income Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

 

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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 syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2017, the fund’s commitment fee and interest expense were $46,492 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

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

 

Affiliated Issuer          Beginning
Shares/Par
Amount
    Acquisitions
Shares/Par
Amount
    Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money
Market Portfolio
      41,698,907       1,044,745,594       (988,605,301     97,839,200  
Affiliated Issuer   Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
    Capital Gain
Distributions
    Dividend
Income
   

Ending

Value

 
MFS Institutional Money
Market Portfolio
    $(3,870     $(302     $—       $385,762       $97,839,200  

 

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and Shareholders of MFS Research International Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Research International Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Research International Fund (one of the series constituting the MFS Series Trust I) at August 31, 2017, 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 U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2017

 

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Table of Contents

RESULTS OF SHAREHOLDER MEETING

(unaudited)

At a special meeting of shareholders of MFS Series Trust I, which was held on March 23, 2017, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Dollars  

Nominee

   For     

Withheld Authority

 
Steven E. Buller      40,448,016,134.453        372,137,248.376  
John A. Caroselli      40,455,058,441.389        365,094,941.560  
Maureen R. Goldfarb      40,458,621,672.449        361,531,746.940  
David H. Gunning      40,369,558,961.219        450,594,312.051  
Michael Hegarty      40,379,783,468.714        440,369,950.676  
John P. Kavanaugh      40,453,732,784.104        366,420,708.405  
Robert J. Manning      40,424,010,964.586        396,142,308.684  
Clarence Otis, Jr.      40,441,919,324.712        378,234,043.007  
Maryanne L. Roepke      40,471,040,575.143        349,112,917.026  
Robin A. Stelmach      40,459,908,730.475        360,244,615.574  
Laurie J. Thomsen      40,426,270,790.416        393,882,628.973  

 

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Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2017, 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 53)
  Trustee   February 2004   136   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 56)

  Trustee   January 2014   136   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 75)
  Trustee and Chair of Trustees   January 2004   136   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman (until 2013)

 

44


Table of Contents

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)

Steven E. Buller

(age 66)

  Trustee   February 2014   136   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

John A. Caroselli

(age 63)

  Trustee   March 2017   136   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 62)

  Trustee   January 2009   136   Private investor   N/A
Michael Hegarty
(age 72)
  Trustee   December 2004   136   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 62)

  Trustee and Vice Chair of Trustees   January 2009   136   Private investor   N/A

Clarence Otis, Jr.

(age 61)

  Trustee   March 2017   136   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

 

45


Table of Contents

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)

Maryanne L. Roepke

(age 61)

  Trustee   May 2014   136   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 60)
  Trustee   March 2005   136   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

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 43)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 49)

  Assistant Treasurer   January 2012   136  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 50)

  Assistant Treasurer   April 2017   136   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 58)

  Assistant Secretary and Assistant Clerk   September 2012   136   Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

 

46


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which
the Person
is an Officer

 

Principal
Occupations During

the Past Five Years

Ethan D. Corey (k)
(age 53)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k)
(age 49)
  President   July 2005   136   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 50)

  Secretary and Clerk   April 2017   136   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 44)

  Assistant Secretary and Assistant Clerk   June 2006   136   Massachusetts Financial Services Company, Vice President and Senior Counsel
Susan A. Pereira (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 46)

  Assistant Treasurer   September 2012   136   Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)

Matthew A. Stowe (k)

(age 42)

  Assistant Secretary and Assistant Clerk   October 2014   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino
(age 73)
  Independent Senior Officer   June 2004   136   Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k)
(age 47)
  Assistant Secretary and Assistant Clerk   October 2007   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

 

47


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which
the Person
is an Officer

 

Principal
Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 50)

  Chief Compliance Officer   July 2015   136   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost (k)
(age 57)
  Treasurer   September 1990   136   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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee 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. 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, Kavanaugh and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

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

 

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Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
 

State Street Bank and Trust Company

1 Lincoln Street
Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
 

Ernst & Young LLP

200 Claredon Street
Boston, MA 02116

Portfolio Manager(s)  
Jose Luis Garcia  
Victoria Higley  
Thomas Melendez  

 

49


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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 over the course of three months beginning in May and ending in July, 2017 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper 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 (the “Broadridge expense group”), (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) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory,

 

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Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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 performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2016, 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 three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 4th quintile for each of the one- and five-year periods ended December 31, 2016 relative to the Lipper 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.

The Trustees expressed concern to MFS about the substandard investment performance of the Fund. In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year, as to MFS’ efforts to improve the Fund’s performance. In addition, the Trustees requested that they receive a separate update on the Fund’s performance at each of their regular meetings. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that MFS’ responses and efforts and plans to improve investment performance were sufficient to support approval of the continuance of the investment advisory agreement for an additional one-year period, but that they would continue to closely monitor the performance of the Fund.

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 peer groups of funds based on information provided by

 

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Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion, $2 billion, $5 billion and $10 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

52


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

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, 2017.

 

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Table of Contents

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), 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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

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 on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

54


Table of Contents

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 2017 income tax forms in January 2018. The following information is provided pursuant to provisions of the Internal Revenue Code.

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

Income derived from foreign sources was $166,340,964. The fund intends to pass through foreign tax credits of $14,613,028 for the fiscal year.

 

55


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

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Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

57


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2017

 

LOGO

 

MFS® TECHNOLOGY FUND

 

LOGO

 

SCT-ANN

 


Table of Contents

MFS® TECHNOLOGY FUND

 

CONTENTS

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     11  
Statement of assets and liabilities     14  
Statement of operations     16  
Statements of changes in net assets     17  
Financial highlights     18  
Notes to financial statements     27  
Report of independent registered public accounting firm     41  
Results of shareholder meeting     42  
Trustees and officers     43  
Board review of investment advisory agreement     49  
Proxy voting policies and information     53  
Quarterly portfolio disclosure     53  
Further information     53  
Information about fund contracts and legal claims     54  
Federal tax information     54  
MFS® privacy notice     55  
Contact information    back cover  

 

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Despite policy uncertainty accompanying a new presidential administration in the United States and unease over ongoing Brexit negotiations, most markets have proved

resilient. U.S. share prices have reached new highs in recent months although the U.S. Federal Reserve has continued to gradually hike interest rates. However, rates in most developed markets remain very low, with major non-U.S. central banks just beginning to contemplate curbing accommodative monetary policies.

Globally, we’ve experienced a year-long synchronized upturn in economic growth. Despite better growth, there are few immediate signs of worrisome inflation amid muted wage gains around the world. Europe has benefited from diminishing event risks as populist challengers fell short of upsetting establishment

candidates in both the Dutch and French elections. Emerging market economies have been boosted in part by a weaker U.S. dollar and are recovering despite lingering concerns over the potential for restrictive U.S. trade policies that could hamper global trade growth. Looking ahead, markets will have to contend with issues involving geopolitical hot spots on the Korean peninsula and in the Middle East.

At MFS®, we believe time is an asset. A patient, long-term approach to investing can have a powerful impact on decision making and outcomes. Time arbitrage, as we call it, comes down to having the conviction and discipline to allow enough time for good investment ideas to play out. In our view, such an approach, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

October 17, 2017

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Alphabet, Inc., “A”     10.0%  
Facebook, Inc., “A”     9.6%  
Amazon.com, Inc.     5.8%  
Microsoft Corp.     4.2%  
DXC Technology Co.     3.9%  
Salesforce.com, Inc.     3.9%  
Adobe Systems, Inc.     3.6%  
Visa, Inc., “A”     3.6%  
Apple, Inc.     2.9%  
Mastercard, Inc., “A”     2.6%  
Top five industries  
Internet     24.2%  
Business Services     14.7%  
Computer Software     13.0%  
Computer Software-Systems     10.2%  
Electronics (s)     6.5%  
 

 

(s) Includes securities sold short.

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

Percentages are based on net assets as of August 31, 2017.

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

 

2


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2017, Class A shares of the MFS Technology Fund (“fund”) provided a total return of 28.58%, at net asset value. This compares with a return of 16.23% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index and a return of 29.27% for the fund’s other benchmark, the Standard & Poor’s North American Technology Sector Index.

Market Environment

For the first time in many years, the global economy is experiencing a period of synchronized economic growth. The rebound in emerging markets (“EM”) economies has been more pronounced (despite the deceleration in Chinese growth at the end of the period), helped by larger economies such as Brazil and Russia emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US after the presidential elections in November in anticipation of lower taxes, a lighter regulatory burden and increased infrastructure spending, boosting US equities and corporate bond performance. Though hopes have largely faded for pro-growth US policies, market confidence persists. Globally, markets benefited from a reflation trade during the first half of the period as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. While this bump in global inflation faded in the second half of the period as commodity prices, particularly oil, leveled off or declined, global growth remained relatively resilient. As a result, there have been more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points during the second half of the period, bringing the total number of quarter-percent hikes in the federal funds rate to four since December 2015. The European Central Bank appears set to announce tapering of quantitative easing in the fall of 2017. The Bank of England may also begin reducing monetary accommodation. Markets have been comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections. European growth has reflected the calmer political economic backdrop.

In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. Demand for autos reached near-record territory in the first half of the period before tapering off at the end of the period, while the housing market continued its recovery amid relatively low mortgage rates and tight inventories. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, the US election resulted in a sell-off in EM assets due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional

 

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Management Review – continued

 

policy action has so far been lacking on economic issues involving EM. As a result, emerging markets resumed their upward trajectory, powered by strong inflows throughout the first half of 2017.

Detractors from Performance

Weak stock selection and, to a lesser extent, an underweight position in the computer systems industry weakened the fund’s performance relative to the Standard & Poor’s North American Technology Sector Index. The fund’s underweight positions in computer and personal electronics maker Apple and computer hard drive maker Western Digital, and holdings of IT solutions provider Presidio (b), held back relative results. Shares of Apple advanced during the reporting period on the back of better-than-expected earnings results and anticipation of the release of new iPhone models this fall.

Elsewhere, not holding shares of technology company NVIDIA, and overweight positions in internet search giant Alphabet and business services company Fleetcor Technologies Inc (h), detracted from relative performance. Shares of FleetCor declined after management reported results which were lower than market consensus estimates, and following reports that the company had engaged in unfair pricing practices. Additionally, the fund’s holdings of stock exchange Nasdaq (b) and business services company Equifax (b), and not holding shares of semiconductor manufacturer Micron Technology, hindered relative returns.

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

Contributors to Performance

An underweight position in the network & telecom industry bolstered relative performance. Within this industry, the fund’s underweight positions in wireless communications software company QUALCOMM (h) and network technology firm Cisco Systems (h) contributed to relative results. Shares of QUALCOMM fell following licensing disputes with Apple.

Strong stock selection in the internet industry also benefited relative results, led by the fund’s holdings of online and mobile commerce company Alibaba Group Holding (b) (China). Shares of Alibaba Group Holding appreciated after the company reported strong earnings results, driven by outperformance in its core commerce and cloud computing services. Management also announced greater-than-expected sales guidance, which further supported the stock.

Other top relative contributors for the period included the fund’s short positions in shares of computer semiconductor company Intel and diversified technology products and services company International Business Machines (IBM) (h). Shares of Intel depreciated after the company announced it was to acquire Israeli technology company Mobileye. In addition, declining platform volumes and desktop volumes also pressured the stock. The fund’s overweight positions in laser solutions provider Coherent (h), digital marketing and digital media solutions provider Adobe Systems Inc.

 

4


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Management Review – continued

 

semiconductor manufacturer Microchip Technology, IT services and solutions company DXC Technology and video game maker Electronic Arts, further contributed to relative returns.

Respectfully,

 

Portfolio Manager(s)
Matthew Sabel

 

(b)

Security is not a benchmark constituent.

(h) Security was not held in the portfolio at period end.

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

 

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PERFORMANCE SUMMARY THROUGH 8/31/17

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

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

Growth of a Hypothetical $10,000 Investment

LOGO

 

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Performance Summary – continued

 

Total Returns through 8/31/17

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr   Life (t)     
    A    1/02/97   28.58%   18.39%   11.35%   N/A    
    B    4/14/00   27.60%   17.49%   10.52%   N/A    
    C    4/14/00   27.62%   17.49%   10.52%   N/A    
    I    1/02/97   28.91%   18.67%   11.64%   N/A    
    R1    4/01/05   27.63%   17.50%   10.52%   N/A    
    R2    10/31/03   28.27%   18.08%   11.07%   N/A    
    R3    4/01/05   28.59%   18.38%   11.35%   N/A    
    R4    4/01/05   28.92%   18.67%   11.63%   N/A    
    R6    1/02/13   29.03%   N/A   N/A   20.08%    
Comparative benchmark(s)                    
     Standard & Poor’s 500 Stock Index (f)   16.23%   14.34%   7.61%   N/A     
     Standard & Poor’s North American Technology Sector
Index (f)
  29.27%   19.17%   11.58%   N/A     
Average annual with sales charge                    
    A
With Initial Sales Charge (5.75%)
  21.19%   17.00%   10.69%   N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  23.60%   17.28%   10.52%   N/A    
    C
With CDSC (1% for 12 months) (v)
  26.62%   17.49%   10.52%   N/A    

CDSC – Contingent Deferred Sales Charge.

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

Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.

(f) Source: FactSet Research Systems Inc.
(t) For the period from the class inception date through the stated period end (for those share classes with less than 10 years of performance history). No comparative benchmark performance information is provided for “life” periods. (See Notes to Performance Summary.)
(v) Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

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

Standard & Poor’s North American Technology Sector Index – a modified market capitalization-weighted index that measures the performance of selected technology stocks.

It is not possible to invest directly in an index.

 

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Performance Summary – continued

 

Notes to Performance Summary

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

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

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

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

 

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EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2017 through August 31, 2017

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2017 through August 31, 2017.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

9


Table of Contents

Expense Table – continued

 

 

Share
Class
      

Annualized

Expense

Ratio

   

Beginning

Account Value
3/01/17

   

Ending

Account Value

8/31/17

   

Expenses

Paid During

Period (p)

3/01/17-8/31/17

 
A   Actual     1.22%       $1,000.00       $1,180.34       $6.70  
  Hypothetical (h)     1.22%       $1,000.00       $1,019.06       $6.21  
B   Actual     1.97%       $1,000.00       $1,175.37       $10.80  
  Hypothetical (h)     1.97%       $1,000.00       $1,015.27       $10.01  
C   Actual     1.97%       $1,000.00       $1,175.76       $10.80  
  Hypothetical (h)     1.97%       $1,000.00       $1,015.27       $10.01  
I   Actual     0.97%       $1,000.00       $1,181.79       $5.33  
  Hypothetical (h)     0.97%       $1,000.00       $1,020.32       $4.94  
R1   Actual     1.97%       $1,000.00       $1,175.72       $10.80  
  Hypothetical (h)     1.97%       $1,000.00       $1,015.27       $10.01  
R2   Actual     1.47%       $1,000.00       $1,178.68       $8.07  
  Hypothetical (h)     1.47%       $1,000.00       $1,017.80       $7.48  
R3   Actual     1.22%       $1,000.00       $1,180.40       $6.70  
  Hypothetical (h)     1.22%       $1,000.00       $1,019.06       $6.21  
R4   Actual     0.97%       $1,000.00       $1,181.64       $5.33  
  Hypothetical (h)     0.97%       $1,000.00       $1,020.32       $4.94  
R6   Actual     0.88%       $1,000.00       $1,182.19       $4.84  
  Hypothetical (h)     0.88%       $1,000.00       $1,020.77       $4.48  

 

(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 184/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Expense ratios include 0.02% of investment related expenses from short sales (See Note 2 of the Notes to Financial Statements).

 

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PORTFOLIO OF INVESTMENTS

8/31/17

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

 

Common Stocks - 97.3%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 2.1%                 
Harris Corp.      58,473     $ 7,186,332  
Leidos Holdings, Inc.      98,033       5,717,285  
Northrop Grumman Corp.      19,159       5,215,271  
    

 

 

 
             $ 18,118,888  
Broadcasting - 2.1%                 
Netflix, Inc. (a)      104,474     $ 18,252,653  
Brokerage & Asset Managers - 1.7%                 
Intercontinental Exchange, Inc.      74,566     $ 4,822,183  
NASDAQ, Inc.      131,960       9,947,145  
    

 

 

 
             $ 14,769,328  
Business Services - 14.7%                 
Cognizant Technology Solutions Corp., “A”      275,558     $ 19,501,240  
DXC Technology Co.      400,030       34,002,550  
Equifax, Inc.      30,628       4,363,571  
Fidelity National Information Services, Inc.      167,344       15,549,604  
First Data Corp. (a)      274,672       5,056,712  
Fiserv, Inc. (a)      83,474       10,326,569  
Global Payments, Inc.      146,127       13,953,667  
Grand Canyon Education, Inc. (a)      63,378       5,200,165  
PayPal Holdings, Inc. (a)      103,428       6,379,439  
Ringcentral, Inc. (a)      102,726       4,350,446  
Total System Services, Inc.      53,510       3,698,611  
Verisk Analytics, Inc., “A” (a)      48,365       3,919,983  
    

 

 

 
             $ 126,302,557  
Cable TV - 2.3%                 
Altice USA, Inc. (a)      279,930     $ 8,540,664  
Comcast Corp., “A”      282,797       11,484,386  
    

 

 

 
             $ 20,025,050  
Computer Software - 13.0%                 
Adobe Systems, Inc. (a)      201,420     $ 31,252,327  
Cadence Design Systems, Inc. (a)      149,194       5,861,832  
Microsoft Corp.      479,128       35,824,401  
PTC, Inc. (a)      107,810       6,037,360  
Salesforce.com, Inc. (a)      349,597       33,383,018  
    

 

 

 
             $ 112,358,938  

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Computer Software - Systems - 10.2%                 
Apple, Inc.      150,741     $ 24,721,524  
Constellation Software, Inc.      20,226       11,246,547  
EPAM Systems, Inc. (a)      57,424       4,670,294  
New Relic, Inc. (a)      84,778       4,060,866  
Presidio, Inc. (a)      795,053       11,059,187  
Rapid7, Inc. (a)      219,079       3,693,672  
ServiceNow, Inc. (a)      57,995       6,738,439  
SS&C Technologies Holdings, Inc.      189,906       7,351,261  
Verint Systems, Inc. (a)      125,456       4,980,603  
Western Digital Corp.      103,366       9,124,117  
    

 

 

 
             $ 87,646,510  
Consumer Services - 1.6%                 
Priceline Group, Inc. (a)      7,539     $ 13,962,831  
Electrical Equipment - 1.3%                 
Amphenol Corp., “A”      136,508     $ 11,048,957  
Electronics - 6.7%                 
Applied Materials, Inc.      189,892     $ 8,567,927  
Broadcom Corp.      83,257       20,986,592  
MACOM Technology Solutions Holdings, Inc. (a)      66,566       3,031,416  
Mercury Systems, Inc. (a)      91,308       4,405,611  
Microchip Technology, Inc.      179,754       15,602,647  
NXP Semiconductors N.V. (a)      7,425       838,728  
Silicon Laboratories, Inc. (a)      56,659       4,300,418  
    

 

 

 
             $ 57,733,339  
Internet - 24.2%                 
Alibaba Group Holding Ltd., ADR (a)      109,739     $ 18,846,576  
Alphabet, Inc., “A” (a)(s)      90,087       86,054,706  
Facebook, Inc., “A” (a)(s)      480,401       82,614,560  
Godaddy, Inc. (a)      156,732       7,024,729  
GrubHub, Inc. (a)      72,191       4,121,384  
LogMeIn, Inc.      58,688       6,713,907  
Wix.com Ltd. (a)      43,772       2,849,557  
    

 

 

 
             $ 208,225,419  
Leisure & Toys - 4.2%                 
Activision Blizzard, Inc.      221,531     $ 14,523,571  
Electronic Arts, Inc. (a)      132,928       16,150,752  
Take-Two Interactive Software, Inc. (a)      56,986       5,572,661  
    

 

 

 
             $ 36,246,984  

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Other Banks & Diversified Financials - 6.2%                 
Mastercard, Inc., “A”      166,098     $ 22,140,863  
Visa, Inc., “A”      300,379       31,095,234  
    

 

 

 
             $ 53,236,097  
Printing & Publishing - 0.6%                 
IHS Markit Ltd. (a)      106,177     $ 4,973,331  
Specialty Stores - 5.7%                 
Amazon.com, Inc. (a)(s)      50,498     $ 49,518,339  
Telecommunications - Wireless - 0.7%                 
American Tower Corp., REIT      39,940     $ 5,913,117  
Total Common Stocks (Identified Cost, $522,492,032)            $ 838,332,338  
Investment Companies (h) - 2.9%                 
Money Market Funds - 2.9%                 
MFS Institutional Money Market Portfolio, 1.11% (v)
(Identified Cost, $24,816,746)
     24,817,058     $ 24,817,059  
Securities Sold Short - (0.2)%                 
Electronics - (0.2)%                 
Intel Corp. (Proceeds Received, $1,758,675)      (48,991   $ (1,718,114
Other Assets, Less Liabilities - 0.0%              (348,467
Net Assets - 100.0%            $ 861,082,816  

 

(a) Non-income producing security.
(h) 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $24,817,059 and $838,332,338, respectively.
(s) Security or a portion of the security was pledged to cover collateral requirements for securities sold short and/or certain derivative transactions.
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

At August 31, 2017, the fund had cash collateral of $290,032 and other liquid securities with an aggregate value of $3,975,799 to cover collateral or margin obligations for securities sold short and certain derivative contracts. Cash collateral is comprised of deposits with brokers in the Statement of Assets and Liabilities.

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

 

ADR   American Depositary Receipt
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

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Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/17

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, $522,492,032)

     $838,332,338  

Investments in affiliated issuers, at value (identified cost, $24,816,746)

     24,817,059  

Deposits with brokers for securities sold short

     290,032  

Receivables for

  

Fund shares sold

     2,103,095  

Dividends

     370,972  

Other assets

     804  

Total assets

     $865,914,300  
Liabilities         

Payables for

  

Dividends on securities sold short

     $13,350  

Securities sold short, at value (proceeds received, $1,758,675)

     1,718,114  

Fund shares reacquired

     2,707,840  

Payable to affiliates

  

Investment adviser

     35,422  

Shareholder servicing costs

     209,766  

Distribution and service fees

     12,415  

Payable for independent Trustees’ compensation

     639  

Accrued expenses and other liabilities

     133,938  

Total liabilities

     $4,831,484  

Net assets

     $861,082,816  
Net assets consist of         

Paid-in capital

     $517,399,443  

Unrealized appreciation (depreciation)

     315,881,180  

Accumulated net realized gain (loss)

     27,802,820  

Accumulated net investment loss

     (627

Net assets

     $861,082,816  

Shares of beneficial interest outstanding

     24,253,336  

 

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Statement of Assets and Liabilities – continued

 

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

Class A

     $359,697,861        10,083,818        $35.67  

Class B

     34,396,022        1,098,717        31.31  

Class C

     101,656,449        3,253,653        31.24  

Class I

     174,274,771        4,598,221        37.90  

Class R1

     4,256,001        136,479        31.18  

Class R2

     23,625,420        691,419        34.17  

Class R3

     53,198,953        1,491,965        35.66  

Class R4

     14,442,919        390,843        36.95  

Class R6

     95,534,420        2,508,221        38.09  

 

(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 $37.85 [100 / 94.25 x $35.67]. 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

 

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Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/17

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

     $4,137,529  

Dividends from affiliated issuers

     150,920  

Interest

     54,307  

Income on securities loaned

     23,238  

Other

     1,463  

Foreign taxes withheld

     (11,946

Total investment income

     $4,355,511  

Expenses

  

Management fee

     $5,448,744  

Distribution and service fees

     2,223,915  

Shareholder servicing costs

     886,643  

Administrative services fee

     124,731  

Independent Trustees’ compensation

     14,353  

Custodian fee

     45,145  

Reimbursement of custodian expenses

     (25,973

Shareholder communications

     109,724  

Audit and tax fees

     59,467  

Legal fees

     9,346  

Dividend and interest expense on securities sold short

     281,032  

Miscellaneous

     205,609  

Total expenses

     $9,382,736  

Reduction of expenses by investment adviser and distributor

     (69,345

Net expenses

     $9,313,391  

Net investment income (loss)

     $(4,957,880
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $45,737,985  

Affiliated issuers

     (1,414

Written options

     291,947  

Foreign currency

     (12,516

Net realized gain (loss)

     $46,016,002  

Change in unrealized appreciation (depreciation)

  

Unaffiliated issuers

     $147,188,044  

Affiliated issuers

     313  

Written options

     (59,505

Securities sold short

     40,561  

Net unrealized gain (loss)

     $147,169,413  

Net realized and unrealized gain (loss)

     $193,185,415  

Change in net assets from operations

     $188,227,535  

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Year ended  
     8/31/17      8/31/16  
Change in net assets              
From operations                  

Net investment income (loss)

     $(4,957,880      $(2,648,809

Net realized gain (loss)

     46,016,002        8,521,898  

Net unrealized gain (loss)

     147,169,413        74,439,807  

Change in net assets from operations

     $188,227,535        $80,312,896  
Distributions declared to shareholders                  

From net realized gain

     $(12,086,828      $(17,116,057

Change in net assets from fund share transactions

     $86,447,267        $181,028,652  

Total change in net assets

     $262,587,974        $244,225,491  
Net assets                  

At beginning of period

     598,494,842        354,269,351  

At end of period (including accumulated net investment loss of $627 and $1,877,291, respectively)

     $861,082,816        $598,494,842  

See Notes to Financial Statements

 

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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 (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Class A   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $28.27       $24.62       $24.47       $19.41       $16.80  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $(0.19 )(c)      $(0.12     $(0.15     $(0.13     $(0.12

Net realized and unrealized gain (loss)

    8.13       4.76       1.15       5.19       2.73  

Total from investment operations

    $7.94       $4.64       $1.00       $5.06       $2.61  
Less distributions declared to shareholders                                  

From net realized gain

    $(0.54     $(0.99     $(0.85     $—       $—  

Net asset value, end of period (x)

    $35.67       $28.27       $24.62       $24.47       $19.41  

Total return (%) (r)(s)(t)(x)

    28.58 (c)      19.20       4.18       26.07       15.54  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    1.24 (c)      1.27       1.30       1.33       1.55  

Expenses after expense reductions (f)

    1.23 (c)      1.26       1.29       1.32       1.54  

Net investment income (loss)

    (0.63 )(c)      (0.48     (0.60     (0.58     (0.70

Portfolio turnover

    43       30       43       38       54  

Net assets at end of period (000 omitted)

    $359,698       $320,898       $199,313       $171,020       $141,147  
Supplemental Ratios (%):                                  

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

    1.19 (c)      1.24       1.27       1.28       1.36  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class B   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $25.06       $22.09       $22.20       $17.75       $15.48  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $(0.38 )(c)      $(0.28     $(0.30     $(0.27     $(0.23

Net realized and unrealized gain (loss)

    7.17       4.24       1.04       4.72       2.50  

Total from investment operations

    $6.79       $3.96       $0.74       $4.45       $2.27  
Less distributions declared to shareholders                                  

From net realized gain

    $(0.54     $(0.99     $(0.85     $—       $—  

Net asset value, end of period (x)

    $31.31       $25.06       $22.09       $22.20       $17.75  

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

    27.64 (c)      18.29       3.41       25.07       14.66  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    1.99 (c)      2.02       2.05       2.08       2.30  

Expenses after expense reductions (f)

    1.98 (c)      2.01       2.04       2.07       2.29  

Net investment income (loss)

    (1.38 )(c)      (1.22     (1.35     (1.34     (1.44

Portfolio turnover

    43       30       43       38       54  

Net assets at end of period (000 omitted)

    $34,396       $25,990       $18,791       $16,190       $13,009  
Supplemental Ratios (%):                                  

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

    1.94 (c)      1.99       2.02       2.03       2.12  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class C   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $25.01       $22.05       $22.16       $17.71       $15.45  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $(0.38 )(c)      $(0.28     $(0.30     $(0.28     $(0.24

Net realized and unrealized gain (loss)

    7.15       4.23       1.04       4.73       2.50  

Total from investment operations

    $6.77       $3.95       $0.74       $4.45       $2.26  
Less distributions declared to shareholders                                  

From net realized gain

    $(0.54     $(0.99     $(0.85     $—       $—  

Net asset value, end of period (x)

    $31.24       $25.01       $22.05       $22.16       $17.71  

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

    27.62 (c)      18.28       3.42       25.13       14.63  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    1.99 (c)      2.02       2.05       2.07       2.30  

Expenses after expense reductions (f)

    1.98 (c)      2.01       2.04       2.07       2.30  

Net investment income (loss)

    (1.38 )(c)      (1.23     (1.35     (1.34     (1.45

Portfolio turnover

    43       30       43       38       54  

Net assets at end of period (000 omitted)

    $101,656       $73,071       $43,037       $35,998       $25,026  
Supplemental Ratios (%):                                  

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

    1.94 (c)      2.00       2.02       2.03       2.12  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class I   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $29.93       $25.96       $25.69       $20.33       $17.56  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $(0.13 )(c)      $(0.07     $(0.09     $(0.08     $(0.08

Net realized and unrealized gain (loss)

    8.64       5.03       1.21       5.44       2.85  

Total from investment operations

    $8.51       $4.96       $1.12       $5.36       $2.77  
Less distributions declared to shareholders                                  

From net realized gain

    $(0.54     $(0.99     $(0.85     $—       $—  

Net asset value, end of period (x)

    $37.90       $29.93       $25.96       $25.69       $20.33  

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

    28.91 (c)      19.45       4.45       26.36       15.77  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    0.99 (c)      1.02       1.05       1.08       1.30  

Expenses after expense reductions (f)

    0.98 (c)      1.01       1.04       1.07       1.30  

Net investment income (loss)

    (0.39 )(c)      (0.24     (0.35     (0.35     (0.45

Portfolio turnover

    43       30       43       38       54  

Net assets at end of period (000 omitted)

    $174,275       $96,700       $56,619       $40,359       $30,615  
Supplemental Ratios (%):                                  

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

    0.95 (c)      1.00       1.02       1.04       1.12  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R1   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $24.96       $22.01       $22.12       $17.68       $15.42  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $(0.38 )(c)      $(0.28     $(0.30     $(0.27     $(0.23

Net realized and unrealized gain (loss)

    7.14       4.22       1.04       4.71       2.49  

Total from investment operations

    $6.76       $3.94       $0.74       $4.44       $2.26  
Less distributions declared to shareholders                                  

From net realized gain

    $(0.54     $(0.99     $(0.85     $—       $—  

Net asset value, end of period (x)

    $31.18       $24.96       $22.01       $22.12       $17.68  

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

    27.63 (c)      18.27       3.43       25.11       14.66  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    1.99 (c)      2.02       2.05       2.08       2.30  

Expenses after expense reductions (f)

    1.98 (c)      2.01       2.04       2.07       2.30  

Net investment income (loss)

    (1.38 )(c)      (1.22     (1.36     (1.34     (1.45

Portfolio turnover

    43       30       43       38       54  

Net assets at end of period (000 omitted)

    $4,256       $3,073       $2,516       $2,033       $1,542  
Supplemental Ratios (%):                                  

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

    1.95 (c)      1.99       2.02       2.04       2.12  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R2   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $27.17       $23.76       $23.70       $18.85       $16.36  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $(0.26 )(c)      $(0.18     $(0.20     $(0.18     $(0.16

Net realized and unrealized gain (loss)

    7.80       4.58       1.11       5.03       2.65  

Total from investment operations

    $7.54       $4.40       $0.91       $4.85       $2.49  
Less distributions declared to shareholders                                  

From net realized gain

    $(0.54     $(0.99     $(0.85     $—       $—  

Net asset value, end of period (x)

    $34.17       $27.17       $23.76       $23.70       $18.85  

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

    28.27 (c)      18.88       3.93       25.73       15.22  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    1.49 (c)      1.52       1.55       1.58       1.79  

Expenses after expense reductions (f)

    1.49 (c)      1.51       1.54       1.58       1.79  

Net investment income (loss)

    (0.89 )(c)      (0.72     (0.84     (0.83     (0.94

Portfolio turnover

    43       30       43       38       54  

Net assets at end of period (000 omitted)

    $23,625       $17,031       $14,946       $17,123       $15,890  
Supplemental Ratios (%):                                  

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

    1.45 (c)      1.49       1.52       1.54       1.62  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R3   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $28.26       $24.61       $24.46       $19.41       $16.80  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $(0.20 )(c)      $(0.13     $(0.15     $(0.13     $(0.12

Net realized and unrealized gain (loss)

    8.14       4.77       1.15       5.18       2.73  

Total from investment operations

    $7.94       $4.64       $1.00       $5.05       $2.61  
Less distributions declared to shareholders                                  

From net realized gain

    $(0.54     $(0.99     $(0.85     $—       $—  

Net asset value, end of period (x)

    $35.66       $28.26       $24.61       $24.46       $19.41  

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

    28.59 (c)      19.21       4.18       26.02       15.54  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    1.24 (c)      1.27       1.30       1.33       1.55  

Expenses after expense reductions (f)

    1.23 (c)      1.26       1.29       1.32       1.55  

Net investment income (loss)

    (0.65 )(c)      (0.49     (0.60     (0.59     (0.70

Portfolio turnover

    43       30       43       38       54  

Net assets at end of period (000 omitted)

    $53,199       $20,180       $9,732       $10,626       $8,863  
Supplemental Ratios (%):                                  

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

    1.20 (c)      1.25       1.27       1.29       1.37  

See Notes to Financial Statements

 

24


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Financial Highlights – continued

 

Class R4   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $29.19       $25.34       $25.10       $19.86       $17.15  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $(0.13 )(c)      $(0.06     $(0.09     $(0.08     $(0.08

Net realized and unrealized gain (loss)

    8.43       4.90       1.18       5.32       2.79  

Total from investment operations

    $8.30       $4.84       $1.09       $5.24       $2.71  
Less distributions declared to shareholders                                  

From net realized gain

    $(0.54     $(0.99     $(0.85     $—       $—  

Net asset value, end of period (x)

    $36.95       $29.19       $25.34       $25.10       $19.86  

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

    28.92 (c)      19.45       4.44       26.38       15.80  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    0.99 (c)      1.02       1.05       1.07       1.29  

Expenses after expense reductions (f)

    0.99 (c)      1.01       1.04       1.07       1.29  

Net investment income (loss)

    (0.39 )(c)      (0.24     (0.37     (0.34     (0.45

Portfolio turnover

    43       30       43       38       54  

Net assets at end of period (000 omitted)

    $14,443       $8,141       $2,234       $1,403       $1,269  
Supplemental Ratios (%):                                  

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

    0.95 (c)      1.00       1.02       1.04       1.12  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R6   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13 (i)  

Net asset value, beginning of period

    $30.05       $26.03       $25.73       $20.34       $17.68  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $(0.10 )(c)      $(0.04     $(0.07     $(0.07     $(0.04

Net realized and unrealized gain (loss)

    8.68       5.05       1.22       5.46       2.70  

Total from investment operations

    $8.58       $5.01       $1.15       $5.39       $2.66  
Less distributions declared to shareholders                                  

From net realized gain

    $(0.54     $(0.99     $(0.85     $—       $—  

Net asset value, end of period (x)

    $38.09       $30.05       $26.03       $25.73       $20.34  

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

    29.03 (c)      19.59       4.57       26.50       15.05 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    0.90 (c)      0.92       0.95       0.97       1.13 (a) 

Expenses after expense reductions (f)

    0.89 (c)      0.91       0.94       0.96       1.13 (a) 

Net investment income (loss)

    (0.30 )(c)      (0.13     (0.27     (0.28     (0.35 )(a) 

Portfolio turnover

    43       30       43       38       54  

Net assets at end of period (000 omitted)

    $95,534       $33,411       $7,079       $2,429       $116  
Supplemental Ratios (%):                                  

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

    0.85 (c)      0.90       0.92       0.95       1.01 (a) 

 

(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. See Note 2 in the Notes to Financial Statements for additional information.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(i) For the period from the class inception, January 2, 2013, through the stated period end.
(n) Not annualized.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests primarily in securities of issuers in the technology industry. Issuers in a single industry can react similarly to market, economic, political and regulatory conditions and developments.

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.

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 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 held 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

 

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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 held short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on their primary exchange as provided by a third-party pricing service. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

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 halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis 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

 

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investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2017 in valuing the fund’s assets or liabilities:

 

Investments at Value    Level 1      Level 2      Level 3      Total  
Equity Securities      $838,332,338        $—        $—        $838,332,338  
Mutual Funds      24,817,059                      24,817,059  
Total Investments      $863,149,397        $—        $—        $863,149,397  
Securities Sold Short      $(1,718,114      $—        $—        $(1,718,114

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

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

Derivatives – The fund uses derivatives for different purposes, 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.

 

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The derivative instruments used by the fund were written options and purchased options. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. At August 31, 2017, the fund did not have any outstanding derivative instruments.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended August 31, 2017 as reported in the Statement of Operations:

 

Risk    Investments
(Purchased
Options)
     Written
Options
 
Equity      $(458,098      $291,947  

The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended August 31, 2017 as reported in the Statement of Operations:

 

Risk    Investments
(Purchased)
Options)
     Written
Options
 
Equity      $67,607        $(59,505

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 certain deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

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

 

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if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives or deposits with brokers for cleared derivatives, respectively. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense “ in the Statement of Operations.

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

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

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

Purchased Options – The fund purchased call and put options for a premium. Purchased call and put options entitle the holder to buy and sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing call options may hedge against an anticipated increase in the dollar cost of securities or currency to be acquired or increase the fund’s exposure to an underlying instrument. Purchasing put options

 

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may hedge against an anticipated decline in the value of portfolio securities or currency or decrease the fund’s exposure to an underlying instrument.

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

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

Short Sales – The fund entered into short sales whereby it sells a security it does not own in anticipation of a decline in the value of that security. The fund will realize a gain if the security price decreases and a loss if the security price increases between the date of the short sale and the date on which the fund replaces the borrowed security. Losses from short sales can exceed the proceeds of the security sold; and they can also exceed the potential loss from an ordinary buy and sell transaction. The amount of any premium, dividends, or interest the fund may be required to pay in connection with a short sale will be recognized as a fund expense. During the year ended August 31, 2017, this expense amounted to $281,032. 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, State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities of the fund to certain qualified institutions (the ”Borrowers“) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially

 

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impracticable, pay the fund the market value of the loaned securities. In return, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2017, there were no securities on loan or collateral outstanding.

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

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

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

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

Reimbursement of Expenses by Custodian – In December 2015, the fund’s custodian (or former custodian), State Street Bank and Trust Company, announced that it intended to reimburse its asset servicing clients for expense amounts that it billed in error during the period 1998 through 2015. The amount of this one-time reimbursement attributable to the fund is reflected as ”Reimbursement of custodian 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

 

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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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

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

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
Long-term capital gains      $12,086,828        $17,116,057  

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

 

As of 8/31/17       
Cost of investments      $551,768,458  
Gross appreciation      310,924,823  
Gross depreciation      (1,261,998)  
Net unrealized appreciation (depreciation)      $309,662,825  
Undistributed ordinary income      10,345,364  
Undistributed long-term capital gain      23,675,811  
Other temporary differences      (627)  

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

 

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approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     From net realized gain on
investments
 
     Year
ended
8/31/17
     Year
ended
8/31/16
 
Class A      $6,042,407        $9,437,848  
Class B      564,793        911,554  
Class C      1,649,827        2,147,972  
Class I      1,747,655        2,507,391  
Class R1      62,501        127,045  
Class R2      357,143        631,886  
Class R3      493,168        425,776  
Class R4      176,204        74,453  
Class R6      993,130        852,132  
Total      $12,086,828        $17,116,057  

(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:

 

First $1 billion of average daily net assets      0.75
Average daily net assets in excess of $1 billion      0.70

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2017, this management fee reduction amounted to $55,260, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2017 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 $218,099 for the year ended August 31, 2017, 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%        $852,850  
Class B      0.75%        0.25%        1.00%        1.00%        294,955  
Class C      0.75%        0.25%        1.00%        1.00%        857,024  
Class R1      0.75%        0.25%        1.00%        1.00%        34,196  
Class R2      0.25%        0.25%        0.50%        0.50%        99,018  
Class R3             0.25%        0.25%        0.25%        85,872  
Total Distribution and Service Fees              $2,223,915  

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2017 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 MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2017, this rebate amounted to $12,995, $356, $733, and $1 for Class A, Class B, Class C, and Class R2, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2017, were as follows:

 

     Amount  
Class A      $2,444  
Class B      33,953  
Class C      28,520  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2017, the fee was $161,777, which equated to 0.0222% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2017, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $724,866.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these

 

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services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.0172% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $246 and is included in ”Independent Trustees’ compensation“ in the Statement of Operations for the year ended August 31, 2017. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $627 at August 31, 2017, and is included in ”Payable for independent Trustees’ compensation“ in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2017, the fee paid by the fund under this agreement was $1,317 and is included in ”Miscellaneous“ expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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.

On September 9, 2015, MFS redeemed 5,844 shares of Class R6 for an aggregate amount of $151,886. On March 16, 2016, MFS redeemed 6,339 shares of Class I for an aggregate amount of $167,466.

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. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction. During the year ended August 31, 2017, the fund engaged in purchase and sale

 

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Notes to Financial Statements – continued

 

transactions pursuant to this policy, which amounted to $50,482 and $856,271, respectively. The sales transactions resulted in net realized gains (losses) of $55,203.

(4) Portfolio Securities

For the year ended August 31, 2017, purchases and sales of investments, other than purchased option transactions, short sales, and short-term obligations, aggregated $366,862,851 and $302,931,689, respectively.

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     3,903,397        $118,724,794        5,650,212        $146,107,339  

Class B

     300,442        8,204,144        340,869        7,842,383  

Class C

     1,045,012        28,144,392        1,326,858        30,532,344  

Class I

     3,330,760        106,868,431        3,469,595        95,301,998  

Class R1

     53,395        1,439,175        59,793        1,366,106  

Class R2

     317,338        9,295,803        316,198        7,917,738  

Class R3

     1,128,979        34,581,757        433,184        11,179,724  

Class R4

     186,687        5,801,786        269,057        7,406,114  

Class R6

     1,876,424        59,960,695        1,008,817        26,942,479  
     12,142,434        $373,020,977        12,874,583        $334,596,225  
Shares issued to shareholders in reinvestment of distributions            

Class A

     206,974        $5,813,904        351,762        $9,145,810  

Class B

     22,405        555,187        38,326        888,406  

Class C

     59,252        1,465,308        80,131        1,853,426  

Class I

     42,956        1,279,665        65,685        1,805,022  

Class R1

     2,532        62,501        5,502        127,045  

Class R2

     11,665        314,359        24,051        602,249  

Class R3

     17,563        493,168        16,376        425,776  

Class R4

     4,712        136,848        2,777        74,453  

Class R6

     23,250        695,648        10,949        301,867  
     391,309        $10,816,588        595,559        $15,224,054  

 

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Notes to Financial Statements – continued

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares reacquired            

Class A

     (5,378,740      $(165,793,400      (2,744,468      $(70,029,661

Class B

     (261,310      (7,226,145      (192,697      (4,444,263

Class C

     (772,303      (21,102,926      (437,124      (10,007,638

Class I

     (2,006,437      (64,179,030      (2,485,635      (64,260,422

Class R1

     (42,550      (1,112,429      (56,516      (1,271,891

Class R2

     (264,457      (7,811,141      (342,465      (8,463,244

Class R3

     (368,711      (11,215,693      (130,805      (3,377,690

Class R4

     (79,423      (2,549,379      (81,123      (2,055,904

Class R6

     (503,418      (16,400,155      (179,822      (4,880,914
     (9,677,349      $(297,390,298      (6,650,655      $(168,791,627
Net change            

Class A

     (1,268,369      $(41,254,702      3,257,506        $85,223,488  

Class B

     61,537        1,533,186        186,498        4,286,526  

Class C

     331,961        8,506,774        969,865        22,378,132  

Class I

     1,367,279        43,969,066        1,049,645        32,846,598  

Class R1

     13,377        389,247        8,779        221,260  

Class R2

     64,546        1,799,021        (2,216      56,743  

Class R3

     777,831        23,859,232        318,755        8,227,810  

Class R4

     111,976        3,389,255        190,711        5,424,663  

Class R6

     1,396,256        44,256,188        839,944        22,363,432  
     2,856,394        $86,447,267        6,819,487        $181,028,652  

(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 syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2017, the fund’s commitment fee and interest expense were $4,716 and $0, respectively, and are included in ”Miscellaneous“ expense in the Statement of Operations.

 

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Notes to Financial Statements – continued

 

(7) Investments in Affiliated Issuers

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

 

Affiliated Issuer          Beginning
Shares/Par
Amount
    Acquisitions
Shares/Par
Amount
    Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money
Market Portfolio
      16,566,726       214,206,728       (205,956,396     24,817,058  
Affiliated Issuer   Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
    Capital Gain
Distributions
    Dividend
Income
    Ending
Value
 
MFS Institutional Money
Market Portfolio
    $(1,414     $313       $—       $150,920       $24,817,059  

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and Shareholders of MFS Technology Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Technology Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Technology Fund (one of the series constituting the MFS Series Trust I) at August 31, 2017, 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 periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2017

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

At the special meeting of shareholders of MFS Series Trust I, which was held on March 23, 2017, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Dollars  

Nominee

   For      Withheld Authority  
Steven E. Buller      40,448,016,134.453        372,137,248.376  
John A. Caroselli      40,455,058,441.389        365,094,941.560  
Maureen R. Goldfarb      40,458,621,672.449        361,531,746.940  
David H. Gunning      40,369,558,961.219        450,594,312.051  
Michael Hegarty      40,379,783,468.714        440,369,950.676  
John P. Kavanaugh      40,453,732,784.104        366,420,708.405  
Robert J. Manning      40,424,010,964.586        396,142,308.684  
Clarence Otis, Jr.      40,441,919,324.712        378,234,043.007  
Maryanne L. Roepke      40,471,040,575.143        349,112,917.026  
Robin A. Stelmach      40,459,908,730.475        360,244,615.574  
Laurie J. Thomsen      40,426,270,790.416        393,882,628.973  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2017, 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 53)
  Trustee   February 2004   136   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 56)

  Trustee   January 2014   136   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 75)
  Trustee and Chair of Trustees   January 2004   136   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman (until 2013)

 

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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)

Steven E. Buller

(age 66)

  Trustee   February 2014   136   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

John A. Caroselli

(age 63)

  Trustee   March 2017   136   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 62)

  Trustee   January 2009   136   Private investor   N/A
Michael Hegarty
(age 72)
  Trustee   December 2004   136   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 62)

  Trustee and Vice Chair of Trustees   January 2009   136   Private investor   N/A

Clarence Otis, Jr.

(age 61)

  Trustee   March 2017   136   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

 

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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)

Maryanne L. Roepke

(age 61)

  Trustee   May 2014   136   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 60)
  Trustee   March 2005   136   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

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 43)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 49)

  Assistant Treasurer   January 2012   136  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 50)

  Assistant Treasurer   April 2017   136   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 58)

  Assistant Secretary and Assistant Clerk   September 2012   136   Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

 

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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

Ethan D. Corey (k)
(age 53)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k)
(age 49)
  President   July 2005   136   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 50)

  Secretary and Clerk   April 2017   136   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 44)

  Assistant Secretary and Assistant Clerk   June 2006   136   Massachusetts Financial Services Company, Vice President and Senior Counsel
Susan A. Pereira (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 46)

  Assistant Treasurer   September 2012   136   Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)

Matthew A. Stowe (k)

(age 42)

  Assistant Secretary and Assistant Clerk   October 2014   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino
(age 73)
  Independent Senior Officer   June 2004   136   Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k)
(age 47)
  Assistant Secretary and Assistant Clerk   October 2007   136   Massachusetts Financial Services Company, Senior Vice President and Associate 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 50)

  Chief Compliance Officer   July 2015   136   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost (k)
(age 57)
  Treasurer   September 1990   136   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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee 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. 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, Kavanaugh and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

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

 

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Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
 

State Street Bank and Trust Company

1 Lincoln Street
Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
 

Ernst & Young LLP

200 Claredon Street
Boston, MA 02116

Portfolio Manager(s)  
Matthew Sabel  

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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 over the course of three months beginning in May and ending in July, 2017 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper 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 (the “Broadridge expense group”), (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) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory,

 

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Board Review of Investment Advisory Agreement – continued

 

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 performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2016, 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 three-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 five-year periods ended December 31, 2016 relative to the Lipper 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 the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.

 

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Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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 rate 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 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

 

51


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Board Review of Investment Advisory Agreement – continued

 

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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

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, 2017.

 

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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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), 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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

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 on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

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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 2017 income tax forms in January 2018. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates $17,456,000 as capital gain dividends paid during the fiscal year.

 

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rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

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Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

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LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2017

 

LOGO

 

MFS® U.S. GOVERNMENT CASH RESERVE FUND

 

LOGO

 

LMM-ANN

 


Table of Contents

MFS® U.S. GOVERNMENT CASH RESERVE FUND

 

CONTENTS

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Performance summary     3  
Expense table     5  
Portfolio of investments     7  
Statement of assets and liabilities     9  
Statement of operations     11  
Statements of changes in net assets     12  
Financial highlights     13  
Notes to financial statements     19  
Report of independent registered public accounting firm     28  
Results of shareholder meeting     29  
Trustees and officers     30  
Board review of investment advisory agreement     36  
Proxy voting policies and information     40  
Quarterly portfolio disclosure     40  
Further information     40  
Information about fund contracts and legal claims     41  
Federal tax information     41  
MFS® privacy notice     42  
Contact information    back cover  

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Despite policy uncertainty accompanying a new presidential administration in the United States and unease over ongoing Brexit negotiations, most markets have proved

resilient. U.S. share prices have reached new highs in recent months although the U.S. Federal Reserve has continued to gradually hike interest rates. However, rates in most developed markets remain very low, with major non-U.S. central banks just beginning to contemplate curbing accommodative monetary policies.

Globally, we’ve experienced a year-long synchronized upturn in economic growth. Despite better growth, there are few immediate signs of worrisome inflation amid muted wage gains around the world. Europe has benefited from diminishing event risks as populist challengers fell short of upsetting establishment

candidates in both the Dutch and French elections. Emerging market economies have been boosted in part by a weaker U.S. dollar and are recovering despite lingering concerns over the potential for restrictive U.S. trade policies that could hamper global trade growth. Looking ahead, markets will have to contend with issues involving geopolitical hot spots on the Korean peninsula and in the Middle East.

At MFS®, we believe time is an asset. A patient, long-term approach to investing can have a powerful impact on decision making and outcomes. Time arbitrage, as we call it, comes down to having the conviction and discipline to allow enough time for good investment ideas to play out. In our view, such an approach, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

October 17, 2017

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure (u)

 

LOGO

 

Composition including fixed
income credit quality (a)(u)
 
A-1+     15.7%  
A-1     80.3%  
A-2     4.4%  
Not Rated     0.0%  
Other Assets Less Liabilities     (0.4)%  
Maturity breakdown (u)  
0 - 7 days     24.6%  
8 - 29 days     30.9%  
30 - 59 days     39.4%  
60 - 89 days     1.8%  
90 - 365 days     3.7%  
Other Assets Less Liabilities     (0.4)%  
 
(a) Ratings are assigned to portfolio securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P scale. All ratings are subject to change. The fund is not rated by these agencies.
(u) For purposes of this presentation, accrued interest, where applicable, is included.

From time to time Other Assets Less Liabilities may be negative due to timing of cash receipts.

Percentages are based on net assets as of August 31, 2017.

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

 

2


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/17

Total returns as well as the current 7-day yield have been provided for the applicable time periods. Performance results reflect the percentage change in net asset value, including the reinvestment of any dividends and capital gains distributions. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Although the fund seeks to preserve the value of your investment at $1.00 per share, you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

 

     Share Class    Inception    1-Year Total
Return (without
sales charge)
  

Current

7-day yield

      
    A      9/07/93    0.08%      0.30%      
    B    12/29/86    0.08%      0.30%      
    C      4/01/96    0.08%      0.30%      
    R1      4/01/05    0.08%      0.30%      
    R2      4/01/05    0.08%      0.30%      
    R3      4/01/05    0.08%      0.30%      
    R4      4/01/05    0.08%      0.30%      
    529A      7/31/02    0.06%      0.25%      
    529B      7/31/02    0.06%      0.25%      
    529C      7/31/02    0.06%      0.25%      
           1-Year
Total Return
      
    B

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

     (3.92)%      
    C

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

     (0.92)%      
    529B

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

     (3.94)%      
    529C

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

     (0.94)%      

 

3


Table of Contents

Performance Summary – continued

 

CDSC – Contingent Deferred Sales Charge.

Class R1, R2, R3, R4, and 529A shares do not have a sales charge. Certain Class A shares acquired through an exchange may be subject to a CDSC upon redemption depending on when the shares exchanged were originally purchased.

(v) Assuming redemption at the end of the applicable period.

Yields quoted are based on the latest seven days ended as of August 31, 2017, with dividends annualized. The yield quotations more closely reflect the current earnings of the fund than the total return quotations. Shares of the fund can be purchased at net asset value without a sales charge.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

Performance results reflect any applicable expense subsidies, waivers and adjustments in effect during the periods shown. Subsidies and fee waivers may be imposed to enhance a fund’s yield or to avoid a negative yield during periods when the fund’s operating expenses have a significant impact on the fund’s yield due to lower interest rates. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gain distributions.

 

4


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2017 through August 31, 2017

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2017 through August 31, 2017.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

5


Table of Contents

Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
  Beginning
Account Value
3/01/17
 

Ending

Account Value
8/31/17

 

Expenses

Paid During
Period (p)
3/01/17-8/31/17

 
A   Actual   0.66%   $1,000.00   $1,000.73     $3.33  
  Hypothetical (h)   0.66%   $1,000.00   $1,021.88     $3.36  
B   Actual   0.66%   $1,000.00   $1,000.73     $3.33  
  Hypothetical (h)   0.66%   $1,000.00   $1,021.88     $3.36  
C   Actual   0.66%   $1,000.00   $1,000.73     $3.33  
  Hypothetical (h)   0.66%   $1,000.00   $1,021.88     $3.36  
R1   Actual   0.66%   $1,000.00   $1,000.72     $3.33  
  Hypothetical (h)   0.66%   $1,000.00   $1,021.88     $3.36  
R2   Actual   0.66%   $1,000.00   $1,000.73     $3.33  
  Hypothetical (h)   0.66%   $1,000.00   $1,021.88     $3.36  
R3   Actual   0.66%   $1,000.00   $1,000.73     $3.33  
  Hypothetical (h)   0.66%   $1,000.00   $1,021.88     $3.36  
R4   Actual   0.66%   $1,000.00   $1,000.73     $3.33  
  Hypothetical (h)   0.66%   $1,000.00   $1,021.88     $3.36  
529A   Actual   0.70%   $1,000.00   $1,000.54     $3.53  
  Hypothetical (h)   0.70%   $1,000.00   $1,021.68     $3.57  
529B   Actual   0.70%   $1,000.00   $1,000.54     $3.53  
  Hypothetical (h)   0.70%   $1,000.00   $1,021.68     $3.57  
529C   Actual   0.70%   $1,000.00   $1,000.54     $3.53  
  Hypothetical (h)   0.70%   $1,000.00   $1,021.68     $3.57  

 

(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 184/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

As further discussed in Note 3 in the Notes to Financial Statements, the expense ratios reported above include additional expense reductions to avoid a negative yield.

 

6


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/17

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

 

U.S. Government Agencies and Equivalents (y) - 96.0%  
Issuer    Shares/Par     Value ($)  
Fannie Mae, 0.975%, due 9/1/2017    $ 1,385,000     $ 1,385,000  
Fannie Mae, 0.944%, due 9/5/2017      5,000,000       4,999,483  
Fannie Mae, 0.974%, due 9/5/2017      6,562,000       6,561,300  
Fannie Mae, 1.02%, due 9/6/2017      4,750,000       4,749,337  
Fannie Mae, 0.944%, due 10/2/2017      11,554,000       11,544,747  
Fannie Mae, 0.954%, due 10/2/2017      9,273,000       9,265,494  
Fannie Mae, 0.944%, due 10/3/2017      4,000,000       3,996,693  
Fannie Mae, 1.057%, due 10/18/2017      9,300,000       9,287,373  
Fannie Mae, 1.011%, due 10/25/2017      4,400,000       4,393,426  
Federal Farm Credit Bank, 1.005%, due 9/1/2017      1,000,000       1,000,000  
Federal Farm Credit Bank, 1.005%, due 9/13/2017      2,500,000       2,499,175  
Federal Farm Credit Bank, 1.005%, due 9/19/2017      8,000,000       7,996,040  
Federal Farm Credit Bank, 1.015%, due 9/21/2017      3,200,000       3,198,222  
Federal Farm Credit Bank, 1.005%, due 10/2/2017      4,000,000       3,996,590  
Federal Farm Credit Bank, 1.015%, due 10/3/2017      10,000,000       9,991,111  
Federal Farm Credit Bank, 1.005%, due 10/12/2017      4,500,000       4,494,926  
Federal Farm Credit Bank, 1.015%, due 10/16/2017      7,100,000       7,091,125  
Federal Farm Credit Bank, 1.078%, due 10/20/2017      11,425,000       11,408,516  
Federal Farm Credit Bank, 1.016%, due 11/16/2017      5,000,000       4,989,444  
Federal Home Loan Bank, 0.963%, due 9/5/2017      15,177,000       15,175,398  
Federal Home Loan Bank, 0.964%, due 9/8/2017      1,612,000       1,611,702  
Federal Home Loan Bank, 1.004%, due 9/11/2017      4,000,000       3,998,900  
Federal Home Loan Bank, 1.014%, due 9/13/2017      6,891,000       6,888,703  
Federal Home Loan Bank, 1.025%, due 9/25/2017      11,300,000       11,292,391  
Federal Home Loan Bank, 1.01%, due 9/26/2017      7,754,000       7,748,642  
Federal Home Loan Bank, 1.02%, due 9/27/2017      6,900,000       6,894,992  
Federal Home Loan Bank, 1.036%, due 10/6/2017      2,660,000       2,657,362  
Freddie Mac, 1.016%, due 9/8/2017      11,550,000       11,547,754  
Freddie Mac, 1.03%, due 9/11/2017      5,655,000       5,653,406  
Freddie Mac, 1.005%, due 9/14/2017      3,000,000       2,998,928  
Freddie Mac, 0.984%, due 9/21/2017      13,374,000       13,366,793  
Freddie Mac, 1.004%, due 9/21/2017      100,000       99,945  
Freddie Mac, 1.004%, due 9/25/2017      1,850,000       1,848,779  
Freddie Mac, 1.016%, due 10/5/2017      9,000,000       8,991,500  
Freddie Mac, 1.047%, due 10/17/2017      6,950,000       6,940,853  
Freddie Mac, 1.005%, due 10/20/2017      5,000,000       4,993,263  
U.S. Treasury Bill, 0.949%, due 9/7/2017      8,900,000       8,898,613  
U.S. Treasury Bill, 0.994%, due 9/7/2017      900,000       899,853  
U.S. Treasury Bill, 0.933%, due 9/14/2017      7,396,000       7,393,543  
U.S. Treasury Bill, 0.974%, due 9/14/2017      5,100,000       5,098,232  

 

7


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
U.S. Government Agencies and Equivalents (y) - continued  
U.S. Treasury Bill, 1.032%, due 10/19/2017    $ 11,590,000     $ 11,574,315  
U.S. Treasury Bill, 1.142%, due 2/15/2018      10,450,000       10,395,706  
Total U.S. Government Agencies and Equivalents,
at Amortized Cost and Value
           $ 269,817,575  
Repurchase Agreements - 4.4%                 
Goldman Sachs Repurchase Agreement, 1.05%, dated 8/31/17, due 9/01/17, total to be received $12,262,358 (secured by U.S. Treasury and Federal Agency obligations valued at $12,507,243 in a jointly traded account), at Cost and Value    $ 12,262,000     $ 12,262,000  
Other Assets, Less Liabilities - (0.4)%       (1,046,251
Net Assets - 100.0%     $ 281,033,324  

 

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

See Notes to Financial Statements

 

8


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/17

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 amortized cost and value

     $282,079,575  

Cash

     86  

Receivables for

  

Fund shares sold

     100,062  

Interest

     358  

Other assets

     433  

Total assets

     $282,180,514  
Liabilities         

Payables for

  

Distributions

     $1,206  

Fund shares reacquired

     964,104  

Payable to affiliates

  

Investment adviser

     6,351  

Shareholder servicing costs

     96,344  

Program manager fee

     56  

Payable for independent Trustees’ compensation

     6,527  

Accrued expenses and other liabilities

     72,602  

Total liabilities

     $1,147,190  

Net assets

     $281,033,324  
Net assets consist of         

Paid-in capital

     $281,041,048  

Accumulated net realized gain (loss)

     (5

Accumulated distributions in excess of net investment income

     (7,719

Net assets

     $281,033,324  

Shares of beneficial interest outstanding

     281,263,331  

 

9


Table of Contents

Statement of Assets and Liabilities – continued

 

 

     Net assets     

Shares

outstanding

    

Net asset value

per share

 

Class A

     $105,859,463        105,944,053        $1.00  

Class B

     17,338,003        17,354,865        1.00  

Class C

     38,457,621        38,488,826        1.00  

Class R1

     12,235,989        12,246,184        1.00  

Class R2

     48,184,040        48,223,323        1.00  

Class R3

     35,195,911        35,225,807        1.00  

Class R4

     3,249,778        3,252,344        1.00  

Class 529A

     13,208,250        13,218,088        1.00  

Class 529B

     347,512        347,852        1.00  

Class 529C

     6,956,757        6,961,989        1.00  

A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes R1, R2, R3, R4, and 529A.

See Notes to Financial Statements

 

10


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/17

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

     $1,777,515  

Other

     4,909  

Total investment income

     $1,782,424  

Expenses

  

Management fee

     $1,229,252  

Distribution and service fees

     1,527,876  

Shareholder servicing costs

     516,452  

Program manager fees

     20,762  

Administrative services fee

     58,024  

Independent Trustees’ compensation

     10,946  

Custodian fee

     20,835  

Reimbursement of custodian expenses

     (25,151

Shareholder communications

     36,730  

Audit and tax fees

     36,380  

Legal fees

     3,975  

Miscellaneous

     152,969  

Total expenses

     $3,589,050  

Reduction of expenses by investment adviser and distributor

     (2,034,056

Net expenses

     $1,554,994  

Net investment income (loss)

     $227,430  

Realized gain (loss) (identified cost basis) on unaffiliated issuers

     $(4

Change in net assets from operations

     $227,426  

See Notes to Financial Statements

 

11


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  
     8/31/17      8/31/16  
Change in net assets              
From operations                  

Net investment income (loss)

     $227,430        $0  

Net realized gain (loss)

     (4      0  

Change in net assets from operations

     $227,426        $0  
Distributions declared to shareholders                  

From net investment income

     $(227,426      $0  

Change in net assets from fund share transactions

     $(33,308,224      $(2,111,675

Total change in net assets

     $(33,308,224      $(2,111,675
Net assets                  

At beginning of period

     314,341,548        316,453,223  

At end of period (including accumulated distributions in excess of net investment income of $7,719 and accumulated net investment loss of $9,044, respectively)

     $281,033,324        $314,341,548  

See Notes to Financial Statements

 

12


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  
    8/31/17     8/31/16      8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $1.00       $1.00        $1.00       $1.00       $1.00  
Income (loss) from investment operations                                   

Net investment income (loss) (d)

    $0.00 (c)(w)      $0.00        $0.00       $0.00       $0.00  

Net realized and unrealized gain (loss)

    (0.00 )(w)             0.00 (w)      0.00 (w)       

Total from investment operations

    $0.00 (w)      $0.00        $0.00 (w)      $0.00 (w)      $0.00  
Less distributions declared to shareholders                                   

From net investment income

    $(0.00 )(w)      $—        $—       $—       $—  

Net asset value, end of period

    $1.00       $1.00        $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.08 (c)      0.00        0.00 (w)      0.00 (w)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:
                                  

Expenses before expense reductions (f)

    0.91 (c)      0.91        0.92       0.90       0.93  

Expenses after expense reductions (f)

    0.50 (c)      0.23        0.07       0.09       0.15  

Net investment income (loss)

    0.08 (c)      0.00        0.00       0.00       0.00  

Net assets at end of period (000 omitted)

    $105,859       $120,740        $122,085       $124,550       $145,062  
Class B   Year ended  
    8/31/17     8/31/16      8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $1.00       $1.00        $1.00       $1.00       $1.00  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.00 (c)(w)      $0.00        $0.00       $0.00       $0.00  

Net realized and unrealized gain (loss)

    (0.00 )(w)             0.00 (w)      0.00 (w)       

Total from investment operations

    $0.00 (w)      $0.00        $0.00 (w)      $0.00 (w)      $0.00  
Less distributions declared to shareholders  

From net investment income

    $(0.00 )(w)      $—        $—       $—       $—  

Net asset value, end of period

    $1.00       $1.00        $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.08 (c)      0.00        0.00 (w)      0.00 (w)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:
         

Expenses before expense reductions (f)

    1.66 (c)      1.66        1.67       1.65       1.68  

Expenses after expense reductions (f)

    0.51 (c)      0.23        0.07       0.10       0.15  

Net investment income (loss)

    0.07 (c)      0.00        0.00       0.00       0.00  

Net assets at end of period (000 omitted)

    $17,338       $18,096        $18,831       $22,982       $30,833  

See Notes to Financial Statements

 

13


Table of Contents

Financial Highlights – continued

 

Class C   Year ended  
    8/31/17     8/31/16      8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $1.00       $1.00        $1.00       $1.00       $1.00  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.00 (c)(w)      $0.00        $0.00       $0.00       $0.00  

Net realized and unrealized gain (loss)

    (0.00 )(w)             0.00 (w)      0.00 (w)       

Total from investment operations

    $0.00 (w)      $0.00        $0.00 (w)      $0.00 (w)      $0.00  
Less distributions declared to shareholders  

From net investment income

    $(0.00 )(w)      $—        $—       $—       $—  

Net asset value, end of period

    $1.00       $1.00        $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.08 (c)      0.00        0.00 (w)      0.00 (w)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:
 

Expenses before expense reductions (f)

    1.66 (c)      1.66        1.67       1.65       1.68  

Expenses after expense reductions (f)

    0.50 (c)      0.24        0.07       0.10       0.15  

Net investment income (loss)

    0.07 (c)      0.00        0.00       0.00       0.00  

Net assets at end of period (000 omitted)

    $38,458       $48,749        $42,522       $45,662       $58,363  
Class R1   Year ended  
    8/31/17     8/31/16      8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $1.00       $1.00        $1.00       $1.00       $1.00  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.00 (c)(w)      $0.00        $0.00       $0.00       $0.00  

Net realized and unrealized gain (loss)

    (0.00 )(w)             0.00 (w)      0.00 (w)       

Total from investment operations

    $0.00 (w)      $0.00        $0.00 (w)      $0.00 (w)      $0.00  
Less distributions declared to shareholders  

From net investment income

    $(0.00 )(w)      $—        $—       $—       $—  

Net asset value, end of period

    $1.00       $1.00        $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.08 (c)      0.00        0.00 (w)      0.00 (w)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:
 

Expenses before expense reductions (f)

    1.66 (c)      1.66        1.67       1.65       1.68  

Expenses after expense reductions (f)

    0.50 (c)      0.23        0.07       0.09       0.15  

Net investment income (loss)

    0.07 (c)      0.00        0.00       0.00       0.00  

Net assets at end of period (000 omitted)

    $12,236       $14,569        $14,363       $16,819       $21,080  

See Notes to Financial Statements

 

14


Table of Contents

Financial Highlights – continued

 

Class R2   Year ended  
    8/31/17     8/31/16      8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $1.00       $1.00        $1.00       $1.00       $1.00  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.00 (c)(w)      $0.00        $0.00       $0.00       $0.00  

Net realized and unrealized gain (loss)

    (0.00 )(w)             0.00 (w)      0.00 (w)       

Total from investment operations

    $0.00 (w)      $0.00        $0.00 (w)      $0.00 (w)      $0.00  
Less distributions declared to shareholders  

From net investment income

    $(0.00 )(w)      $—        $—       $—       $—  

Net asset value, end of period

    $1.00       $1.00        $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.08 (c)      0.00        0.00 (w)      0.00 (w)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:
 

Expenses before expense reductions (f)

    1.16 (c)      1.16        1.17       1.15       1.18  

Expenses after expense reductions (f)

    0.51 (c)      0.23        0.07       0.09       0.15  

Net investment income (loss)

    0.08 (c)      0.00        0.00       0.00       0.00  

Net assets at end of period (000 omitted)

    $48,184       $51,537        $53,058       $57,634       $74,406  
Class R3   Year ended  
    8/31/17     8/31/16      8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $1.00       $1.00        $1.00       $1.00       $1.00  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.00 (c)(w)      $0.00        $0.00       $0.00       $0.00  

Net realized and unrealized gain (loss)

    (0.00 )(w)             0.00 (w)      0.00 (w)       

Total from investment operations

    $0.00 (w)      $0.00        $0.00 (w)      $0.00 (w)      $0.00  
Less distributions declared to shareholders  

From net investment income

    $(0.00 )(w)      $—        $—       $—       $—  

Net asset value, end of period

    $1.00       $1.00        $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.08 (c)      0.00        0.00 (w)      0.00 (w)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:
 

Expenses before expense reductions (f)

    0.91 (c)      0.91        0.92       0.90       0.93  

Expenses after expense reductions (f)

    0.51 (c)      0.23        0.07       0.09       0.15  

Net investment income (loss)

    0.08 (c)      0.00        0.00       0.00       0.00  

Net assets at end of period (000 omitted)

    $35,196       $37,650        $44,872       $53,916       $64,925  

See Notes to Financial Statements

 

15


Table of Contents

Financial Highlights – continued

 

Class R4   Year ended  
    8/31/17     8/31/16      8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $1.00       $1.00        $1.00       $1.00       $1.00  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.00 (c)(w)      $0.00        $0.00       $0.00       $0.00  

Net realized and unrealized gain (loss)

    (0.00 )(w)             0.00 (w)      0.00 (w)       

Total from investment operations

    $0.00 (w)      $0.00        $0.00 (w)      $0.00 (w)      $0.00  
Less distributions declared to shareholders  

From net investment income

    $(0.00 )(w)      $—        $—       $—       $—  

Net asset value, end of period

    $1.00       $1.00        $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.08 (c)      0.00        0.00 (w)      0.00 (w)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:
 

Expenses before expense reductions (f)

    0.67 (c)      0.66        0.67       0.65       0.68  

Expenses after expense reductions (f)

    0.52 (c)      0.23        0.07       0.09       0.15  

Net investment income (loss)

    0.08 (c)      0.00        0.00       0.00       0.00  

Net assets at end of period (000 omitted)

    $3,250       $3,077        $3,034       $2,907       $820  
Class 529A   Year ended  
    8/31/17     8/31/16      8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $1.00       $1.00        $1.00       $1.00       $1.00  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.00 (c)(w)      $0.00        $0.00       $0.00       $0.00  

Net realized and unrealized gain (loss)

    (0.00 )(w)             0.00 (w)      0.00 (w)       

Total from investment operations

    $0.00 (w)      $0.00        $0.00 (w)      $0.00 (w)      $0.00  
Less distributions declared to shareholders  

From net investment income

    $(0.00 )(w)      $—        $—       $—       $—  

Net asset value, end of period

    $1.00       $1.00        $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.06 (c)      0.00        0.00 (w)      0.00 (w)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:
 

Expenses before expense reductions (f)

    1.01 (c)      1.00        1.02       1.00       1.03  

Expenses after expense reductions (f)

    0.53 (c)      0.23        0.07       0.09       0.15  

Net investment income (loss)

    0.06 (c)      0.00        0.00       0.00       0.00  

Net assets at end of period (000 omitted)

    $13,208       $12,841        $11,383       $10,927       $10,897  

See Notes to Financial Statements

 

16


Table of Contents

Financial Highlights – continued

 

Class 529B   Year ended  
    8/31/17     8/31/16      8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $1.00       $1.00        $1.00       $1.00       $1.00  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.00 (c)(w)      $0.00        $0.00       $0.00       $0.00  

Net realized and unrealized gain (loss)

    (0.00 )(w)             0.00 (w)      0.00 (w)       

Total from investment operations

    $0.00 (w)      $0.00        $0.00 (w)      $0.00 (w)      $0.00  
Less distributions declared to shareholders  

From net investment income

    $(0.00 )(w)      $—        $—       $—       $—  

Net asset value, end of period

    $1.00       $1.00        $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.06 (c)      0.00        0.00 (w)      0.00 (w)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:
 

Expenses before expense reductions (f)

    1.76 (c)      1.76        1.77       1.75       1.78  

Expenses after expense reductions (f)

    0.53 (c)      0.22        0.07       0.10       0.15  

Net investment income (loss)

    0.06 (c)      0.00        0.00       0.00       0.00  

Net assets at end of period (000 omitted)

    $348       $355        $440       $531       $676  
Class 529C   Year ended  
    8/31/17     8/31/16      8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $1.00       $1.00        $1.00       $1.00       $1.00  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.00 (c)(w)      $0.00        $0.00       $0.00       $0.00  

Net realized and unrealized gain (loss)

    (0.00 )(w)             0.00 (w)      0.00 (w)       

Total from investment operations

    $0.00 (w)      $0.00        $0.00 (w)      $0.00 (w)      $0.00  
Less distributions declared to shareholders  

From net investment income

    $(0.00 )(w)      $—        $—       $—       $—  

Net asset value, end of period

    $1.00       $1.00        $1.00       $1.00       $1.00  

Total return (%) (r)(t)

    0.06 (c)      0.00        0.00 (w)      0.00 (w)      0.00  
Ratios (%) (to average net assets)
and Supplemental data:
 

Expenses before expense reductions (f)

    1.76 (c)      1.76        1.77       1.75       1.78  

Expenses after expense reductions (f)

    0.54 (c)      0.24        0.07       0.09       0.15  

Net investment income (loss)

    0.06 (c)      0.00        0.00       0.00       0.00  

Net assets at end of period (000 omitted)

    $6,957       $6,728        $5,866       $6,240       $6,072  

See Notes to Financial Statements

 

17


Table of Contents

Financial Highlights – continued

 

 

(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. See Note 2 in the Notes to Financial Statements for additional information.
(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.
(t) Total returns do not include any applicable sales charges.
(w) Per share amount was less than $0.01 and total return or ratio was less than 0.01%, as applicable.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ended after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.

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 does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Pursuant to procedures approved by the Board of Trustees, investments held by the fund are generally valued at amortized cost, which approximates market value. Amortized cost involves valuing an instrument at its cost as adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized cost value of an instrument can be different from the market value of an instrument.

 

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Notes to Financial Statements – continued

 

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2017 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Short-Term Securities      $—        $282,079,575        $—        $282,079,575  

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

Repurchase Agreements – The fund enters into repurchase agreements under the terms of Master Repurchase Agreements with approved counterparties. Each repurchase agreement is recorded at cost. The fund requires that the securities collateral in a repurchase transaction be transferred to a custodian. The fund monitors, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the fund under each such repurchase agreement. Upon an event of default under a Master Repurchase Agreement, the non-defaulting party may close out all transactions traded under such agreement and net amounts owed under each transaction to one net amount payable by one party to the other. Absent an event of default, the Master Repurchase Agreement does not result in an offset of reported amounts of assets and liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund and other funds managed by MFS may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. At period end, the fund had investments in repurchase agreements with a gross value of $12,262,000 included in investments in the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at period end.

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

 

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Notes to Financial Statements – continued

 

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles.

Reimbursement of Expenses by Custodian – In December 2015, the fund’s custodian (or former custodian), State Street Bank and Trust Company, announced that it intended to reimburse its asset servicing clients for expense amounts that it billed in error during the period 1998 through 2015. The amount of this one-time reimbursement attributable to the fund is reflected as “Reimbursement of custodian 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.

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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

During the year ended August 31, 2017, there were no significant adjustments due to differences between book and tax accounting.

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

 

     Year ended      Year ended  
     8/31/17      8/31/16  
Ordinary income (including any short-term capital gains)      $227,426        $—  

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

 

As of 8/31/17       
Cost of investments      $282,079,575  
Post-October capital loss deferral      (5
Other temporary differences      (7,719

 

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Notes to Financial Statements – continued

 

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     From net investment
income
 
     Year
ended
8/31/17
     Year
ended
8/31/16
 
Class A      $89,813        $—  
Class B      14,501         
Class C      31,490         
Class R1      8,882         
Class R2      39,425         
Class R3      27,743         
Class R4      2,601         
Class 529A      8,383         
Class 529B      214         
Class 529C      4,374         
Total      $227,426        $—  

(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 an annual rate of 0.40% of the fund’s average daily net assets.

During the year ended August 31, 2017, MFS voluntarily waived receipt of $466,223 of the fund’s management fee in order to avoid a negative yield. For the year ended August 31, 2017, this amount is included in the reduction of total expenses in the Statement of Operations. MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2017, this management fee reduction amounted to $23,174, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.24% of the fund’s average daily net assets.

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

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of

 

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Notes to Financial Statements – continued

 

certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A             0.25%        0.25%        0.00%        $298,527  
Class B      0.75%        0.25%        1.00%        0.00%        208,026  
Class C      0.75%        0.25%        1.00%        0.00%        449,828  
Class R1      0.75%        0.25%        1.00%        0.00%        121,231  
Class R2      0.25%        0.25%        0.50%        0.00%        253,804  
Class R3             0.25%        0.25%        0.00%        88,212  
Class 529A             0.25%        0.25%        0.00%        33,119  
Class 529B      0.75%        0.25%        1.00%        0.00%        3,747  
Class 529C      0.75%        0.25%        1.00%        0.00%        71,382  
Total Distribution and Service Fees        $1,527,876  

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2017 based on each class’s average daily net assets. MFD has agreed in writing to waive the Class A and Class 529A service fee. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue until at least December 31, 2017. These reductions, for the year ended August 31, 2017, for Class A and Class 529A amounted to $298,527 and $33,119, respectively, and are included in the reduction of total expenses in the Statement of Operations. For the period from September 1, 2016 through April 9, 2017, MFD also voluntarily waived receipt of the fund’s distribution and service fees to ensure the fund avoids a negative yield. These reductions, for the year ended August 31, 2017, for Class B, Class C, Class R1, Class R2, Class R3, Class 529B, and Class 529C amounted to $133,297, $290,679, $76,718, $156,232, $54,366, $2,296, and $42,278, respectively, and are included in the reduction of total expenses in the Statement of Operations. Effective April 10, 2017, MFD discontinued this voluntary waiver to avoid a negative yield and instead agreed in writing to waive the Class B, Class C, Class R1, Class R2, Class R3, Class 529B, and Class 529C distribution and service fees. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue until at least December 31, 2017. These reductions, for the period April 10, 2017 through August 31, 2017, for Class B, Class C, Class R1, Class R2, Class R3, Class 529B, and Class 529C amounted to $74,729, $159,149, $44,513, $97,572, $33,846, $1,451, and $29,104, respectively, and are included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares acquired through an exchange may be subject to a contingent deferred sales charge (CDSC) upon redemption depending on when the shares exchanged were originally purchased. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption

 

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Notes to Financial Statements – continued

 

within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2017, were as follows:

 

     Amount  
Class A      $138  
Class B      54,013  
Class C      15,517  
Class 529B      189  
Class 529C      570  

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets for each 529 share class. This waiver agreement will expire on December 31, 2018, unless MFD elects to extend the waiver. For the year ended August 31, 2017, this waiver amounted to $10,381, and is included in the reduction of total expenses in the Statement of Operations. In addition, MFS voluntarily waived receipt of $6,402 of the fund’s program manager fees in order to avoid a negative yield for Class 529A, Class 529B, and Class 529C shares. This amount, for the year ended August 31, 2017, is included in the reduction of total expenses in the Statement of Operations. This voluntary waiver had the effect of reducing the program manager fee by 0.03% of average daily net assets attributable to Class 529A, Class 529B, and Class 529C shares on an annualized basis. The program manager fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.02% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the year ended August 31, 2017, were as follows:

 

     Fee      Waiver  
Class 529A      $13,248        $10,712  
Class 529B      375        307  
Class 529C      7,139        5,764  
Total Program Manager Fees and Waivers      $20,762        $16,783  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2017, the fee was $171,153, which equated to 0.0557% annually of the fund’s average daily net assets. MFSC also receives payment 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. For the year ended August 31, 2017, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $345,299.

 

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Notes to Financial Statements – continued

 

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.0189% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $1,335 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2017. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $6,513 at August 31, 2017, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2017, the fee paid by the fund under this agreement was $577 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

On September 9, 2015, MFS redeemed 48, 125, 134, 40 and 18 shares each, of Class B, Class R3, Class R4, Class 529A and Class 529C respectively for the aggregate amount of $365. At August 31, 2017, MFS held approximately 80% of the outstanding shares of Class R4.

 

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Notes to Financial Statements – continued

 

(4) Shares of Beneficial Interest

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     52,201,068        $52,201,070        61,984,342        $61,984,346  

Class B

     13,010,177        13,010,176        15,009,346        15,009,346  

Class C

     26,105,909        26,105,907        45,857,815        45,857,814  

Class R1

     3,907,819        3,907,819        5,028,966        5,028,966  

Class R2

     13,316,853        13,316,880        16,235,866        16,235,866  

Class R3

     14,110,795        14,110,795        15,034,388        15,034,388  

Class R4

     519,206        519,208        253,380        253,379  

Class 529A

     6,937,795        6,937,795        7,049,714        7,049,715  

Class 529B

     184,277        184,277        269,487        269,487  

Class 529C

     4,065,880        4,065,880        4,478,950        4,478,949  
     134,359,779        $134,359,807        171,202,254        $171,202,256  
Shares issued to shareholders in
reinvestment of distributions
 

Class A

     86,846        $86,846               $—  

Class B

     13,834        13,834                

Class C

     30,644        30,644                

Class R1

     8,848        8,848                

Class R2

     39,453        39,425                

Class R3

     27,726        27,726                

Class R4

     2,602        2,601                

Class 529A

     8,300        8,300                

Class 529B

     212        212                

Class 529C

     4,316        4,316                
     222,781        $222,752               $—  
Shares reacquired            

Class A

     (67,169,924      $(67,169,924      (63,330,188      $(63,330,188

Class B

     (13,780,498      (13,780,501      (15,744,830      (15,744,833

Class C

     (36,431,544      (36,431,544      (39,626,535      (39,626,535

Class R1

     (6,250,419      (6,250,419      (4,822,357      (4,822,357

Class R2

     (16,707,622      (16,707,622      (17,757,982      (17,757,982

Class R3

     (16,590,937      (16,590,937      (22,261,502      (22,261,502

Class R4

     (349,153      (349,153      (209,426      (209,426

Class 529A

     (6,577,379      (6,577,379      (5,591,127      (5,591,127

Class 529B

     (192,320      (192,320      (353,733      (353,733

Class 529C

     (3,840,984      (3,840,984      (3,616,248      (3,616,248
     (167,890,780      $(167,890,783      (173,313,928      $(173,313,931

 

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Notes to Financial Statements – continued

 

     Year ended
8/31/17
     Year ended
8/31/16
 
     Shares      Amount      Shares      Amount  
Net change            

Class A

     (14,882,010      $(14,882,008      (1,345,846      $(1,345,842

Class B

     (756,487      (756,491      (735,484      (735,487

Class C

     (10,294,991      (10,294,993      6,231,280        6,231,279  

Class R1

     (2,333,752      (2,333,752      206,609        206,609  

Class R2

     (3,351,316      (3,351,317      (1,522,116      (1,522,116

Class R3

     (2,452,416      (2,452,416      (7,227,114      (7,227,114

Class R4

     172,655        172,656        43,954        43,953  

Class 529A

     368,716        368,716        1,458,587        1,458,588  

Class 529B

     (7,831      (7,831      (84,246      (84,246

Class 529C

     229,212        229,212        862,702        862,701  
     (33,308,220      $(33,308,224      (2,111,674      $(2,111,675

(5) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2017, the fund’s commitment fee and interest expense were $2,248 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and the Shareholders of MFS U.S. Government Cash Reserve Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS U.S. Government Cash Reserve Fund (one of the series of MFS Series Trust I) (the “Fund”) as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS U.S. Government Cash Reserve Fund as of August 31, 2017, 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.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 17, 2017

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

At a special meeting of shareholders of MFS Series Trust I, which was held on March 23, 2017, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Dollars  

Nominee

   For     

Withheld Authority

 
Steven E. Buller      40,448,016,134.453        372,137,248.376  
John A. Caroselli      40,455,058,441.389        365,094,941.560  
Maureen R. Goldfarb      40,458,621,672.449        361,531,746.940  
David H. Gunning      40,369,558,961.219        450,594,312.051  
Michael Hegarty      40,379,783,468.714        440,369,950.676  
John P. Kavanaugh      40,453,732,784.104        366,420,708.405  
Robert J. Manning      40,424,010,964.586        396,142,308.684  
Clarence Otis, Jr.      40,441,919,324.712        378,234,043.007  
Maryanne L. Roepke      40,471,040,575.143        349,112,917.026  
Robin A. Stelmach      40,459,908,730.475        360,244,615.574  
Laurie J. Thomsen      40,426,270,790.416        393,882,628.973  

 

29


Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2017, 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 53)
  Trustee   February 2004   136   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 56)

  Trustee   January 2014   136   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 75)
  Trustee and Chair of Trustees   January 2004   136   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman (until 2013)

 

30


Table of Contents

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)

Steven E. Buller

(age 66)

  Trustee   February 2014   136   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

John A. Caroselli

(age 63)

  Trustee   March 2017   136   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 62)

  Trustee   January 2009   136   Private investor   N/A
Michael Hegarty
(age 72)
  Trustee   December 2004   136   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 62)

  Trustee and Vice Chair of Trustees   January 2009   136   Private investor   N/A

Clarence Otis, Jr.

(age 61)

  Trustee   March 2017   136   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

 

31


Table of Contents

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)

Maryanne L. Roepke

(age 61)

  Trustee   May 2014   136   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 60)
  Trustee   March 2005   136   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

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 43)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 49)

  Assistant Treasurer   January 2012   136  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 50)

  Assistant Treasurer   April 2017   136   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 58)

  Assistant Secretary and Assistant Clerk   September 2012   136   Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

 

32


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which
the Person
is an Officer

 

Principal
Occupations During

the Past Five Years

Ethan D. Corey (k)
(age 53)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k)
(age 49)
  President   July 2005   136   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 50)

  Secretary and Clerk   April 2017   136   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 44)

  Assistant Secretary and Assistant Clerk   June 2006   136   Massachusetts Financial Services Company, Vice President and Senior Counsel
Susan A. Pereira (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 46)

  Assistant Treasurer   September 2012   136   Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)

Matthew A. Stowe (k)

(age 42)

  Assistant Secretary and Assistant Clerk   October 2014   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino
(age 73)
  Independent Senior Officer   June 2004   136   Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k)
(age 47)
  Assistant Secretary and Assistant Clerk   October 2007   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

 

33


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which
the Person
is an Officer

 

Principal
Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 50)

  Chief Compliance Officer   July 2015   136   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost (k)
(age 57)
  Treasurer   September 1990   136   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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee 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. 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, Kavanaugh 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.

 

34


Table of Contents

Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
 

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)  
Edward O’Dette  

 

35


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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 over the course of three months beginning in May and ending in July, 2017 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper 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 (the “Broadridge expense group”), (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) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory,

 

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Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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 performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2016, 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 three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for the one-year period and the 4th quintile for the five-year period ended December 31, 2016 relative to the Lipper 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 the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. In addition, the Trustees noted the market conditions affecting all money market funds, in particular the low interest rate environment, and MFS’ voluntary waiver of all or a portion of its fees to ensure that the Fund avoids a negative yield. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that MFS Fund Distributors, Inc. (“MFD”), an affiliate of MFS, currently observes a Class A 12b-1 fee waiver, which may not be

 

37


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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 not subject to any breakpoints. Taking into account that the Fund’s effective advisory fee rate was approximately at the Broadridge expense group median described above, the Trustees determined not to recommend any advisory fee breakpoints for the Fund at this time. 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 group fee waiver was sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

38


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

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

The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

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, 2017.

 

39


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), 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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

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 on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

40


Table of Contents

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 2017 income tax forms in January 2018.

 

41


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

42


Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

43


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2017

 

LOGO

 

MFS® VALUE FUND

 

LOGO

 

EIF-ANN

 


Table of Contents

MFS® VALUE FUND

 

CONTENTS

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Management review     3  
Performance summary     6  
Expense table     9  
Portfolio of investments     11  
Statement of assets and liabilities     16  
Statement of operations     18  
Statements of changes in net assets     19  
Financial highlights     20  
Notes to financial statements     27  
Report of independent registered public accounting firm     40  
Results of shareholder meeting     41  
Trustees and officers     42  
Board review of investment advisory agreement     48  
Proxy voting policies and information     52  
Quarterly portfolio disclosure     52  
Further information     52  
Information about fund contracts and legal claims     53  
Federal tax information     53  
MFS® privacy notice     54  
Contact information    back cover  

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Despite policy uncertainty accompanying a new presidential administration in the United States and unease over ongoing Brexit negotiations, most markets have proved

resilient. U.S. share prices have reached new highs in recent months although the U.S. Federal Reserve has continued to gradually hike interest rates. However, rates in most developed markets remain very low, with major non-U.S. central banks just beginning to contemplate curbing accommodative monetary policies.

Globally, we’ve experienced a year-long synchronized upturn in economic growth. Despite better growth, there are few immediate signs of worrisome inflation amid muted wage gains around the world. Europe has benefited from diminishing event risks as populist challengers fell short of upsetting establishment

candidates in both the Dutch and French elections. Emerging market economies have been boosted in part by a weaker U.S. dollar and are recovering despite lingering concerns over the potential for restrictive U.S. trade policies that could hamper global trade growth. Looking ahead, markets will have to contend with issues involving geopolitical hot spots on the Korean peninsula and in the Middle East.

At MFS®, we believe time is an asset. A patient, long-term approach to investing can have a powerful impact on decision making and outcomes. Time arbitrage, as we call it, comes down to having the conviction and discipline to allow enough time for good investment ideas to play out. In our view, such an approach, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

October 17, 2017

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

 

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Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
JPMorgan Chase & Co.     4.6%  
Philip Morris International, Inc.     3.7%  
Johnson & Johnson     3.6%  
Wells Fargo & Co.     3.0%  
Accenture PLC, “A”     2.8%  
Medtronic PLC     2.4%  
Goldman Sachs Group, Inc.     2.4%  
Citigroup, Inc.     2.3%  
U.S. Bancorp     2.2%  
Pfizer, Inc.     2.2%  
Equity sectors  
Financial Services     29.7%  
Health Care     15.7%  
Consumer Staples     10.8%  
Industrial Goods & Services     9.7%  
Special Products & Services     5.8%  
Basic Materials     5.1%  
Leisure     5.0%  
Energy     5.0%  
Utilities & Communications     2.7%  
Autos & Housing     2.7%  
Transportation     2.4%  
Retailing     2.2%  
Technology     1.8%  
 

 

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

Percentages are based on net assets as of August 31, 2017.

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

 

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Table of Contents

MANAGEMENT REVIEW

Summary of results

For the twelve months ended August 31, 2017, Class A shares of the MFS Value Fund (“fund”) provided a total return of 12.24%, at net asset value. This compares with a return of 11.58% for the fund’s benchmark, the Russell 1000® Value Index.

Market Environment

For the first time in many years, the global economy is experiencing a period of synchronized economic growth. The rebound in emerging markets (“EM”) economies has been more pronounced (despite the deceleration in Chinese growth at the end of the period), helped by larger economies such as Brazil and Russia emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US after the presidential elections in November in anticipation of lower taxes, a lighter regulatory burden and increased infrastructure spending, boosting US equities and corporate bond performance. Though hopes have largely faded for pro-growth US policies, market confidence persists. Globally, markets benefited from a reflation trade during the first half of the period as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. While this bump in global inflation faded in the second half of the period as commodity prices, particularly oil, leveled off or declined, global growth remained relatively resilient. As a result, there have been more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points during the second half of the period, bringing the total number of quarter-percent hikes in the federal funds rate to four since December 2015. The European Central Bank appears set to announce tapering of quantitative easing in the fall of 2017. The Bank of England may also begin reducing monetary accommodation. Markets have been comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections. European growth has reflected the calmer political economic backdrop.

In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. Demand for autos reached near-record territory in the first half of the period before tapering off at the end of the period, while the housing market continued its recovery amid relatively low mortgage rates and tight inventories. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, the US election resulted in a sell-off in EM assets due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action has so far been lacking on economic issues involving EM. As a result, emerging markets resumed their upward trajectory, powered by strong inflows throughout the first half of 2017.

 

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Management Review – continued

 

Contributors to Performance

An underweight position in the energy sector contributed to performance relative to the Russell 1000® Value Index. Within this sector, an underweight position in oil and gas company Exxon Mobil bolstered relative returns. The energy sector was the worst performing sector over the last year. As commodity prices languished, shares of most energy companies, including Exxon Mobil, significantly underperformed the market.

Security selection in the financial services sector further benefited relative results. The fund’s overweight positions in global financial services firm JPMorgan Chase and investment services company Goldman Sachs Group, and holding shares of consulting firm AON (b), aided relative results. Shares of many US banks significantly outperformed the market following the US Presidential Election as it appeared that investors anticipated a more favorable environment with reduced regulation and higher interest rates going forward.

Security selection in both the industrial goods & services and autos & housing sectors also contributed to relative results. Within the industrial goods & services sector, not holding diversified industrial conglomerate General Electric, and the fund’s position in security solutions firm Northrop Grumman (b), supported relative performance. Shares of General Electric depreciated following what appeared to have been investor concerns regarding the company’s weaker-than-expected cash flow generation during the period. The unexpected resignation of its CEO in June further pressured its share price. Within the autos & housing sector, the fund’s position in vehicle components manufacturer Delphi Automotive (b) benefited relative performance.

Stocks in other sectors that aided relative results included not holding telecommunication services provider AT&T or next-generation mobile technologies provider QUALCOMM, and an overweight position in tobacco company Philip Morris International.

Detractors from Performance

Security selection in the retailing sector was a primary detractor from relative performance, led by the fund’s overweight position in drugstore CVS Health Corp.

Elsewhere, not holding financial services firm Bank of America, multinational conglomerate holding company Berkshire Hathaway and rail-based transportation company CSX hindered relative results. Shares of Bank of America reacted positively during the period to strong results in fee income revenue, a lower-than-anticipated loan loss provision, solid expense management, better-than-expected credit trends and increased future earnings guidance. The fund’s overweight positions in global food company General Mills, diversified technology and multi-industrial company Johnson Controls, global supplier of paints, coatings, specialty materials, and fiberglass PPG Industries, medical device maker Medtronic and beauty product manufacturer Coty weighed on relative returns. Shares of General Mills came under pressure after the

 

4


Table of Contents

Management Review – continued

 

company lowered both its 2017 and 2018 earnings guidance during the period. Additionally, the fund’s holding of marketing and corporate communications services firm Omnicom Group (b) further held back relative performance.

Respectfully,

 

Portfolio Manager(s)
Nevin Chitkara and Steve Gorham

 

(b)

Security is not a benchmark constituent.

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

 

5


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/17

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

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

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

6


Table of Contents

Performance Summary – continued

 

Total Returns through 8/31/17

Average annual without sales charge

 

     Share Class    Class Inception Date   1-yr   5-yr   10-yr     
    A    1/02/96   12.24%   13.73%   6.94%    
    B    11/04/97   11.40%   12.88%   6.15%    
    C    11/05/97   11.43%   12.88%   6.15%    
    I    1/02/97   12.54%   14.01%   7.22%    
    R1    4/01/05   11.40%   12.88%   6.15%    
    R2    10/31/03   11.95%   13.45%   6.68%    
    R3    4/01/05   12.23%   13.73%   6.94%    
    R4    4/01/05   12.52%   14.01%   7.21%    
    R6    5/01/06   12.66%   14.13%   7.24%    
    529A    7/31/02   12.21%   13.73%   6.88%    
    529B    7/31/02   11.78%   13.01%   6.16%    
    529C    7/31/02   11.35%   12.83%   6.07%    
Comparative benchmark(s)                
     Russell 1000® Value Index (f)   11.58%   13.25%   5.96%     
    Average annual with sales charge            
    A
With Initial Sales Charge (5.75%)
  5.79%   12.39%   6.31%    
    B
With CDSC (Declining over six years from 4% to 0%) (v)
  7.40%   12.63%   6.15%    
    C
With CDSC (1% for 12 months) (v)
  10.43%   12.88%   6.15%    
    529A
With initial Sales Charge (5.75%)
  5.76%   12.39%   6.25%    
    529B
With CDSC (Declining over six years from 4% to 0%) (v)
  7.78%   12.76%   6.16%    
    529C
With CDSC (1% for 12 months) (v)
  10.35%   12.83%   6.07%    

CDSC – Contingent Deferred Sales Charge.

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

On May 30, 2012, Class W shares were redesignated Class R5 shares. Total returns for Class R5 shares prior to May 30, 2012 reflect the performance history of Class W shares which had different fees and expenses than Class R5 shares. Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.

(f) Source: FactSet Research Systems Inc.
(v) Assuming redemption at the end of the applicable period.

 

7


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Performance Summary – continued

 

Benchmark Definition(s)

Russell 1000® Value Index – constructed to provide a comprehensive barometer for the value securities in the large-cap segment of the U.S. equity universe. Companies in this index generally have lower price-to-book ratios and lower forecasted growth values. The Russell 1000® Value Index is a trademark/service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.

It is not possible to invest directly in an index.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

Average annual total return represents the average annual change in value for each share class for the periods presented.

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

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

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

 

8


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2017 through August 31, 2017

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2017 through August 31, 2017.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

9


Table of Contents

Expense Table – continued

 

 

Share
Class
       Annualized
Expense
Ratio
  Beginning
Account Value
3/01/17
 

Ending

Account Value
8/31/17

 

Expenses

Paid During
Period (p)

3/01/17-8/31/17

 
A   Actual   0.84%   $1,000.00   $1,034.80     $4.31  
  Hypothetical (h)   0.84%   $1,000.00   $1,020.97     $4.28  
B   Actual   1.59%   $1,000.00   $1,030.70     $8.14  
  Hypothetical (h)   1.59%   $1,000.00   $1,017.19     $8.08  
C   Actual   1.59%   $1,000.00   $1,030.87     $8.14  
  Hypothetical (h)   1.59%   $1,000.00   $1,017.19     $8.08  
I   Actual   0.59%   $1,000.00   $1,036.06     $3.03  
  Hypothetical (h)   0.59%   $1,000.00   $1,022.23     $3.01  
R1   Actual   1.59%   $1,000.00   $1,030.98     $8.14  
  Hypothetical (h)   1.59%   $1,000.00   $1,017.19     $8.08  
R2   Actual   1.09%   $1,000.00   $1,033.38     $5.59  
  Hypothetical (h)   1.09%   $1,000.00   $1,019.71     $5.55  
R3   Actual   0.84%   $1,000.00   $1,034.64     $4.31  
  Hypothetical (h)   0.84%   $1,000.00   $1,020.97     $4.28  
R4   Actual   0.59%   $1,000.00   $1,035.96     $3.03  
  Hypothetical (h)   0.59%   $1,000.00   $1,022.23     $3.01  
R6   Actual   0.49%   $1,000.00   $1,036.73     $2.52  
  Hypothetical (h)   0.49%   $1,000.00   $1,022.74     $2.50  
529A   Actual   0.86%   $1,000.00   $1,034.47     $4.41  
  Hypothetical (h)   0.86%   $1,000.00   $1,020.87     $4.38  
529B   Actual   1.63%   $1,000.00   $1,030.44     $8.34  
  Hypothetical (h)   1.63%   $1,000.00   $1,016.99     $8.29  
529C   Actual   1.63%   $1,000.00   $1,030.79     $8.34  
  Hypothetical (h)   1.63%   $1,000.00   $1,016.99     $8.29  

 

(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 184/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class 529A, Class 529B, and Class 529C shares, this rebate reduced the expense ratios above by 0.04%, 0.01%, and 0.01%, respectively. See Note 3 in the Notes to Financial Statements for additional information.

 

10


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/17

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

 

Common Stocks - 98.6%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 5.2%                 
Honeywell International, Inc.      5,973,718     $ 825,985,988  
Lockheed Martin Corp.      1,209,915       369,495,942  
Northrop Grumman Corp.      2,213,286       602,478,582  
United Technologies Corp.      4,292,942       513,951,016  
    

 

 

 
             $ 2,311,911,528  
Alcoholic Beverages - 1.2%                 
Diageo PLC      15,705,494     $ 526,403,699  
Apparel Manufacturers - 0.5%                 
Hanesbrands, Inc.      8,361,357     $ 202,846,521  
Automotive - 1.3%                 
Delphi Automotive PLC      5,301,755     $ 511,089,182  
Harley-Davidson, Inc.      1,487,573       69,930,807  
    

 

 

 
             $ 581,019,989  
Broadcasting - 1.8%                 
Interpublic Group of Companies, Inc.      10,957,831     $ 220,690,717  
Omnicom Group, Inc.      7,507,398       543,385,467  
Walt Disney Co.      322,786       32,665,943  
    

 

 

 
             $ 796,742,127  
Brokerage & Asset Managers - 2.8%                 
BlackRock, Inc.      1,030,885     $ 431,951,124  
Franklin Resources, Inc.      4,033,042       174,348,406  
NASDAQ, Inc.      5,887,919       443,831,334  
T. Rowe Price Group, Inc.      2,142,622       180,751,592  
    

 

 

 
             $ 1,230,882,456  
Business Services - 5.8%                 
Accenture PLC, “A”      9,398,839     $ 1,228,992,188  
Amdocs Ltd.      1,719,480       111,405,109  
Cognizant Technology Solutions Corp., “A”      2,726,945       192,985,898  
DXC Technology Co.      1,615,309       137,301,265  
Equifax, Inc.      1,453,998       207,151,095  
Fidelity National Information Services, Inc.      5,036,468       467,988,606  
Fiserv, Inc. (a)      1,720,176       212,802,973  
    

 

 

 
             $ 2,558,627,134  

 

11


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Cable TV - 1.4%                 
Comcast Corp., “A”      15,310,380     $ 621,754,532  
Chemicals - 4.6%                 
3M Co.      4,361,983     $ 891,240,367  
E.I. du Pont de Nemours & Co.      2,115,824       177,581,108  
Monsanto Co.      1,460,603       171,182,672  
PPG Industries, Inc.      7,796,745       813,356,438  
    

 

 

 
             $ 2,053,360,585  
Computer Software - Systems - 0.6%                 
International Business Machines Corp.      1,703,241     $ 243,614,560  
Construction - 1.4%                 
Sherwin-Williams Co.      1,010,251     $ 342,747,857  
Stanley Black & Decker, Inc.      1,798,705       259,013,520  
    

 

 

 
             $ 601,761,377  
Consumer Products - 1.0%                 
Coty, Inc., “A”      9,507,255     $ 157,630,288  
Newell Brands, Inc.      1,511,799       72,989,656  
Procter & Gamble Co.      2,502,247       230,882,330  
    

 

 

 
             $ 461,502,274  
Containers - 0.5%                 
Crown Holdings, Inc. (a)      3,665,917     $ 216,399,080  
Electrical Equipment - 2.1%                 
HD Supply Holdings, Inc. (a)      1,698,354     $ 56,555,188  
Johnson Controls International PLC      22,492,440       890,475,700  
    

 

 

 
             $ 947,030,888  
Electronics - 1.2%                 
Texas Instruments, Inc.      6,538,546     $ 541,522,380  
Energy - Independent - 1.6%                 
EOG Resources, Inc.      4,729,334     $ 401,946,096  
Occidental Petroleum Corp.      4,983,797       297,532,681  
    

 

 

 
             $ 699,478,777  
Energy - Integrated - 1.7%                 
Chevron Corp.      3,402,758     $ 366,204,816  
Exxon Mobil Corp.      4,869,440       371,684,355  
    

 

 

 
             $ 737,889,171  

 

12


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Entertainment - 0.9%                 
Time Warner, Inc.      3,744,486     $ 378,567,535  
Food & Beverages - 4.5%                 
Archer Daniels Midland Co.      3,721,582     $ 153,775,768  
Danone S.A.      2,726,092       214,675,145  
General Mills, Inc.      8,418,713       448,380,654  
J.M. Smucker Co.      1,516,717       158,891,273  
Nestle S.A.      8,957,096       759,851,671  
PepsiCo, Inc.      2,266,905       262,348,916  
    

 

 

 
             $ 1,997,923,427  
Food & Drug Stores - 1.5%                 
CVS Health Corp.      8,754,661     $ 677,085,482  
Health Maintenance Organizations - 0.8%                 
Cigna Corp.      1,545,635     $ 281,398,308  
UnitedHealth Group, Inc.      373,414       74,272,045  
    

 

 

 
             $ 355,670,353  
Insurance - 7.6%                 
Aon PLC      6,002,683     $ 835,333,366  
Chubb Ltd.      6,194,045       875,961,844  
MetLife, Inc.      11,386,946       533,250,681  
Prudential Financial, Inc.      2,546,430       259,939,575  
Travelers Cos., Inc.      6,889,600       834,881,728  
    

 

 

 
             $ 3,339,367,194  
Machinery & Tools - 2.3%                 
Eaton Corp. PLC      5,820,764     $ 417,698,025  
Illinois Tool Works, Inc.      2,682,440       368,862,324  
Ingersoll-Rand Co. Ltd., “A”      2,950,683       251,958,821  
    

 

 

 
             $ 1,038,519,170  
Major Banks - 13.4%                 
Bank of New York Mellon Corp.      9,688,566     $ 506,518,230  
Goldman Sachs Group, Inc.      4,703,435       1,052,346,547  
JPMorgan Chase & Co.      22,335,181       2,030,044,601  
PNC Financial Services Group, Inc.      4,903,339       614,927,744  
State Street Corp.      4,339,727       401,381,350  
Wells Fargo & Co.      26,103,096       1,333,085,113  
    

 

 

 
             $ 5,938,303,585  

 

13


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Medical & Health Technology & Services - 1.1%                 
Express Scripts Holding Co. (a)      3,250,050     $ 204,168,141  
McKesson Corp.      1,934,337       288,815,857  
    

 

 

 
             $ 492,983,998  
Medical Equipment - 6.6%                 
Abbott Laboratories      14,669,078     $ 747,242,833  
Danaher Corp.      6,263,115       522,469,053  
Medtronic PLC      13,163,777       1,061,263,702  
Thermo Fisher Scientific, Inc.      3,150,640       589,610,770  
    

 

 

 
             $ 2,920,586,358  
Oil Services - 1.7%                 
Schlumberger Ltd.      11,873,596     $ 754,092,082  
Other Banks & Diversified Financials - 5.5%                 
American Express Co.      5,165,567     $ 444,755,319  
Citigroup, Inc.      15,016,984       1,021,605,421  
U.S. Bancorp      18,849,759       966,050,149  
    

 

 

 
             $ 2,432,410,889  
Pharmaceuticals - 7.2%                 
Johnson & Johnson      12,173,806     $ 1,611,446,700  
Merck & Co., Inc.      6,623,654       422,986,545  
Novartis AG      1,287,269       108,598,010  
Pfizer, Inc.      28,220,491       957,239,055  
Roche Holding AG      369,342       93,784,636  
    

 

 

 
             $ 3,194,054,946  
Printing & Publishing - 1.0%                 
Moody’s Corp.      2,498,348     $ 334,853,583  
S&P Global, Inc.      618,113       95,393,379  
    

 

 

 
             $ 430,246,962  
Railroad & Shipping - 1.3%                 
Canadian National Railway Co.      3,226,388     $ 261,305,164  
Union Pacific Corp.      2,962,140       311,913,342  
    

 

 

 
             $ 573,218,506  
Real Estate - 0.4%                 
Public Storage, Inc., REIT      833,967     $ 171,246,784  
Specialty Stores - 0.2%                 
Advance Auto Parts, Inc.      808,391     $ 79,141,479  

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Telephone Services - 0.8%                 
Verizon Communications, Inc.      7,270,804     $ 348,780,468  
Tobacco - 4.1%                 
Altria Group, Inc.      2,971,679     $ 188,404,449  
Philip Morris International, Inc.      13,862,841       1,620,981,998  
    

 

 

 
             $ 1,809,386,447  
Trucking - 1.1%                 
United Parcel Service, Inc., “B”      4,249,785     $ 486,005,412  
Utilities - Electric Power - 1.9%                 
Duke Energy Corp.      7,318,955     $ 638,944,771  
Xcel Energy, Inc.      4,004,336       198,214,632  
    

 

 

 
             $ 837,159,403  
Total Common Stocks
(Identified Cost, $28,126,961,105)
           $ 43,587,497,558  
Investment Companies (h) - 2.0%                 
Money Market Funds - 2.0%                 
MFS Institutional Money Market Portfolio, 1.11% (v)
(Identified Cost, $908,248,308)
     908,270,888     $ 908,270,888  
Other Assets, Less Liabilities - (0.6)%              (281,072,216
Net Assets - 100.0%            $ 44,214,696,230  

 

(a) Non-income producing security.
(h) 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $908,270,888 and $43,587,497,558, respectively.
(v) Underlying affiliated fund that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

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

 

PLC   Public Limited Company
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

15


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/17

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, $28,126,961,105)

     $43,587,497,558  

Investments in affiliated issuers, at value (identified cost, $908,248,308)

     908,270,888  

Cash

     3,884  

Foreign currency, at value (identified cost, $45)

     50  

Receivables for

  

Investments sold

     96,792,274  

Fund shares sold

     96,359,653  

Dividends

     117,715,059  

Other assets

     36,433  

Total assets

     $44,806,675,799  
Liabilities         

Payables for

  

Investments purchased

     $509,190,087  

Fund shares reacquired

     71,358,110  

Payable to affiliates

  

Investment adviser

     1,108,151  

Shareholder servicing costs

     8,792,347  

Distribution and service fees

     206,443  

Program manager fee

     80  

Payable for independent Trustees’ compensation

     1,872  

Accrued expenses and other liabilities

     1,322,479  

Total liabilities

     $591,979,569  

Net assets

     $44,214,696,230  
Net assets consist of         

Paid-in capital

     $27,836,693,401  

Unrealized appreciation (depreciation)

     15,460,782,029  

Accumulated net realized gain (loss)

     783,521,349  

Undistributed net investment income

     133,699,451  

Net assets

     $44,214,696,230  

Shares of beneficial interest outstanding

     1,131,708,823  

 

16


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $6,344,964,872        162,699,440        $39.00  

Class B

     137,360,957        3,543,563        38.76  

Class C

     1,389,685,125        36,081,147        38.52  

Class I

     19,624,016,269        500,397,357        39.22  

Class R1

     26,662,958        697,134        38.25  

Class R2

     614,043,995        15,907,634        38.60  

Class R3

     2,030,023,444        52,247,366        38.85  

Class R4

     3,060,883,150        78,474,599        39.00  

Class R6

     10,957,733,671        280,899,972        39.01  

Class 529A

     22,490,218        581,254        38.69  

Class 529B

     908,012        23,749        38.23  

Class 529C

     5,923,559        155,608        38.07  

 

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Classes A and 529A, for which the maximum offering prices per share were $41.38 [100 / 94.25 x $39.00] and $41.05 [100 / 94.25 x $38.69], respectively. On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R6, and 529A.

See Notes to Financial Statements

 

17


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/17

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

     $946,677,798  

Non-cash dividends

     127,776,059  

Dividends from affiliated issuers

     3,203,286  

Income on securities loaned

     1,466,268  

Other

     12,755  

Foreign taxes withheld

     (5,302,304

Total investment income

     $1,073,833,862  

Expenses

  

Management fee

     $202,696,656  

Distribution and service fees

     43,842,268  

Shareholder servicing costs

     38,226,658  

Program manager fees

     27,513  

Administrative services fee

     640,808  

Independent Trustees’ compensation

     244,707  

Custodian fee

     590,558  

Reimbursement of custodian expenses

     (93,469

Shareholder communications

     2,908,927  

Audit and tax fees

     71,239  

Legal fees

     463,472  

Miscellaneous

     1,914,159  

Total expenses

     $291,533,496  

Reduction of expenses by investment adviser and distributor

     (8,881,552

Net expenses

     $282,651,944  

Net investment income (loss)

     $791,181,918  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $1,357,513,093  

Affiliated issuers

     (41,834

Foreign currency

     (138,118

Net realized gain (loss)

     $1,357,333,141  

Change in unrealized appreciation (depreciation)

  

Unaffiliated issuers

     $2,726,768,930  

Affiliated issuers

     22,580  

Translation of assets and liabilities in foreign currencies

     364,273  

Net unrealized gain (loss)

     $2,727,155,783  

Net realized and unrealized gain (loss)

     $4,084,488,924  

Change in net assets from operations

     $4,875,670,842  

See Notes to Financial Statements

 

18


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  
    8/31/17      8/31/16  
Change in net assets             
From operations                 

Net investment income (loss)

    $791,181,918        $619,545,994  

Net realized gain (loss)

    1,357,333,141        862,550,534  

Net unrealized gain (loss)

    2,727,155,783        3,214,917,617  

Change in net assets from operations

    $4,875,670,842        $4,697,014,145  
Distributions declared to shareholders                 

From net investment income

    $(767,688,873      $(631,287,372

From net realized gain on investments

    (686,739,618      (1,243,632,740

Total distributions declared to shareholders

    $(1,454,428,491      $(1,874,920,112

Change in net assets from fund share transactions

    $955,436,745        $3,382,783,869  

Total change in net assets

    $4,376,679,096        $6,204,877,902  
Net assets                 

At beginning of period

    39,838,017,134        33,633,139,232  

At end of period (including undistributed net investment income of $133,699,451 and $110,344,524, respectively)

    $44,214,696,230        $39,838,017,134  

See Notes to Financial Statements

 

19


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  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $35.93       $33.38       $34.70       $29.81       $24.90  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.66 (c)      $0.54       $0.63       $0.69       $0.50  

Net realized and unrealized gain (loss)

    3.65       3.81       (0.36     5.41       5.08  

Total from investment operations

    $4.31       $4.35       $0.27       $6.10       $5.58  
Less distributions declared to shareholders  

From net investment income

    $(0.62     $(0.56     $(0.67     $(0.63     $(0.48

From net realized gain

    (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

    $(1.24     $(1.80     $(1.59     $(1.21     $(0.67

Net asset value, end of period (x)

    $39.00       $35.93       $33.38       $34.70       $29.81  

Total return (%) (r)(s)(t)(x)

    12.24 (c)      13.55       0.68       20.78       22.75  
Ratios (%) (to average net assets)
and Supplemental data:
                 

Expenses before expense reductions (f)

    0.86 (c)      0.90       0.90       0.90       0.93  

Expenses after expense reductions (f)

    0.84 (c)      0.86       0.86       0.88       0.92  

Net investment income (loss)

    1.77 (c)      1.60       1.80       2.10       1.80  

Portfolio turnover

    14       12       12       13       12  

Net assets at end of period (000 omitted)

    $6,344,965       $9,033,842       $8,478,761       $9,448,535       $8,058,858  

See Notes to Financial Statements

 

20


Table of Contents

Financial Highlights – continued

 

Class B   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $35.72       $33.19       $34.50       $29.64       $24.76  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.37 (c)      $0.28       $0.37       $0.44       $0.29  

Net realized and unrealized gain (loss)

    3.64       3.79       (0.35     5.38       5.05  

Total from investment operations

    $4.01       $4.07       $0.02       $5.82       $5.34  
Less distributions declared to shareholders                          

From net investment income

    $(0.35     $(0.30     $(0.41     $(0.38     $(0.27

From net realized gain

    (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

    $(0.97     $(1.54     $(1.33     $(0.96     $(0.46

Net asset value, end of period (x)

    $38.76       $35.72       $33.19       $34.50       $29.64  

Total return (%) (r)(s)(t)(x)

    11.40 (c)      12.68       (0.06     19.89       21.82  
Ratios (%) (to average net assets)
and Supplemental data:
         

Expenses before expense reductions (f)

    1.61 (c)      1.65       1.65       1.65       1.68  

Expenses after expense reductions (f)

    1.59 (c)      1.61       1.61       1.63       1.67  

Net investment income (loss)

    0.99 (c)      0.85       1.05       1.35       1.05  

Portfolio turnover

    14       12       12       13       12  

Net assets at end of period (000 omitted)

    $137,361       $154,742       $154,205       $179,284       $169,208  
Class C   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $35.50       $33.00       $34.33       $29.50       $24.65  
Income (loss) from investment operations  

Net investment income (loss) (d)

    $0.37 (c)      $0.28       $0.37       $0.44       $0.29  

Net realized and unrealized gain (loss)

    3.62       3.77       (0.36     5.36       5.03  

Total from investment operations

    $3.99       $4.05       $0.01       $5.80       $5.32  
Less distributions declared to shareholders                          

From net investment income

    $(0.35     $(0.31     $(0.42     $(0.39     $(0.28

From net realized gain

    (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

    $(0.97     $(1.55     $(1.34     $(0.97     $(0.47

Net asset value, end of period (x)

    $38.52       $35.50       $33.00       $34.33       $29.50  

Total return (%) (r)(s)(t)(x)

    11.43 (c)      12.69       (0.09     19.92       21.83  
Ratios (%) (to average net assets)
and Supplemental data:
         

Expenses before expense reductions (f)

    1.61 (c)      1.65       1.65       1.65       1.68  

Expenses after expense reductions (f)

    1.59 (c)      1.61       1.61       1.63       1.67  

Net investment income (loss)

    0.99 (c)      0.85       1.06       1.35       1.05  

Portfolio turnover

    14       12       12       13       12  

Net assets at end of period (000 omitted)

    $1,389,685       $1,538,605       $1,335,968       $1,359,860       $1,090,690  

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class I   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $36.13       $33.56       $34.88       $29.96       $25.02  
Income (loss) from investment operations                          

Net investment income (loss) (d)

    $0.74 (c)      $0.63       $0.72       $0.78       $0.57  

Net realized and unrealized gain (loss)

    3.70       3.82       (0.36     5.43       5.10  

Total from investment operations

    $4.44       $4.45       $0.36       $6.21       $5.67  
Less distributions declared to shareholders                          

From net investment income

    $(0.73     $(0.64     $(0.76     $(0.71     $(0.54

From net realized gain

    (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

    $(1.35     $(1.88     $(1.68     $(1.29     $(0.73

Net asset value, end of period (x)

    $39.22       $36.13       $33.56       $34.88       $29.96  

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

    12.54 (c)      13.83       0.93       21.07       23.06  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    0.61 (c)      0.65       0.65       0.65       0.68  

Expenses after expense reductions (f)

    0.59 (c)      0.61       0.61       0.63       0.67  

Net investment income (loss)

    1.98 (c)      1.84       2.06       2.35       2.05  

Portfolio turnover

    14       12       12       13       12  

Net assets at end of period (000 omitted)

    $19,624,016       $17,134,836       $13,888,395       $13,905,910       $10,568,573  
Class R1   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $35.27       $32.79       $34.11       $29.32       $24.50  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $0.36 (c)      $0.28       $0.36       $0.43       $0.29  

Net realized and unrealized gain (loss)

    3.60       3.74       (0.34     5.33       5.00  

Total from investment operations

    $3.96       $4.02       $0.02       $5.76       $5.29  
Less distributions declared to shareholders                          

From net investment income

    $(0.36     $(0.30     $(0.42     $(0.39     $(0.28

From net realized gain

    (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

    $(0.98     $(1.54     $(1.34     $(0.97     $(0.47

Net asset value, end of period (x)

    $38.25       $35.27       $32.79       $34.11       $29.32  

Total return (%) (r)(s)(t)(x)

    11.40 (c)      12.69       (0.07     19.88       21.83  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    1.61 (c)      1.65       1.65       1.65       1.68  

Expenses after expense reductions (f)

    1.59 (c)      1.61       1.61       1.63       1.67  

Net investment income (loss)

    0.99 (c)      0.85       1.06       1.33       1.06  

Portfolio turnover

    14       12       12       13       12  

Net assets at end of period (000 omitted)

    $26,663       $27,096       $27,860       $33,390       $33,485  

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class R2   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $35.59       $33.08       $34.40       $29.56       $24.69  
Income (loss) from investment operations                          

Net investment income (loss) (d)

    $0.55 (c)      $0.45       $0.54       $0.60       $0.43  

Net realized and unrealized gain (loss)

    3.62       3.78       (0.35     5.36       5.04  

Total from investment operations

    $4.17       $4.23       $0.19       $5.96       $5.47  
Less distributions declared to shareholders                          

From net investment income

    $(0.54     $(0.48     $(0.59     $(0.54     $(0.41

From net realized gain

    (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

    $(1.16     $(1.72     $(1.51     $(1.12     $(0.60

Net asset value, end of period (x)

    $38.60       $35.59       $33.08       $34.40       $29.56  

Total return (%) (r)(s)(t)(x)

    11.95 (c)      13.27       0.43       20.48       22.47  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    1.11 (c)      1.15       1.15       1.15       1.18  

Expenses after expense reductions (f)

    1.09 (c)      1.11       1.11       1.13       1.17  

Net investment income (loss)

    1.49 (c)      1.35       1.54       1.84       1.55  

Portfolio turnover

    14       12       12       13       12  

Net assets at end of period (000 omitted)

    $614,044       $567,665       $521,592       $607,340       $572,590  
Class R3   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $35.81       $33.28       $34.60       $29.73       $24.83  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

    $0.65 (c)      $0.54       $0.63       $0.69       $0.50  

Net realized and unrealized gain (loss)

    3.64       3.79       (0.35     5.39       5.07  

Total from investment operations

    $4.29       $4.33       $0.28       $6.08       $5.57  
Less distributions declared to shareholders                          

From net investment income

    $(0.63     $(0.56     $(0.68     $(0.63     $(0.48

From net realized gain

    (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

    $(1.25     $(1.80     $(1.60     $(1.21     $(0.67

Net asset value, end of period (x)

    $38.85       $35.81       $33.28       $34.60       $29.73  

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

    12.23 (c)      13.54       0.69       20.77       22.77  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    0.86 (c)      0.90       0.90       0.90       0.93  

Expenses after expense reductions (f)

    0.84 (c)      0.86       0.86       0.87       0.91  

Net investment income (loss)

    1.74 (c)      1.60       1.80       2.11       1.80  

Portfolio turnover

    14       12       12       13       12  

Net assets at end of period (000 omitted)

    $2,030,023       $1,903,910       $1,571,281       $1,559,863       $1,299,126  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R4   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $35.94       $33.40       $34.72       $29.82       $24.90  
Income (loss) from investment operations                          

Net investment income (loss) (d)

    $0.74 (c)      $0.62       $0.72       $0.77       $0.57  

Net realized and unrealized gain (loss)

    3.67       3.80       (0.36     5.42       5.08  

Total from investment operations

    $4.41       $4.42       $0.36       $6.19       $5.65  
Less distributions declared to shareholders                          

From net investment income

    $(0.73     $(0.64     $(0.76     $(0.71     $(0.54

From net realized gain

    (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

    $(1.35     $(1.88     $(1.68     $(1.29     $(0.73

Net asset value, end of period (x)

    $39.00       $35.94       $33.40       $34.72       $29.82  

Total return (%) (r)(s)(t)(x)

    12.52 (c)      13.80       0.93       21.11       23.09  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    0.61 (c)      0.65       0.65       0.65       0.68  

Expenses after expense reductions (f)

    0.59 (c)      0.61       0.61       0.63       0.67  

Net investment income (loss)

    1.99 (c)      1.85       2.05       2.34       2.07  

Portfolio turnover

    14       12       12       13       12  

Net assets at end of period (000 omitted)

    $3,060,883       $3,233,421       $2,787,041       $3,283,133       $2,892,340  
Class R6   Year ended  
    8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

    $35.94       $33.40       $34.72       $29.82       $24.90  
Income (loss) from investment operations                          

Net investment income (loss) (d)

    $0.76 (c)      $0.66       $0.76       $0.82       $0.60  

Net realized and unrealized gain (loss)

    3.69       3.80       (0.36     5.40       5.07  

Total from investment operations

    $4.45       $4.46       $0.40       $6.22       $5.67  
Less distributions declared to shareholders                          

From net investment income

    $(0.76     $(0.68     $(0.80     $(0.74     $(0.56

From net realized gain

    (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

    $(1.38     $(1.92     $(1.72     $(1.32     $(0.75

Net asset value, end of period (x)

    $39.01       $35.94       $33.40       $34.72       $29.82  

Total return (%) (r)(s)(t)(x)

    12.66 (c)      13.93       1.04       21.23       23.18  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

    0.51 (c)      0.54       0.54       0.55       0.57  

Expenses after expense reductions (f)

    0.49 (c)      0.50       0.50       0.53       0.56  

Net investment income (loss)

    2.04 (c)      1.95       2.17       2.48       2.12  

Portfolio turnover

    14       12       12       13       12  

Net assets at end of period (000 omitted)

    $10,957,734       $6,218,954       $4,846,172       $3,996       $2,632  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class 529A    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $35.67       $33.15       $34.48       $29.62       $24.74  
Income (loss) from investment operations                  

Net investment income (loss) (d)

     $0.63 (c)      $0.53       $0.63       $0.69       $0.49  

Net realized and unrealized gain (loss)

     3.64       3.79       (0.36     5.38       5.05  

Total from investment operations

     $4.27       $4.32       $0.27       $6.07       $5.54  
Less distributions declared to shareholders                          

From net investment income

     $(0.63     $(0.56     $(0.68     $(0.63     $(0.47

From net realized gain

     (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

     $(1.25     $(1.80     $(1.60     $(1.21     $(0.66

Net asset value, end of period (x)

     $38.69       $35.67       $33.15       $34.48       $29.62  

Total return (%) (r)(s)(t)(x)

     12.21 (c)      13.55       0.67       20.84       22.73  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     0.96 (c)      1.00       1.00       1.00       1.03  

Expenses after expense reductions (f)

     0.85 (c)      0.86       0.86       0.87       0.93  

Net investment income (loss)

     1.71 (c)      1.59       1.82       2.11       1.79  

Portfolio turnover

     14       12       12       13       12  

Net assets at end of period (000 omitted)

     $22,490       $18,625       $16,543       $14,547       $10,899  
Class 529B    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $35.27       $32.78       $34.08       $29.29       $24.48  
Income (loss) from investment operations                                  

Net investment income (loss) (d)

     $0.47 (c)      $0.29       $0.47       $0.42       $0.27  

Net realized and unrealized gain (loss)

     3.61       3.73       (0.34     5.32       4.99  

Total from investment operations

     $4.08       $4.02       $0.13       $5.74       $5.26  
Less distributions declared to shareholders                          

From net investment income

     $(0.50     $(0.29     $(0.51     $(0.37     $(0.26

From net realized gain

     (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

     $(1.12     $(1.53     $(1.43     $(0.95     $(0.45

Net asset value, end of period (x)

     $38.23       $35.27       $32.78       $34.08       $29.29  

Total return (%) (r)(s)(t)(x)

     11.78 (c)      12.70       0.27       19.85       21.74  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.34 (c)      1.68       1.37       1.75       1.78  

Expenses after expense reductions (f)

     1.26 (c)      1.58       1.27       1.67       1.71  

Net investment income (loss)

     1.28 (c)      0.87       1.38       1.30       1.00  

Portfolio turnover

     14       12       12       13       12  

Net assets at end of period (000 omitted)

     $908       $941       $888       $1,026       $1,013  

See Notes to Financial Statements

 

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Class 529C    Year ended  
     8/31/17     8/31/16     8/31/15     8/31/14     8/31/13  

Net asset value, beginning of period

     $35.11       $32.66       $34.00       $29.23       $24.43  
Income (loss) from investment operations          

Net investment income (loss) (d)

     $0.34 (c)      $0.26       $0.35       $0.41       $0.27  

Net realized and unrealized gain (loss)

     3.59       3.73       (0.36     5.32       4.99  

Total from investment operations

     $3.93       $3.99       $(0.01     $5.73       $5.26  
Less distributions declared to shareholders                          

From net investment income

     $(0.35     $(0.30     $(0.41     $(0.38     $(0.27

From net realized gain

     (0.62     (1.24     (0.92     (0.58     (0.19

Total distributions declared to
shareholders

     $(0.97     $(1.54     $(1.33     $(0.96     $(0.46

Net asset value, end of period (x)

     $38.07       $35.11       $32.66       $34.00       $29.23  

Total return (%) (r)(s)(t)(x)

     11.38 (c)      12.64       (0.14     19.85       21.80  
Ratios (%) (to average net assets)
and Supplemental data:
                                 

Expenses before expense reductions (f)

     1.71 (c)      1.75       1.75       1.75       1.78  

Expenses after expense reductions (f)

     1.63 (c)      1.65       1.66       1.67       1.72  

Net investment income (loss)

     0.93 (c)      0.80       1.03       1.28       1.00  

Portfolio turnover

     14       12       12       13       12  

Net assets at end of period (000 omitted)

     $5,924       $5,381       $4,434       $3,981       $3,387  

 

(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. See Note 2 in the Notes to Financial Statements for additional information.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.

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 does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be

 

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Notes to Financial Statements – continued

 

valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

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 halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis 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

 

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Notes to 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. The following is a summary of the levels used as of August 31, 2017 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities      $43,587,497,558        $—        $—        $43,587,497,558  
Mutual Funds      908,270,888                      908,270,888  
Total      $44,495,768,446        $—        $—        $44,495,768,446  

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

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

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On

 

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Notes to Financial Statements – continued

 

loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2017, there were no securities on loan or collateral outstanding.

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

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

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

Reimbursement of Expenses by Custodian – In December 2015, the fund’s custodian (or former custodian), State Street Bank and Trust Company, announced that it intended to reimburse its asset servicing clients for expense amounts that it billed in error during the period 1998 through 2015. The amount of this one-time reimbursement attributable to the fund is reflected as “Reimbursement of custodian expenses” in the Statement of Operations.

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

 

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Notes to Financial Statements – continued

 

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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

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

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

 

     Year ended
8/31/17
     Year ended
8/31/16
 
Ordinary income (including any short-term capital gains)      $767,688,873        $675,250,066  
Long-term capital gains      686,739,618        1,199,670,046  
Total distributions      $1,454,428,491        $1,874,920,112  

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

 

As of 8/31/17       
Cost of investments      $29,182,228,961  
Gross appreciation      15,709,464,601  
Gross depreciation      (395,925,116
Net unrealized appreciation (depreciation)      $15,313,539,485  
Undistributed ordinary income      238,199,458  
Undistributed long-term capital gain      826,042,751  
Other temporary differences      221,135  

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

 

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approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     From net investment
income
     From net realized gain on
investments
 
     Year
ended
8/31/17
     Year
ended
8/31/16
     Year
ended
8/31/17
     Year
ended
8/31/16
 
Class A      $131,982,827        $143,652,211        $145,815,548        $317,518,220  
Class B      1,409,681        1,365,556        2,559,725        5,620,466  
Class C      14,571,557        13,003,027        26,261,814        50,501,471  
Class I      375,506,835        279,002,684        303,900,025        516,393,410  
Class R1      260,861        242,154        444,176        980,245  
Class R2      8,856,685        7,506,322        10,120,565        19,304,965  
Class R3      33,433,839        27,575,912        32,531,493        60,955,804  
Class R4      62,561,506        55,632,088        55,201,840        102,703,354  
Class R6      138,688,255        102,970,243        109,454,646        168,819,722  
Class 529A      348,807        285,400        337,407        629,492  
Class 529B      12,287        8,069        15,161        32,356  
Class 529C      55,733        43,706        97,218        173,235  
Total      $767,688,873        $631,287,372        $686,739,618        $1,243,632,740  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. For the period September 1, 2016 to December 28, 2016, the management fee was computed daily and paid monthly at the following annual rates:

 

First $7.5 billion of average daily net assets      0.60
Next $2.5 billion of average daily net assets      0.53
Average daily net assets in excess of $10 billion      0.50

The investment adviser had agreed in writing to reduce its management fee to 0.45% of average daily net assets in excess of $20 billion up to $25 billion, 0.42% of average daily net assets in excess of $25 billion up to $30 billion, 0.40% of average daily net assets in excess of $30 billion up to $35 billion, 0.38% of average daily net assets in excess of $35 billion up to $40 billion, and 0.36% of average daily nets assets in excess of $40 billion. This written agreement terminated on December 28, 2016. For the period September 1, 2016 to December 28, 2016, this management fee reduction amounted to $5,603,205, which is included in the reduction of total expenses in the Statement of Operations.

 

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For the period December 29, 2016 through July 31, 2017, the management fee was computed daily and paid monthly at the following annual rates:

 

First $7.5 billion of average daily net assets      0.60%  
Next $2.5 billion of average daily net assets      0.53%  
Next $10 billion of average daily net assets      0.50%  
Next $5 billion of average daily net assets      0.45%  
Next $5 billion of average daily net assets      0.42%  
Next $5 billion of average daily net assets      0.40%  
Next $5 billion of average daily net assets      0.38%  
Average daily net assets in excess of $40 billion      0.36%  

Effective August 1, 2017, the management fee is computed daily and paid monthly at the following annual rates:

 

First $7.5 billion of average daily net assets      0.60%  
Next $2.5 billion of average daily net assets      0.53%  
Next $10 billion of average daily net assets      0.50%  
Next $5 billion of average daily net assets      0.45%  
Next $5 billion of average daily net assets      0.42%  
Next $5 billion of average daily net assets      0.40%  
Next $5 billion of average daily net assets      0.38%  
Next $5 billion of average daily net assets      0.36%  
Average daily net assets in excess of $45 billion      0.35%  

MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2017, this management fee reduction amounted to $3,167,032, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.46% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $1,905,694 and $14,658 for the year ended August 31, 2017, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.

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

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

 

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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%        $19,078,310  
Class B      0.75%        0.25%        1.00%        1.00%        1,468,100  
Class C      0.75%        0.25%        1.00%        1.00%        14,946,170  
Class R1      0.75%        0.25%        1.00%        1.00%        272,746  
Class R2      0.25%        0.25%        0.50%        0.50%        3,038,950  
Class R3             0.25%        0.25%        0.25%        4,922,108  
Class 529A             0.25%        0.25%        0.21%        51,973  
Class 529B      0.75%        0.25%        1.00%        0.62%        5,716  
Class 529C      0.75%        0.25%        1.00%        0.99%        58,195  
Total Distribution and Service Fees              $43,842,268  

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2017 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 MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2017, this rebate amounted to $84,260, $1,059, $2,761, $80, $1,453, $7,474, $74, and $397 for Class A, Class B, Class C, Class R2, Class R3, Class 529A, Class 529B, and Class 529C, respectively, and is included in the reduction of total expenses in the Statement of Operations. For the period September 1, 2016 through February 28, 2017, the 0.75% distribution fee was not imposed for Class 529B shares.

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 C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2017, were as follows:

 

     Amount  
Class A      $72,624  
Class B      211,592  
Class C      161,541  
Class 529B       
Class 529C      83  

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets

 

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for each 529 share class. This waiver agreement will expire on December 31, 2018, unless MFD elects to extend the waiver. For the year ended August 31, 2017, this waiver amounted to $13,757 and is included in the reduction of total expenses in the Statement of Operations. The program manager fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the year ended August 31, 2017, were as follows:

 

     Fee      Waiver  
Class 529A      $20,789        $10,395  
Class 529B      904        452  
Class 529C      5,820        2,910  
Total Program Manager Fees and Waivers      $27,513        $13,757  

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2017, the fee was $1,793,541, which equated to 0.0043% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2017, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $36,433,117.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2017 was equivalent to an annual effective rate of 0.0015% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a

 

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pension expense of $560 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2017. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $1,861 at August 31, 2017, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2017, the fee paid by the fund under this agreement was $76,905 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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.

On September 9, 2015, MFS redeemed 26 shares of Class R6 for an aggregate amount of $856. On March 16, 2016, MFS redeemed 40,429 shares of Class I for an aggregate amount of $1,341,422. On March 16, 2017, MFS purchased 48,783 shares of Class I for an aggregate amount of $1,882,554.

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. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction. During the year ended August 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $38,581,671 and $25,403,259, respectively. The sales transactions resulted in net realized gains (losses) of $2,221,304.

(4) Portfolio Securities

For the year ended August 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $6,244,375,024 and $5,787,662,720, respectively.

 

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(5) Shares of Beneficial Interest

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

 

    Year ended
8/31/17
    Year ended
8/31/16
 
    Shares     Amount     Shares     Amount  
Shares sold        

Class A

    43,230,719       $1,600,357,205       56,768,963       $1,904,117,260  

Class B

    409,602       15,035,351       519,166       17,360,213  

Class C

    5,986,930       219,687,272       8,152,513       270,588,495  

Class I

    243,305,782       9,165,915,403       145,431,576       4,938,317,915  

Class R1

    262,817       9,532,638       163,031       5,375,906  

Class R2

    4,092,565       148,873,968       3,849,909       128,332,720  

Class R3

    14,808,851       547,458,754       18,949,088       639,478,504  

Class R4

    17,657,031       656,925,761       27,256,586       905,372,336  

Class R6

    147,390,698       5,624,934,683       57,025,963       1,914,833,944  

Class 529A

    108,068       3,966,237       94,052       3,127,505  

Class 529B

    4,785       171,069       4,894       156,788  

Class 529C

    29,769       1,075,087       43,845       1,439,715  
    477,287,617       $17,993,933,428       318,259,586       $10,728,501,301  
Shares issued to shareholders in reinvestment of distributions        

Class A

    6,766,520       $248,454,218       12,787,124       $421,657,414  

Class B

    99,277       3,632,741       193,930       6,372,721  

Class C

    799,377       29,063,578       1,327,523       43,374,651  

Class I

    13,652,416       506,718,218       17,177,750       569,272,041  

Class R1

    19,510       705,037       37,672       1,222,399  

Class R2

    487,452       17,778,534       779,535       25,481,542  

Class R3

    1,796,755       65,965,080       2,693,294       88,531,682  

Class R4

    3,045,418       112,104,718       4,591,727       151,372,851  

Class R6

    6,150,032       226,909,284       7,489,730       246,831,433  

Class 529A

    18,752       686,051       27,903       913,451  

Class 529B

    761       27,448       1,246       40,425  

Class 529C

    4,251       152,951       6,711       216,941  
    32,840,521       $1,212,197,858       47,114,145       $1,555,287,551  

 

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    Year ended
8/31/17
    Year ended
8/31/16
 
    Shares     Amount     Shares     Amount  
Shares reacquired        

Class A

    (138,738,962     $(5,168,833,039     (72,124,211     $(2,423,599,803

Class B

    (1,297,053     (47,974,161     (1,027,622     (34,444,392

Class C

    (14,041,805     (519,939,313     (6,623,806     (220,702,727

Class I

    (230,780,835     (8,789,683,191     (102,196,743     (3,464,029,826

Class R1

    (353,521     (12,867,968     (282,106     (9,326,974

Class R2

    (4,624,581     (170,766,207     (4,445,949     (148,071,701

Class R3

    (17,523,982     (647,496,527     (15,692,059     (518,179,133

Class R4

    (32,186,529     (1,198,570,080     (25,344,379     (855,036,285

Class R6

    (45,654,925     (1,690,587,513     (36,595,792     (1,223,113,334

Class 529A

    (67,724     (2,512,154     (98,814     (3,186,555

Class 529B

    (8,463     (303,930     (6,559     (219,387

Class 529C

    (31,658     (1,160,458     (33,065     (1,094,866
    (485,310,038     $(18,250,694,541     (264,471,105     $(8,901,004,983
Net change        

Class A

    (88,741,723     $(3,320,021,616     (2,568,124     $(97,825,129

Class B

    (788,174     (29,306,069     (314,526     (10,711,458

Class C

    (7,255,498     (271,188,463     2,856,230       93,260,419  

Class I

    26,177,363       882,950,430       60,412,583       2,043,560,130  

Class R1

    (71,194     (2,630,293     (81,403     (2,728,669

Class R2

    (44,564     (4,113,705     183,495       5,742,561  

Class R3

    (918,376     (34,072,693     5,950,323       209,831,053  

Class R4

    (11,484,080     (429,539,601     6,503,934       201,708,902  

Class R6

    107,885,805       4,161,256,454       27,919,901       938,552,043  

Class 529A

    59,096       2,140,134       23,141       854,401  

Class 529B

    (2,917     (105,413     (419     (22,174

Class 529C

    2,362       67,580       17,491       561,790  
    24,818,100       $955,436,745       100,902,626       $3,382,783,869  

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 and the MFS Moderate Allocation Fund were each the owners of record of approximately 1% of the value of outstanding voting shares of the fund. In addition, the MFS Aggressive Growth Allocation Fund, the MFS Conservative Allocation Fund, the MFS Lifetime Income Fund, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, the MFS Lifetime 2055 Fund, the MFS Lifetime 2060 Fund, and the MFS Managed Wealth Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

 

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(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 syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2017, the fund’s commitment fee and interest expense were $291,617 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

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

 

Affiliated Issuer          Beginning
Shares/Par
Amount
    Acquisitions
Shares/Par
Amount
    Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money Market Portfolio       640,928,994       5,156,644,013       (4,889,302,119     908,270,888  
Affiliated Issuer   Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
    Capital Gain
Distributions
    Dividend
Income
    Ending
Value
 
MFS Institutional Money Market Portfolio     $(41,834     $22,580       $—       $3,203,286       $908,270,888  

(8) Redemptions In-Kind

On September 23, 2016, the fund recorded redemption proceeds for a redemption in-kind of portfolio securities and cash that were valued at $279,982,234. The redeeming shareholder generally receives a pro rata share of the securities held by the fund. The distribution of such securities generated a realized gain of $132,187,116 for the fund.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and Shareholders of MFS Value Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Value Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Value Fund (one of the series constituting the MFS Series Trust I) at August 31, 2017, 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 U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2017

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

At a special meeting of shareholders of MFS Series Trust I, which was held on March 23, 2017, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Dollars  

Nominee

   For     

Withheld Authority

 
Steven E. Buller      40,448,016,134.453        372,137,248.376  
John A. Caroselli      40,455,058,441.389        365,094,941.560  
Maureen R. Goldfarb      40,458,621,672.449        361,531,746.940  
David H. Gunning      40,369,558,961.219        450,594,312.051  
Michael Hegarty      40,379,783,468.714        440,369,950.676  
John P. Kavanaugh      40,453,732,784.104        366,420,708.405  
Robert J. Manning      40,424,010,964.586        396,142,308.684  
Clarence Otis, Jr.      40,441,919,324.712        378,234,043.007  
Maryanne L. Roepke      40,471,040,575.143        349,112,917.026  
Robin A. Stelmach      40,459,908,730.475        360,244,615.574  
Laurie J. Thomsen      40,426,270,790.416        393,882,628.973  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2017, 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 53)
  Trustee   February 2004   136   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 56)

  Trustee   January 2014   136   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 75)
  Trustee and Chair of Trustees   January 2004   136   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman (until 2013)

 

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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)

Steven E. Buller

(age 66)

  Trustee   February 2014   136   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

John A. Caroselli

(age 63)

  Trustee   March 2017   136   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 62)

  Trustee   January 2009   136   Private investor   N/A
Michael Hegarty
(age 72)
  Trustee   December 2004   136   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 62)

  Trustee and Vice Chair of Trustees   January 2009   136   Private investor   N/A

Clarence Otis, Jr.

(age 61)

  Trustee   March 2017   136   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

 

43


Table of Contents

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)

Maryanne L. Roepke

(age 61)

  Trustee   May 2014   136   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 60)
  Trustee   March 2005   136   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

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 43)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 49)

  Assistant Treasurer   January 2012   136  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 50)

  Assistant Treasurer   April 2017   136   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 58)

  Assistant Secretary and Assistant Clerk   September 2012   136   Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

 

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Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which
the Person
is an Officer

 

Principal
Occupations During

the Past Five Years

Ethan D. Corey (k)
(age 53)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k)
(age 49)
  President   July 2005   136   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 50)

  Secretary and Clerk   April 2017   136   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 44)

  Assistant Secretary and Assistant Clerk   June 2006   136   Massachusetts Financial Services Company, Vice President and Senior Counsel
Susan A. Pereira (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 46)

  Assistant Treasurer   September 2012   136   Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)

Matthew A. Stowe (k)

(age 42)

  Assistant Secretary and Assistant Clerk   October 2014   136   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino
(age 73)
  Independent Senior Officer   June 2004   136   Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k)
(age 47)
  Assistant Secretary and Assistant Clerk   October 2007   136   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

 

45


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which
the Person
is an Officer

 

Principal
Occupations During

the Past Five Years

Martin J. Wolin (k)

(age 50)

  Chief Compliance Officer   July 2015   136   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost (k)
(age 57)
  Treasurer   September 1990   136   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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee 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. 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, Kavanaugh and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

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

 

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Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
 

State Street Bank and Trust Company

1 Lincoln Street
Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
 

Ernst & Young LLP

200 Claredon Street
Boston, MA 02116

Portfolio Manager(s)  

Nevin Chitkara

 

Steven Gorham

 

 

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Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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 over the course of three months beginning in May and ending in July, 2017 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper 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 (the “Broadridge expense group”), (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) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory,

 

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Board Review of Investment Advisory Agreement – continued

 

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 performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2016, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 3rd quintile for the one-year period and the 2nd quintile for the five-year period ended December 31, 2016 relative to the Lipper 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 the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was approximately at the Broadridge expense group median and the Fund’s total expense ratio was lower than the Broadridge expense group median.

 

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Board Review of Investment Advisory Agreement – continued

 

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $7.5 billion, $10 billion, $20 billion, $25 billion, $30 billion, $35 billion and $40 billion. They also noted that MFS has agreed to implement an additional contractual breakpoint that reduces its advisory fee rate on the Fund’s average daily net assets over $45 billion effective August 1, 2017. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

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Board Review of Investment Advisory Agreement – continued

 

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

The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

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, 2017.

 

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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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), 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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

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 on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

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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 2017 income tax forms in January 2018. The following information is provided pursuant to provisions of the Internal Revenue Code.

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

The fund designates $909,411,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 93.60% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

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Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

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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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Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents
ITEM 2. CODE OF ETHICS.

The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. Effective January 1, 2017, the Code was amended to (i) clarify that the term “for profit” company as used in Section II.B of the Code excludes the investment adviser and its subsidiaries and pooled investment vehicles sponsored by the investment adviser or its subsidiaries, (ii) align the Code’s provisions regarding receipt of gifts and entertainment in Section II.B of the Code with the gifts and entertainment policy of the Funds’ investment adviser, and (iii) make other administrative changes. During the period covered by the report, the Registrant has not granted a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code effective as of January 1, 2017 is filed as an exhibit to this Form N-CSR.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller, John P. Kavanaugh 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, Kavanaugh, 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 accountant to certain series of the Registrant and Ernst & Young LLP (“E&Y”) to serve in the same capacity to certain other series of the Registrant (each a “Fund” and collectively the “Funds”). The tables below set forth the audit fees billed to each Fund as well as fees for non-audit services provided to each Fund and/or to each Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).


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For the fiscal years ended August 31, 2017 and 2016, audit fees billed to each Fund by Deloitte and E&Y were as follows:

 

     Audit Fees  
   2017      2016  

Fees Billed by Deloitte

     

MFS Global Leaders Fund+

     N/A        0  

MFS Low Volatility Global Equity Fund

     45,406        44,531  

MFS U.S. Government Cash Reserve Fund

     32,013        31,401  
  

 

 

    

 

 

 

Total

     77,419        75,932  

 

     Audit Fees  
   2017      2016  

Fees Billed by E&Y

     

MFS Core Equity Fund

     45,803        44,492  

MFS Low Volatility Equity Fund

     39,657        38,525  

MFS New Discovery Fund

     45,814        44,503  

MFS Research International Fund

     48,829        47,430  

MFS Technology Fund

     45,803        44,492  

MFS Value Fund

     45,932        44,618  
  

 

 

    

 

 

 

Total

     271,838        264,060  

For the fiscal years ended August 31, 2017 and 2016, fees billed by Deloitte and E&Y for audit-related, tax and other services provided to each Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
   2017      2016      2017      2016      2017      2016  

Fees Billed by Deloitte

                 

To MFS Global Leaders Fund+

     N/A        0        N/A        8,507        N/A        0  

To MFS Low Volatility Global Equity Fund

     0        0        6,674        6,575        0        0  

To MFS U.S. Government Cash Reserve Fund

     0        0        3,230        3,182        0        0  

Total fees billed by Deloitte To above Funds

     0        0        9,904        18,264        0        0  
     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
   2017      2016      2017      2016      2017      2016  

Fees Billed by Deloitte

                 

To MFS and MFS Related Entities of MFS Global Leaders Fund*+

     0        0        0        0        N/A        5,000  

To MFS and MFS Related Entities of MFS Low Volatility Global Equity Fund*

     0        0        0        0        5,390        5,000  

To MFS and MFS Related Entities of MFS U.S. Government Cash Reserve Fund*

     0        0        0        0        5,390        5,000  

 

     Aggregate Fees for Non-audit
Services
 
   2017      2016  

Fees Billed by Deloitte

     

To MFS Global Leaders Fund, MFS and MFS Related Entities#+

     N/A        78,785  

To MFS Low Volatility Global Equity Fund, MFS and MFS Related Entities#

     851,534        76,853  

To MFS U.S. Government Cash Reserve Fund, MFS and MFS Related Entities#

     848,090        73,460  


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     Audit-Related  Fees1      Tax Fees2      All Other Fees4  
   2017      2016      2017      2016      2017      2016  

Fees Billed by E&Y

                 

To MFS Core Equity Fund

     0        0        9,878        8,634        1,553        1,517  

To MFS Low Volatility Equity Fund

     0        0        8,364        8,246        1,018        1,008  

To MFS New Discovery Fund

     0        0        8,778        8,634        1,462        1,560  

To MFS Research International Fund

     0        0        9,223        9,073        3,638        3,849  

To MFS Technology Fund

     0        0        10,278        8,634        1,212        1,155  

To MFS Value Fund

     0        0        9,378        8,634        15,907        14,899  

Total fees billed by E&Y To above Funds

     0        0        55,899        51,855        24,790        23,988  
     Audit-Related Fees1      Tax Fees2      All Other Fees4  
   2017      20165      2017      2016      2017      2016  

Fees Billed by E&Y

                 

To MFS and MFS Related Entities of MFS Core Equity Fund*

     1,603,983        1,612,499        0        0        99,450        99,446  

To MFS and MFS Related Entities of Low Volatility Equity Fund*

     1,603,983        1,612,499        0        0        99,450        99,446  

To MFS and MFS Related Entities of MFS New Discovery Fund*

     1,603,983        1,612,499        0        0        99,450        99,446  

To MFS and MFS Related Entities of MFS Research International Fund*

     1,603,983        1,612,499        0        0        99,450        99,446  

To MFS and MFS Related Entities of MFS Technology Fund*

     1,603,983        1,612,499        0        0        99,450        99,446  

To MFS and MFS Related Entities of MFS Value Fund*

     1,603,983        1,612,499        0        0        99,450        99,446  

 

     Aggregate Fees for Non-audit
Services
 
   2017      2016  

Fees Billed by E&Y

     

To MFS Core Equity Fund, MFS and MFS Related Entities#

     1,886,864        1,872,696  

To Low Volatility Equity Fund, MFS and MFS Related Entities#

     1,884,815        1,871,799  

To MFS New Discovery Fund, MFS and MFS Related Entities#

     1,885,673        1,872,739  

To MFS Research International Fund, MFS and MFS Related Entities#

     1,888,294        1,875,467  

To MFS Technology Fund, MFS and MFS Related Entities#

     1,886,923        1,872,334  

To MFS Value Fund, MFS and MFS Related Entities#

     1,900,718        1,886,078  


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+

MFS Global Leaders Fund liquidated effective November 17, 2016.

* 

This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Funds (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

# 

This amount reflects the aggregate fees billed by Deloitte or E&Y for non-audit services rendered to the Funds and for non-audit services rendered to MFS and the MFS Related Entities.

1 

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

2 

The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

3 

The fees included under “All Other Fees” are fees for products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”.

4 

The fees included under “All Other Fees” are fees for products and services provided by E&Y other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to review of internal controls and Rule 38a-1 compliance program.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Funds and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 in each period between regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

 


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Item 4(e)(2):

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

Item 4(f): Not applicable.

Item 4(h): The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

 

ITEM 6. INVESTMENTS

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

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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


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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 second fiscal quarter of 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) File the exhibits listed below as part of this form. Letter or number the exhibits in the sequence indicated.

 

  (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: Code of Ethics attached hereto.

 

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

 

(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.


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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 I

 

By (Signature and Title)*    DAVID L. DILORENZO
  David L. DiLorenzo, President

Date: October 17, 2017

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)*    DAVID L. DILORENZO
  David L. DiLorenzo, President (Principal Executive Officer)

Date: October 17, 2017

 

By (Signature and Title)*    JAMES O. YOST
  James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer)

Date: October 17, 2017

 

* Print name and title of each signing officer under his or her signature.