N-CSR 1 dncsr.htm MFS SERIES TRUST VI N-CSR MFS SERIES TRUST VI 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 811-6102

MFS SERIES TRUST VI

(Exact name of registrant as specified in charter)

500 Boylston Street, Boston, Massachusetts 02116

(Address of principal executive offices) (Zip code)

Susan S. Newton

Massachusetts Financial Services Company

500 Boylston Street

Boston, Massachusetts 02116

(Name and address of agents for service)

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2009


Table of Contents
ITEM 1. REPORTS TO STOCKHOLDERS.


Table of Contents

LOGO


Table of Contents

MFS® Global Equity Fund

 

LETTER FROM THE CEO      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      17
STATEMENTS OF CHANGES IN NET ASSETS      18
FINANCIAL HIGHLIGHTS      19
NOTES TO FINANCIAL STATEMENTS      24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      37
TRUSTEES AND OFFICERS      38
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT      45
PROXY VOTING POLICIES AND INFORMATION      49
QUARTERLY PORTFOLIO DISCLOSURE      49
FURTHER INFORMATION      49
FEDERAL TAX INFORMATION      49
MFS® PRIVACY NOTICE      50
CONTACT INFORMATION    BACK COVER

SIPC Contact Information:

You may obtain information about the Securities Investor Protection Corporation (“SIPC”), including the SIPC Brochure, by contacting SIPC either by telephone (202-371-8300) or by accessing SIPC’s website address (www.sipc.org).

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 Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE

 

10/31/09

LGE-ANN


Table of Contents

LOGO

 

LETTER FROM THE CEO

Dear Shareholders:

There remains some question as to when the global economy will achieve a sustainable recovery. While some economists and market watchers are optimistic that the worst is behind us, a number also agree with U.S. Federal Reserve Board Chairman Ben Bernanke who said in September that “even though from a technical perspective the recession is very likely over at this point, it’s still going to feel like a very weak economy for some time.”

Have we in fact turned the corner? We have seen tremendous rallies in the markets over the past six months. The Fed has cut interest rates aggressively toward zero to support credit markets, global deleveraging has helped diminish inflationary concerns, and stimulus measures have put more money in the hands of the government and individuals to keep the economy moving. Still, unemployment remains high, consumer confidence and spending continue to waiver, and the housing market, while improving, has a long way to go to recover.

Regardless of lingering market uncertainties, MFS® is confident that the fundamental principles of long-term investing will always apply. We encourage investors to speak with their advisors to identify and research long-term investment opportunities thoroughly. Global research continues to be one of the hallmarks of MFS, along with a unique collaboration between our portfolio managers and sector analysts, who regularly discuss potential investments before making both buy and sell decisions.

As we continue to dig out from the worst financial crisis in decades, keep in mind that while the road back to sustainable recovery will be slow, gradual, and even bumpy at times, conditions are significantly better than they were six months ago.

Respectfully,

LOGO

Robert J. Manning

Chief Executive Officer and Chief Investment Officer

MFS Investment Management®

December 15, 2009

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

 

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PORTFOLIO COMPOSITION

 

Portfolio structure

LOGO

 

Top ten holdings  
Nestle S.A.   3.5%
Heineken N.V.   2.7%
Roche Holding AG   2.6%
Linde AG   2.5%
LVMH Moet Hennessy Louis Vuitton S.A.   2.4%
Reckitt Benckiser Group PLC   2.1%
Diageo PLC   2.1%
Oracle Corp.   2.0%
NIKE, Inc., “B”   2.0%
3M Co.   2.0%

 

Equity sectors  
Consumer Staples   19.3%
Health Care   16.4%
Financial Services   11.8%
Retailing   9.6%
Technology   8.5%
Basic Materials   8.3%
Leisure   6.8%
Energy   5.2%
Industrial Goods & Services   4.1%
Transportation   3.9%
Utilities & Communications   2.5%
Special Products & Services   2.2%
Autos & Housing   0.4%
Country weightings (w)  
United States   39.4%
France   13.3%
Switzerland   12.9%
United Kingdom   9.7%
Germany   7.5%
Japan   6.1%
Netherlands   6.0%
Canada   1.4%
South Korea   1.2%
Other Countries   2.5%

 

(w) Country weightings are based on the valuation currency of each security.

Percentages are based on net assets as of 10/31/09.

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

 

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MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2009, Class A shares of the MFS Global Equity Fund (the “fund”) provided a total return of 18.90%, at net asset value. This compares with a return of 19.21% for the fund’s benchmark, the MSCI World Index.

Market Environment

The global economy and financial markets experienced substantial deterioration and extraordinary volatility over most of the reporting period. Through the first quarter of 2009, the strong headwinds in the U.S. included accelerated deterioration in the housing market, anemic corporate investment, a rapidly declining job market, and a much tighter credit environment. During the very early stages of the period, a series of tumultuous financial events hammered markets. As a result of this turbulent news, global equity markets pushed significantly lower and credit markets witnessed the worst market decline since the beginning of the credit crisis. The synchronized global downturn in economic activity experienced in the fourth quarter of 2008 and the first quarter of 2009 was among the most intense in the post-World War II period. Not only did Europe and Japan fall into very deep recessions, but an increasingly powerful engine of global growth – emerging markets – also contracted almost across the board. The subsequent recovery in global activity has been similarly synchronized, led importantly by emerging Asian economies, but broadening to include most of the global economy to varying degrees. Primary drivers of the recovery include an unwinding of the inventory destocking that took place earlier, as well as massive fiscal and monetary stimulus. As a result, credit conditions and equity indices improved considerably during the second half of the period. Nevertheless, the degree of financial and macroeconomic dislocation remained significant.

During the first half of the reporting period, the Fed implemented its final interest rate cut, while making increasing use of its new lending facilities to alleviate ever-tightening credit markets. On the fiscal front, the U.S. Treasury designed and began implementing a massive fiscal stimulus package. As inflationary concerns diminished in the face of global deleveraging, and equity and credit markets deteriorated more sharply, central banks around the world also cut interest rates dramatically. Globally, policy makers increasingly sought to coordinate their rescue efforts, which resulted in a number of international actions, such as the establishment of swap lines between the Federal Reserve and a number of other central banks, as well as a substantial increase in the financial resources of the International Monetary Fund. By the middle of the period, several central banks had approached their lower bound on policy rates

 

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Management Review – continued

 

and were examining the implementation and ramifications of quantitative easing as a means to further loosen monetary policy to offset the continuing fall in global economic activity. However, by the end of the period, there were broadening signs that the worst of the global macroeconomic deterioration had passed, which caused the subsequent rise in asset valuations. As most asset prices rebounded in the second half of the period and the demand for liquidity waned, the debate concerning monetary exit strategies had begun, creating added uncertainty regarding the forward path of policy rates.

Detractors from Performance

Stock selection in the basic materials sector detracted from the fund’s performance relative to the MSCI World Index. Not holding strong-performing mining giant BHP Billiton (U.K.) held back relative results as the stock significantly outperformed the benchmark over the reporting period.

Security selection in the special products and services sector also hindered relative returns. No individual securities within this sector were among the fund’s top relative detractors.

Stock selection in the consumer staples sector was another negative area of relative performance. Overweight positions in household and cosmetics manufacturer Kao Corp. (Japan) and premium drink manufacturer Diageo PLC (U.K.) were top relative detractors over the reporting period. Diageo’s shares lagged the market during the latest quarter after the company reported lower-than-expected sales.

Individual securities in other sectors that hurt relative returns included financial services provider Bank of New York Mellon, Swiss pharmaceutical and diagnostic company Roche Holding, and medical device manufacturers, Synthes Inc. (Switzerland) and Medtronic. Shares of Medtronic were hurt by short-term concerns about the growth of the business along with pressure from hospitals to cut costs. Not owning computer maker Apple and Spanish bank Banco Santander also dampened relative results as both of these benchmark constituents turned in strong performance for the period.

Contributors to Performance

Stock selection in the industrial goods and services sector was a primary contributor to relative performance. The fund’s holdings of strong-performing Legrand S.A. (France), an industry leader of products and systems for electrical installations, and electrical distribution and energy management company Schneider Electric S.A. (France) bolstered results. Schneider Electric posted better-than-expected first-half earnings and announced that economic conditions were improving, albeit slowly, in industrial markets. The company has reined in costs in an effort to adapt to the difficult economic environment.

 

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Management Review – continued

 

Not owning weak-performing diversified industrial conglomerate General Electric also helped.

Strong stock selection in the retailing sector also benefited relative returns. Our overweight positions in luxury goods company LVMH Moët Hennessy Louis Vuitton (France), British luxury clothing retailer Burberry Group, and drug store operator Walgreen boosted relative results as all three stocks significantly outperformed the benchmark over the reporting period. Shares of Louis Vuitton rose due to increased sales of its fashions division, highlighting the resilience of the brand. Sales of its handbags and leather goods were strong in emerging market countries during the period. Management has committed to continue to reduce costs but plans to maintain expenditure on its leading brands to continue to gain market share.

Elsewhere, our underweight positions in integrated oil and gas company Exxon Mobil aided relative performance. Avoiding several weak-performing firms, including German car maker Volkswagen, financial services firm Citigroup, and bank operator Bank of America, also helped.

During the reporting period, the fund’s currency exposure was a contributor to relative performance. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for our funds to have different currency exposures than the benchmark.

Respectfully,

 

David Mannheim   Roger Morley
Portfolio Manager   Portfolio Manager

Note to Shareholders: Effective October 1, 2009, Roger Morley became a co-manager of the fund. Previously, the fund was co-managed by Simon Todd.

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

 

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PERFORMANCE SUMMARY THROUGH 10/31/09

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

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

Growth of a Hypothetical $10,000 Investment

LOGO

 

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Performance Summary – continued

 

Total Returns through 10/31/09

Average annual without sales charge

 

     Share class    Class inception date    1-yr    5-yr    10-yr    Life (t)     
    A    9/07/93    18.90%    5.11%    4.28%    N/A    
    B    12/29/86    18.04%    4.33%    3.50%    N/A    
    C    1/03/94    18.02%    4.33%    3.50%    N/A    
    I    1/02/97    19.23%    5.38%    4.53%    N/A    
    R1    4/01/05    18.05%    N/A    N/A    2.84%    
    R2    10/31/03    18.59%    4.72%    N/A    6.48%    
    R3    4/01/05    18.94%    N/A    N/A    3.60%    
    R4    4/01/05    19.25%    N/A    N/A    3.89%    
Comparative benchmark                        
     MSCI World Index (f)    19.21%    3.20%    0.71%    N/A     
Average annual with sales charge                        
    A

With Initial Sales Charge (5.75%)

   12.06%    3.87%    3.66%    N/A    
    B

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

   14.04%    4.04%    3.50%    N/A    
    C

With CDSC (1% for 12 months) (x)

   17.02%    4.33%    3.50%    N/A    

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

CDSC – Contingent Deferred 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 information is provided for “life” periods. (See Notes to Performance Summary.)
(x) Assuming redemption at the end of the applicable period.

Benchmark Definition

Morgan Stanley Capital International (MSCI) World Index – a market capitalization-weighted index that is designed to measure equity market performance in the global developed markets.

It is not possible to invest directly in an index.

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

 

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Performance Summary – continued

 

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.

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, May 1, 2009 through October 31, 2009

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

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Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
  Beginning
Account Value
5/01/09
  Ending
Account Value
10/31/09
  Expenses
Paid During
Period (p)
5/01/09-10/31/09
A   Actual   1.45%   $1,000.00   $1,265.59   $8.28
  Hypothetical (h)   1.45%   $1,000.00   $1,017.90   $7.38
B   Actual   2.21%   $1,000.00   $1,261.30   $12.60
  Hypothetical (h)   2.21%   $1,000.00   $1,014.06   $11.22
C   Actual   2.20%   $1,000.00   $1,261.17   $12.54
  Hypothetical (h)   2.20%   $1,000.00   $1,014.12   $11.17
I   Actual   1.21%   $1,000.00   $1,267.40   $6.92
  Hypothetical (h)   1.21%   $1,000.00   $1,019.11   $6.16
R1   Actual   2.20%   $1,000.00   $1,260.84   $12.54
  Hypothetical (h)   2.20%   $1,000.00   $1,014.12   $11.17
R2   Actual   1.70%   $1,000.00   $1,263.90   $9.70
  Hypothetical (h)   1.70%   $1,000.00   $1,016.64   $8.64
R3   Actual   1.45%   $1,000.00   $1,265.66   $8.28
  Hypothetical (h)   1.45%   $1,000.00   $1,017.90   $7.38
R4   Actual   1.20%   $1,000.00   $1,267.58   $6.86
  Hypothetical (h)   1.20%   $1,000.00   $1,019.16   $6.11

 

(h) 5% class return per year before expenses.
(p) Expenses paid is equal to each class’ annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

 

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PORTFOLIO OF INVESTMENTS

10/31/09

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 - 99.0%           
    
Issuer    Shares/Par   Value ($)
Alcoholic Beverages - 6.1%           
Diageo PLC    519,327   $ 8,464,139
Grupo Modelo S.A. de C.V., “C” (a)    227,800     1,035,160
Heineken N.V.    247,150     10,953,372
Pernod Ricard S.A.    53,311     4,449,479
        
         $ 24,902,150
Apparel Manufacturers - 6.5%           
Burberry Group PLC    399,630   $ 3,519,982
Compagnie Financiere Richemont S.A.    177,275     4,963,285
LVMH Moet Hennessy Louis Vuitton S.A.    96,000     9,959,270
NIKE, Inc., “B”    130,240     8,098,323
        
         $ 26,540,860
Automotive - 0.4%           
Harley-Davidson, Inc.    62,470   $ 1,556,752
Biotechnology - 0.3%           
Actelion Ltd. (a)    21,168   $ 1,166,803
Broadcasting - 5.0%           
Omnicom Group, Inc.    164,500   $ 5,639,060
Vivendi S.A.    105,013     2,908,659
Walt Disney Co.    271,940     7,442,998
WPP Group PLC    513,992     4,609,440
        
         $ 20,600,157
Brokerage & Asset Managers - 1.0%           
Deutsche Boerse AG    51,860   $ 4,206,746
Business Services - 1.6%           
Accenture Ltd., “A”    139,690   $ 5,179,705
DST Systems, Inc. (a)    36,070     1,504,480
        
         $ 6,684,185
Chemicals - 3.4%           
3M Co.    109,400   $ 8,048,558
Givaudan S.A.    7,764     5,746,831
        
         $ 13,795,389

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Common Stocks - continued           
Computer Software - 2.0%           
Oracle Corp.    388,790   $ 8,203,469
Computer Software - Systems - 1.2%           
Canon, Inc.    133,300   $ 5,002,195
Conglomerates - 0.6%           
Smiths Group PLC    178,069   $ 2,604,974
Construction - 0.0%           
Sherwin-Williams Co.    2,700   $ 154,008
Consumer Products - 5.1%           
Beiersdorf AG    25,680   $ 1,579,420
International Flavors & Fragrances, Inc.    32,770     1,248,209
Kao Corp.    188,100     4,225,017
Procter & Gamble Co.    83,885     4,865,330
Reckitt Benckiser Group PLC    175,600     8,730,864
        
         $ 20,648,840
Electrical Equipment - 3.6%           
Legrand S.A.    154,640   $ 4,199,668
Rockwell Automation, Inc.    83,100     3,402,945
Schneider Electric S.A.    67,657     7,027,409
        
         $ 14,630,022
Electronics - 3.6%           
Hirose Electric Co. Ltd.    12,300   $ 1,274,679
Hoya Corp.    201,400     4,410,788
Intel Corp.    210,070     4,014,438
Samsung Electronics Co. Ltd.    8,387     5,048,734
        
         $ 14,748,639
Energy - Independent - 1.0%           
INPEX Holdings, Inc.    506   $ 4,140,171
Energy - Integrated - 3.7%           
Chevron Corp.    53,470   $ 4,092,594
Exxon Mobil Corp.    31,210     2,236,821
Royal Dutch Shell PLC    145,750     4,334,903
TOTAL S.A.    76,960     4,582,714
        
         $ 15,247,032

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Common Stocks - continued           
Food & Beverages - 8.1%           
General Mills, Inc.    79,500   $ 5,240,640
Groupe Danone    69,981     4,204,767
J.M. Smucker Co.    85,489     4,507,835
Nestle S.A.    303,807     14,122,472
PepsiCo, Inc.    86,690     5,249,080
        
         $ 33,324,794
Food & Drug Stores - 2.5%           
Lawson, Inc.    24,000   $ 1,071,623
Tesco PLC    333,046     2,222,504
Walgreen Co.    182,660     6,910,028
        
         $ 10,204,155
Gaming & Lodging - 0.9%           
Ladbrokes PLC    674,020   $ 1,346,288
William Hill PLC    885,210     2,434,731
        
         $ 3,781,019
Insurance - 1.9%           
AXA    205,620   $ 5,109,898
Swiss Reinsurance Co.    64,528     2,629,121
        
         $ 7,739,019
Machinery & Tools - 0.5%           
Fanuc Ltd.    22,500   $ 1,889,896
Major Banks - 5.6%           
Bank of New York Mellon Corp.    216,873   $ 5,781,834
Erste Group Bank AG    43,746     1,757,790
Goldman Sachs Group, Inc.    23,640     4,022,819
Intesa Sanpaolo S.p.A (a)    397,332     1,673,901
Standard Chartered PLC    165,925     4,074,492
State Street Corp.    135,850     5,702,983
        
         $ 23,013,819
Medical Equipment - 9.0%           
Alcon, Inc.    18,160   $ 2,593,066
DENTSPLY International, Inc.    102,710     3,385,322
Essilor International S.A.    31,540     1,768,002
Medtronic, Inc.    181,060     6,463,842
Sonova Holding AG    12,203     1,255,703
St. Jude Medical, Inc. (a)    81,300     2,770,704
Synthes, Inc.    36,600     4,343,340

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Common Stocks - continued           
Medical Equipment - continued           
Thermo Fisher Scientific, Inc. (a)    96,570   $ 4,345,650
Waters Corp. (a)    87,760     5,040,057
Zimmer Holdings, Inc. (a)    92,540     4,864,828
        
         $ 36,830,514
Natural Gas - Distribution - 1.2%           
GDF Suez    120,189   $ 5,030,052
Network & Telecom - 1.7%           
Cisco Systems, Inc. (a)    296,050   $ 6,764,743
Oil Services - 0.5%           
National Oilwell Varco, Inc. (a)    45,980   $ 1,884,720
Other Banks & Diversified Financials - 3.3%           
Aeon Credit Service Co. Ltd.    103,000   $ 984,962
American Express Co.    94,220     3,282,625
Julius Baer Group Ltd.    91,764     3,454,455
Komercni Banka A.S.    7,933     1,576,708
UBS AG (a)    257,520     4,312,519
        
         $ 13,611,269
Pharmaceuticals - 7.1%           
Bayer AG    90,460   $ 6,265,704
GlaxoSmithKline PLC    86,350     1,773,329
Johnson & Johnson    80,840     4,773,602
Merck KGaA    60,860     5,724,075
Roche Holding AG    66,280     10,619,504
        
         $ 29,156,214
Printing & Publishing - 0.9%           
Wolters Kluwer N.V.    166,360   $ 3,711,893
Railroad & Shipping - 1.4%           
Canadian National Railway Co.    115,826   $ 5,587,446
Specialty Chemicals - 4.9%           
L’Air Liquide S.A.    49,483   $ 5,345,110
Linde AG    99,500     10,405,325
Praxair, Inc.    28,260     2,244,974
Shin-Etsu Chemical Co. Ltd.    36,300     1,912,286
        
         $ 19,907,695

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Common Stocks - continued           
Specialty Stores - 0.6%           
Abercrombie & Fitch Co., “A”    52,950   $ 1,737,819
Sally Beauty Holdings, Inc. (a)    106,630     719,753
        
         $ 2,457,572
Telephone Services - 0.7%           
Singapore Telecommunications Ltd.    1,290,975   $ 2,674,648
Trucking - 2.5%           
TNT N.V.    207,769   $ 5,504,727
United Parcel Service, Inc., “B”    87,160     4,678,749
        
         $ 10,183,476
Utilities - Electric Power - 0.6%           
E.ON AG    63,486   $ 2,426,669
Total Common Stocks (Identified Cost, $385,577,173)        $ 405,012,005
Money Market Funds (v) - 0.6%           
MFS Institutional Money Market Portfolio, 0.13%,
at Cost and Net Asset Value
   2,272,358   $ 2,272,358
Total Investments (Identified Cost, $387,849,531)        $ 407,284,363
Other Assets, Less Liabilities - 0.4%          1,694,869
Net Assets - 100.0%        $ 408,979,232

 

(a) Non-income producing security.
(v) Underlying fund that is available only to investment companies managed by MFS. The rate quoted 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

See Notes to Financial Statements

 

15


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/09

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

 

Assets       

Investments-

  

Non-affiliated issuers, at value (identified cost, $385,577,173)

   $405,012,005   

Underlying funds, at cost and value

   2,272,358   

Total investments, at value (identified cost, $387,849,531)

   $407,284,363   

Foreign currency, at value (identified cost, $300,209)

   307,818   

Receivables for

  

Investments sold

   1,023,078   

Fund shares sold

   364,725   

Interest and dividends

   1,135,639   

Total assets

   $410,115,623   
Liabilities       

Payables for

  

Investments purchased

   $459,457   

Fund shares reacquired

   364,324   

Payable to affiliates

  

Investment adviser

   30,536   

Shareholder servicing costs

   113,146   

Distribution and service fees

   12,101   

Administrative services fee

   597   

Payable for independent Trustees’ compensation

   45,771   

Accrued expenses and other liabilities

   110,459   

Total liabilities

   $1,136,391   

Net assets

   $408,979,232   
Net assets consist of       

Paid-in capital

   $403,609,615   

Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies

   19,466,887   

Accumulated net realized gain (loss) on investments and foreign currency transactions

   (17,436,991

Undistributed net investment income

   3,339,721   

Net assets

   $408,979,232   

Shares of beneficial interest outstanding

   20,406,698   

 

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

Class A

   $285,345,206    14,053,709    $20.30

Class B

   29,963,516    1,579,814    18.97

Class C

   27,990,114    1,525,357    18.35

Class I

   30,416,828    1,464,979    20.76

Class R1

   4,140,184    222,456    18.61

Class R2

   19,226,954    971,802    19.78

Class R3

   11,265,411    557,600    20.20

Class R4

   631,019    30,981    20.37

 

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $21.54. 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, and R4.

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 10/31/09

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       

Income

  

Dividends

   $10,192,613   

Interest

   147,747   

Dividends from underlying funds

   10,075   

Foreign taxes withheld

   (783,336

Total investment income

   $9,567,099   

Expenses

  

Management fee

   $3,402,034   

Distribution and service fees

   1,314,314   

Shareholder servicing costs

   917,857   

Administrative services fee

   80,771   

Independent Trustees’ compensation

   16,887   

Custodian fee

   116,270   

Shareholder communications

   47,758   

Auditing fees

   74,658   

Legal fees

   50,955   

Miscellaneous

   136,478   

Total expenses

   $6,157,982   

Fees paid indirectly

   (689

Reduction of expenses by investment adviser

   (2,409

Net expenses

   $6,154,884   

Net investment income

   $3,412,215   
Realized and unrealized gain (loss) on investments
and foreign currency transactions
      

Realized gain (loss) (identified cost basis)

  

Investment transactions (net of $168 country tax)

   $(15,154,319

Foreign currency transactions

   (1,209

Net realized gain (loss) on investments
and foreign currency transactions

   $(15,155,528

Change in unrealized appreciation (depreciation)

  

Investments

   $78,513,140   

Translation of assets and liabilities in foreign currencies

   43,660   

Net unrealized gain (loss) on investments
and foreign currency translation

   $78,556,800   

Net realized and unrealized gain (loss) on investments
and foreign currency

   $63,401,272   

Change in net assets from operations

   $66,813,487   

See Notes to Financial Statements

 

17


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Years ended 10/31  
     2009      2008  
Change in net assets              
From operations              

Net investment income

   $3,412,215       $5,659,309   

Net realized gain (loss) on investments and foreign currency transactions

   (15,155,528    31,159,324   

Net unrealized gain (loss) on investments and foreign currency translation

   78,556,800       (271,887,501

Change in net assets from operations

   $66,813,487       $(235,068,868
Distributions declared to shareholders              

From net investment income

   $(5,518,224    $(3,751,949

From net realized gain on investments

   (24,477,858    (77,211,225

Total distributions declared to shareholders

   $(29,996,082    $(80,963,174

Change in net assets from fund share transactions

   $(38,241,298    $(45,733,031

Total change in net assets

   $(1,423,893    $(361,765,073
Net assets              

At beginning of period

   410,403,125       772,168,198   

At end of period (including undistributed net investment
income of $3,339,721 and $5,448,295, respectively)

   $408,979,232       $410,403,125   

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years (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 by which 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    Years ended 10/31
     2009     2008     2007     2006     2005

Net asset value, beginning of period

   $18.51      $31.71      $30.78      $25.79      $22.92
Income (loss) from investment operations                         

Net investment income (d)

   $0.17      $0.27      $0.33      $0.48      $0.06

Net realized and unrealized gain (loss)
on investments and foreign currency

   3.02      (10.09   4.54      5.68      2.81

Total from investment operations

   $3.19      $(9.82   $4.87      $6.16      $2.87
Less distributions declared to shareholders                         

From net investment income

   $(0.29   $(0.19   $(0.63   $—      $—

From net realized gain on investments

   (1.11   (3.19   (3.31   (1.17  

Total distributions declared to shareholders

   $(1.40   $(3.38   $(3.94   $(1.17   $—

Net asset value, end of period

   $20.30      $18.51      $31.71      $30.78      $25.79

Total return (%) (r)(s)(t)

   18.90      (34.51   17.41      24.73      12.52
Ratios (%) (to average net assets)
and Supplemental data:
                            

Expenses before expense reductions (f)

   1.53      1.44      1.46      1.45      1.55

Expenses after expense reductions (f)

   1.53      1.44      1.46      1.45      1.55

Net investment income

   0.99      1.05      1.10      1.72      0.22

Portfolio turnover

   17      23      27      39      39

Net assets at end of period (000 omitted)

   $285,345      $260,535      $474,901      $465,394      $402,985

See Notes to Financial Statements

 

19


Table of Contents

Financial Highlights – continued

 

Class B   Years ended 10/31  
    2009     2008     2007     2006     2005  

Net asset value, beginning of period

  $17.25      $29.79      $29.12      $24.64      $22.06   
Income (loss) from investment operations                              

Net investment income (loss) (d)

  $0.04      $0.06      $0.12      $0.27      $(0.13

Net realized and unrealized gain (loss)
on investments and foreign currency

  2.83      (9.41   4.25      5.38      2.71   

Total from investment operations

  $2.87      $(9.35   $4.37      $5.65      $2.58   
Less distributions declared to shareholders                              

From net investment income

  $(0.04   $—      $(0.39   $—      $—   

From net realized gain on investments

  (1.11   (3.19   (3.31   (1.17     

Total distributions declared to shareholders

  $(1.15   $(3.19   $(3.70   $(1.17   $—   

Net asset value, end of period

  $18.97      $17.25      $29.79      $29.12      $24.64   

Total return (%) (r)(s)(t)

  18.04      (34.99   16.51      23.77      11.70   
Ratios (%) (to average net assets)
and Supplemental data:
                             

Expenses before expense reductions (f)

  2.29      2.19      2.21      2.20      2.30   

Expenses after expense reductions (f)

  2.29      2.19      2.21      2.20      2.30   

Net investment income (loss)

  0.25      0.25      0.41      1.02      (0.53

Portfolio turnover

  17      23      27      39      39   

Net assets at end of period (000 omitted)

  $29,964      $38,111      $102,296      $139,656      $148,434   
Class C   Years ended 10/31  
    2009     2008     2007     2006     2005  

Net asset value, beginning of period

  $16.79      $29.11      $28.58      $24.19      $21.66   
Income (loss) from investment operations                              

Net investment income (loss) (d)

  $0.04      $0.07      $0.08      $0.25      $(0.12

Net realized and unrealized gain (loss)
on investments and foreign currency

  2.73      (9.17   4.20      5.31      2.65   

Total from investment operations

  $2.77      $(9.10   $4.28      $5.56      $2.53   
Less distributions declared to shareholders                              

From net investment income

  $(0.10   $(0.03   $(0.44   $—      $—   

From net realized gain on investments

  (1.11   (3.19   (3.31   (1.17     

Total distributions declared to shareholders

  $(1.21   $(3.22   $(3.75   $(1.17   $—   

Net asset value, end of period

  $18.35      $16.79      $29.11      $28.58      $24.19   

Total return (%) (r)(s)(t)

  18.02      (34.99   16.51      23.84      11.68   
Ratios (%) (to average net assets)
and Supplemental data:
                             

Expenses before expense reductions (f)

  2.28      2.19      2.21      2.20      2.30   

Expenses after expense reductions (f)

  2.28      2.19      2.21      2.20      2.30   

Net investment income (loss)

  0.24      0.30      0.29      0.96      (0.53

Portfolio turnover

  17      23      27      39      39   

Net assets at end of period (000 omitted)

  $27,990      $26,139      $50,903      $41,351      $33,975   

See Notes to Financial Statements

 

20


Table of Contents

Financial Highlights – continued

 

Class I    Years ended 10/31  
     2009     2008     2007     2006     2005  

Net asset value, beginning of period

   $18.92      $32.33      $31.32      $26.15      $23.23   
Income (loss) from investment operations                               

Net investment income (d)

   $0.23      $0.34      $0.40      $0.56      $0.12   

Net realized and unrealized gain (loss)
on investments and foreign currency

   3.08      (10.30   4.62      5.78      2.85   
Total from investment operations    $3.31      $(9.96   $5.02      $6.34      $2.97   
Less distributions declared to shareholders                               

From net investment income

   $(0.36   $(0.26   $(0.70   $—      $(0.05

From net realized gain on investments

   (1.11   (3.19   (3.31   (1.17     

Total distributions declared to shareholders

   $(1.47   $(3.45   $(4.01   $(1.17   $(0.05

Net asset value, end of period

   $20.76      $18.92      $32.33      $31.32      $26.15   

Total return (%) (r)(s)

   19.23      (34.34   17.66      25.09      12.79   
Ratios (%) (to average net assets)
and Supplemental data:
                              

Expenses before expense reductions (f)

   1.29      1.19      1.21      1.20      1.30   

Expenses after expense reductions (f)

   1.28      1.19      1.21      1.20      1.30   

Net investment income

   1.33      1.32      1.31      1.95      0.47   

Portfolio turnover

   17      23      27      39      39   

Net assets at end of period (000 omitted)

   $30,417      $49,022      $77,689      $63,714      $41,493   
Class R1    Years ended 10/31  
     2009     2008     2007     2006     2005 (i)  

Net asset value, beginning of period

   $17.02      $29.60      $29.06      $24.61      $23.89   
Income (loss) from investment operations                               

Net investment income (loss) (d)

   $0.03      $0.06      $0.03      $0.21      $(0.15

Net realized and unrealized gain (loss)
on investments and foreign currency

   2.78      (9.31   4.29      5.41      0.87 (g) 

Total from investment operations

   $2.81      $(9.25   $4.32      $5.62      $0.72   
Less distributions declared to shareholders                               

From net investment income

   $(0.11   $(0.14   $(0.47   $—      $—   

From net realized gain on investments

   (1.11   (3.19   (3.31   (1.17     

Total distributions declared to shareholders

   $(1.22   $(3.33   $(3.78   $(1.17   $—   

Net asset value, end of period

   $18.61      $17.02      $29.60      $29.06      $24.61   

Total return (%) (r)(s)

   18.05      (35.04   16.38      23.68      3.01 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                              

Expenses before expense reductions (f)

   2.27      2.23      2.33      2.40      2.50 (a) 

Expenses after expense reductions (f)

   2.27      2.23      2.30      2.30      2.47 (a) 

Net investment income (loss)

   0.22      0.26      0.12      0.78      (1.06 )(a) 

Portfolio turnover

   17      23      27      39      39   

Net assets at end of period (000 omitted)

   $4,140      $3,304      $4,208      $1,348      $672   

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class R2    Years ended 10/31  
     2009     2008     2007     2006     2005  

Net asset value, beginning of period

   $18.06      $31.08      $30.27      $25.48      $22.76   
Income (loss) from investment operations                               

Net investment income (loss) (d)

   $0.12      $0.21      $0.14      $0.39      $(0.06

Net realized and unrealized gain (loss)
on investments and foreign currency

   2.94      (9.88   4.52      5.57      2.78   

Total from investment operations

   $3.06      $(9.67   $4.66      $5.96      $2.72   
Less distributions declared to shareholders                               

From net investment income

   $(0.23   $(0.16   $(0.54   $—      $—   

From net realized gain on investments

   (1.11   (3.19   (3.31   (1.17     

Total distributions declared to shareholders

   $(1.34   $(3.35   $(3.85   $(1.17   $—   

Net asset value, end of period

   $19.78      $18.06      $31.08      $30.27      $25.48   

Total return (%) (r)(s)

   18.59      (34.70   16.94      24.22      11.95   
Ratios (%) (to average net assets)
and Supplemental data:
                              

Expenses before expense reductions (f)

   1.78      1.71      1.88      1.94      2.06   

Expenses after expense reductions (f)

   1.78      1.71      1.85      1.84      2.05   

Net investment income (loss)

   0.74      0.83      0.48      1.42      (0.25

Portfolio turnover

   17      23      27      39      39   

Net assets at end of period (000 omitted)

   $19,227      $17,298      $21,364      $6,501      $3,032   

 

Class R3    Years ended 10/31  
     2009     2008     2007     2006     2005 (i)  

Net asset value, beginning of period

   $18.41      $31.56      $30.71      $25.77      $24.90   
Income (loss) from investment operations                               

Net investment income (d)

   $0.16      $0.26      $0.24      $0.04      $0.02   

Net realized and unrealized gain (loss)
on investments and foreign currency

   3.02      (10.05   4.56      6.07      0.85 (g) 

Total from investment operations

   $3.18      $(9.79   $4.80      $6.11      $0.87   
Less distributions declared to shareholders                               

From net investment income

   $(0.28   $(0.17   $(0.64   $—      $—   

From net realized gain on investments

   (1.11   (3.19   (3.31   (1.17     

Total distributions declared to shareholders

   $(1.39   $(3.36   $(3.95   $(1.17   $—   

Net asset value, end of period

   $20.20      $18.41      $31.56      $30.71      $25.77   

Total return (%) (r)(s)

   18.94      (34.56   17.22      24.54      3.49 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                              

Expenses before expense reductions (f)

   1.52      1.47      1.61      1.63      1.73 (a) 

Expenses after expense reductions (f)

   1.52      1.47      1.61      1.63      1.73 (a) 

Net investment income

   0.96      1.04      0.81      0.14      0.13 (a) 

Portfolio turnover

   17      23      27      39      39   

Net assets at end of period (000 omitted)

   $11,265      $8,939      $14,293      $8,703      $84   

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class R4    Years ended 10/31  
     2009     2008     2007     2006     2005 (i)  
Net asset value, beginning of period    $18.56      $31.80      $30.86      $25.81      $24.90   
Income (loss) from investment operations                               

Net investment income (d)

   $0.22      $0.37      $0.05      $0.53      $0.08   

Net realized and unrealized gain (loss)
on investments and foreign currency

   3.03      (10.17   4.87      5.69      0.83 (g) 
Total from investment operations    $3.25      $(9.80   $4.92      $6.22      $0.91   
Less distributions declared to shareholders                               

From net investment income

   $(0.33   $(0.25   $(0.67   $—      $—   

From net realized gain on investments

   (1.11   (3.19   (3.31   (1.17     

Total distributions declared to shareholders

   $(1.44   $(3.44   $(3.98   $(1.17   $—   

Net asset value, end of period

   $20.37      $18.56      $31.80      $30.86      $25.81   

Total return (%) (r)(s)

   19.25      (34.40   17.58      24.95      3.65 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                              

Expenses before expense reductions (f)

   1.28      1.23      1.31      1.29      1.44 (a) 

Expenses after expense reductions (f)

   1.28      1.23      1.31      1.29      1.44 (a) 

Net investment income

   1.25      1.39      0.23      1.88      0.54 (a) 

Portfolio turnover

   17      23      27      39      39   

Net assets at end of period (000 omitted)

   $631      $552      $5,297      $65      $52   

Any redemption fees charged by the fund during the 2005 fiscal year resulted in a per share impact of less than $0.01.

(a) Annualized.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(g) The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.
(i) For the period from the class’ inception, April 1, 2005, 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.

See Notes to Financial Statements

 

23


Table of Contents

 

NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

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

 

(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 revenues and expenses during the reporting period. In making these estimates and assumptions, management has considered the effects, if any, of events occurring after the date of the fund’s Statement of Assets and Liabilities through December 17, 2009 which is the date that the financial statements were issued. Actual results could differ from those estimates. The fund can invest 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.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Equity securities held short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. Forward foreign currency contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued

 

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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 affect 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

 

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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.

The fund has adopted FASB Accounting Standard Codification 820, Fair Value Measurements and Disclosures (“ASC 820”), which provides a single definition of fair value, a hierarchy for measuring fair value and expanded disclosures about fair value measurements.

Various inputs are used in determining the value of the fund’s assets or liabilities carried at market value. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments not reflected in total investments, such as futures, forwards, swap contracts, and written options. The following is a summary of the levels used as of October 31, 2009 in valuing the fund’s assets or liabilities carried at market value:

 

Investments at Value    Level 1    Level 2    Level 3    Total
Equity Securities:            

United States

   $158,653,361    $—    $—    $158,653,361

France

   5,345,110    49,239,917       54,585,027

Switzerland

   3,454,455    49,159,577       52,614,032

United Kingdom

   1,346,288    38,434,455       39,780,743

Germany

   9,930,821    20,677,118       30,607,939

Japan

      24,911,616       24,911,616

Netherlands

   15,288,280    9,216,620       24,504,900

Canada

   5,587,446          5,587,446

South Korea

      5,048,734       5,048,734

Other Countries

   2,611,868    6,106,339       8,718,207
Mutual Funds    2,272,358          2,272,358
Total Investments    $204,489,987    $202,794,376    $—    $407,284,363

Country disclosure is based on the country of domicile. For further information regarding security characteristics, see the Portfolio of Investments.

Repurchase Agreements – The fund may enter into repurchase agreements with approved counterparties. Each repurchase agreement is recorded at cost.

 

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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.

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 may use derivatives for different purposes, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the fund, or as alternatives to direct investments. Derivatives may be 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.

Derivative instruments include written options, purchased options, futures contracts, forward foreign currency exchange contracts, and swap agreements. For the year ended October 31, 2009, the fund did not invest in any derivative instruments and accordingly there is no impact to the financial statements.

Security Loans – JPMorgan Chase and Co. (“Chase”), as lending agent, may loan the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. 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. 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. Chase provides the fund with indemnification against Borrower default. The fund bears the risk of loss with respect to the investment of cash collateral. On loans collateralized by cash, the cash collateral is invested in short-term securities. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund

 

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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 included in interest income on the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At October 31, 2009, there were no securities on loan.

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date.

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

Fees Paid Indirectly – The fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the year ended October 31, 2009, is shown as a reduction of total expenses on 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 for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements.

 

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

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

 

     10/31/09    10/31/08
Ordinary income (including any short-term capital gains)    $6,854,304    $6,806,080
Long-term capital gain    23,141,778    74,157,094
Total distributions    $29,996,082    $80,963,174

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

 

As of 10/31/09       
Cost of investments    $393,188,278   
Gross appreciation    61,146,814   
Gross depreciation    (47,050,729
Net unrealized appreciation (depreciation)    $14,096,085   
Undistributed ordinary income    3,396,906   
Capital loss carryforwards    (12,098,244
Other temporary differences    (25,130

As of October 31, 2009, the fund had capital loss carryforwards available to offset future realized gains. Such losses expire as follows:

 

10/31/17    $(12,098,244

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

 

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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 on 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
10/31/09
   Year ended
10/31/08
   Year ended
10/31/09
   Year ended
10/31/08
Class A    $3,942,190    $2,818,327    $15,275,424    $47,448,511
Class B    75,804       2,341,277    9,708,653
Class C    149,053    43,366    1,722,265    5,397,030
Class I    942,596    616,920    2,933,832    7,640,525
Class J (f)    28,315       384,108    1,481,047
Class R (b)             471,843
Class R1    21,512    25,251    216,806    569,906
Former Class R2 (b)       4,110       102,375
Class R2    219,417    120,877    1,052,907    2,356,874
Class R3    129,672    82,742    518,575    1,524,560
Class R4    9,665    40,356    32,664    509,901
Total    $5,518,224    $3,751,949    $24,477,858    $77,211,225

 

(b) At the close of business on April 18, 2008, Class R and Class R2 shares converted into Class R3 shares. Following this conversion, Class R3, Class R4, and Class R5 shares were renamed Class R2, Class R3, and Class R4 shares, respectively.
(f) Class J shares closed on February 27, 2009.

 

(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    0.90
Next $1 billion of average daily net assets    0.75
Average daily net assets in excess of $2 billion    0.65

The management fee incurred for the year ended October 31, 2009 was equivalent to an annual effective rate of 0.90% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $22,843 for the year ended October 31, 2009, 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 class shares 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

 

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distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
   Service
Fee Rate (d)
   Total
Distribution
Plan (d)
   Annual
Effective
Rate (e)
   Distribution
and Service
Fee
Class A       0.25%    0.25%    0.25%    $612,907
Class B    0.75%    0.25%    1.00%    1.00%    302,663
Class C    0.75%    0.25%    1.00%    1.00%    244,493
Class J (f)    0.70%    0.25%    0.95%    0.95%    15,660
Class R1    0.75%    0.25%    1.00%    1.00%    33,525
Class R2    0.25%    0.25%    0.50%    0.50%    82,816
Class R3       0.25%    0.25%    0.25%    22,250
Total Distribution and Service Fees             $1,314,314

 

(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’ average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended October 31, 2009 based on each class’ average daily net assets. Prior to March 1, 2009, payment of the 0.10% annual Class A distribution fee was not in effect. Effective March 1, 2009, the 0.10% Class A annual distribution fee was eliminated.
(f) Includes fees that MFD pays to financial intermediaries and for services rendered as the fund’s agent company in Japan. Class J shares closed on February 27, 2009.

Certain Class A shares purchased prior to September 1, 2008 are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 12 months of purchase. Certain Class A shares purchased on or subsequent to September 1, 2008 are subject to a CDSC in the event of a shareholder redemption within 24 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 October 31, 2009, were as follows:

 

     Amount
Class A    $601
Class B    33,444
Class C    1,165

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended October 31, 2009, the fee was

 

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$376,097, which equated to 0.0994% 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 October 31, 2009, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $541,760.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund partially reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended October 31, 2009 was equivalent to an annual effective rate of 0.0213% 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 $2,481 and the Retirement Deferral plan resulted in a net decrease in expense of $1,127. Both amounts are included in independent Trustees’ compensation for the year ended October 31, 2009. The liability for deferred retirement benefits payable to certain independent Trustees under both plans amounted to $43,956 at October 31, 2009, and is included in payable for independent Trustees’ compensation on the Statement of Assets and Liabilities.

 

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Other – This fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the year ended October 31, 2009, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $4,664 and are included in miscellaneous expense on the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $2,409, which is shown as a reduction of total expenses in the Statement of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.

The fund may invest in a money market fund managed by MFS which seeks a high level of current income consistent with preservation of capital and liquidity. Income earned on this investment is included in dividends from underlying funds on the Statement of Operations. This money market fund does not pay a management fee to MFS.

 

(4)   Portfolio Securities

Purchases and sales of investments, other than U.S. Government securities, purchased option transactions, and short-term obligations, aggregated $65,344,952 and $129,927,444, respectively.

 

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(5)   Shares of Beneficial Interest

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

 

     Year ended
10/31/09
   Year ended
10/31/08
     Shares    Amount    Shares     Amount
Shares sold           

Class A

   2,510,880    $42,460,515    3,506,592      $95,399,638

Class B

   208,083    3,359,888    194,481      4,693,530

Class C

   223,886    3,432,199    219,281      5,312,965

Class I

   1,345,704    25,170,599    898,905      23,842,778

Class J (f)

   546    8,423    0 (1)    101

Class R (b)

         103,206      3,103,883

Class R1

   49,237    775,046    97,315      2,523,558

Former Class R2 (b)

         11,265      290,282

Class R2

   222,986    3,694,023    519,532      13,638,414

Class R3

   176,420    2,920,809    163,648      4,385,440

Class R4

   6,578    114,499    36,818      959,139
   4,744,320    $81,936,001    5,751,043      $154,149,728
Shares issued to shareholders in reinvestment of distributions           

Class A

   1,076,556    $17,946,135    1,691,798      $46,930,408

Class B

   144,427    2,264,623    339,588      8,839,547

Class C

   102,679    1,556,612    191,843      4,859,367

Class I

   227,891    3,876,428    291,885      8,257,445

Class J (f)

   225    3,465    320      8,220

Class R (b)

         14,427      397,452

Class R1

   15,495    238,318    23,168      595,157

Former Class R2 (b)

         4,106      106,485

Class R2

   75,143    1,223,324    91,329      2,477,751

Class R3

   39,075    648,247    58,215      1,607,302

Class R4

   2,536    42,329    19,816      550,257
   1,684,027    $27,799,481    2,726,495      $74,629,391

 

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     Year ended
10/31/09
    Year ended
10/31/08
 
     Shares     Amount     Shares     Amount  
Shares reacquired         

Class A

   (3,610,383   $(60,136,121   (6,098,268   $(159,848,690

Class B

   (982,347   (15,265,083   (1,757,804   (43,292,551

Class C

   (358,451   (5,364,955   (602,595   (13,968,493

Class I

   (2,699,865   (54,504,065   (1,002,335   (25,479,010

Class J (f)

   (382,972   (4,967,052   (89,229   (2,074,392

Class R (b)

             (324,950   (9,283,684

Class R1

   (36,348   (542,946   (68,569   (1,626,339

Former Class R2 (b)

             (44,102   (1,104,978

Class R2

   (284,182   (4,684,394   (340,460   (8,412,921

Class R3

   (143,339   (2,375,596   (189,298   (4,692,381

Class R4

   (7,861   (136,568   (193,516   (4,728,711
   (8,505,748   $(147,976,780   (10,711,126   $(274,512,150
Net change         

Class A

   (22,947   $270,529      (899,878   $(17,518,644

Class B

   (629,837   (9,640,572   (1,223,735   (29,759,474

Class C

   (31,886   (376,144   (191,471   (3,796,161

Class I

   (1,126,270   (25,457,038   188,455      6,621,213   

Class J (f)

   (382,201   (4,955,164   (88,909   (2,066,071

Class R (b)

             (207,317   (5,782,349

Class R1

   28,384      470,418      51,914      1,492,376   

Former Class R2 (b)

             (28,731   (708,211

Class R2

   13,947      232,953      270,401      7,703,244   

Class R3

   72,156      1,193,460      32,565      1,300,361   

Class R4

   1,253      20,260      (136,882   (3,219,315
   (2,077,401   $(38,241,298   (2,233,588   $(45,733,031

 

(b) At the close of business on April 18, 2008, Class R and Class R2 shares converted into Class R3 shares. Following this conversion, Class R3, Class R4, and Class R5 shares were renamed Class R2, Class R3, and Class R4 shares, respectively.
(f) Class J shares closed on February 27, 2009.
(1) Less than 1 share.

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.1 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 Federal Reserve funds rate or 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

 

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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 Federal Reserve funds rate plus an agreed upon spread. For the year ended October 31, 2009, the fund’s commitment fee and interest expense were $5,413 and $6,133, respectively, and are included in miscellaneous expense on the Statement of Operations.

 

(7)   Transactions in Underlying Funds-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:

 

Underlying Funds    Beginning
Shares/Par
Amount
   Acquisitions
Shares/Par
Amount
   Dispositions
Shares/Par
Amount
     Ending
Shares/Par
Amount
MFS Institutional Money
Market Portfolio
   2,072,364    58,125,216    (57,925,222    2,272,358
Underlying Funds    Realized
Gain (Loss)
   Capital Gain
Distributions
   Dividend
Income
     Ending
Value
MFS Institutional Money
Market Portfolio
   $—    $—    $10,075       $2,272,358

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities of MFS Global Equity Fund (the Fund), (one of the portfolios comprising MFS Series Trust VI), including the portfolio of investments, as of October 31, 2009, 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 October 31, 2009, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers 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 Global Equity Fund at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

LOGO

Boston, Massachusetts

December 17, 2009

 

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TRUSTEES AND OFFICERS —

IDENTIFICATION AND BACKGROUND

The Trustees and officers of the Trust, as of December 1, 2009, 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 500 Boylston Street, Boston, Massachusetts 02116.

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

INTERESTED TRUSTEES      
Robert J. Manning (k)
(born 10/20/63)
  Trustee    February 2004    Massachusetts Financial Services Company, Chief Executive Officer, President, Chief Investment Officer and Director
Robert C. Pozen (k)
(born 8/08/46)
  Trustee    February 2004    Massachusetts Financial Services Company, Chairman (since February 2004); Medtronic, Inc, (medical devices), Director (since 2004); Harvard Business School (education), Senior Lecturer (since 2008); Bell Canada Enterprises (telecommunications), Director (until February 2009); The Bank of New York, Director (finance), (March 2004 to May 2005); Telesat (satellite communications), Director (until November 2007)
INDEPENDENT TRUSTEES      
David H. Gunning
(born 5/30/42)
  Trustee and Chair of Trustees    January 2004    Retired; Cleveland-Cliffs Inc. (mining products and service provider), Vice Chairman/Director (until May 2007); Lincoln Electric Holdings, Inc. (welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting), Director/Non Executive Chairman; Southwest Gas Corp. (natural gas distribution), Director (until May 2004); Portman Limited (mining), Director (until 2008)

 

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Trustees and Officers – continued

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Robert E. Butler (n)

(born 11/29/41)

  Trustee    January 2006    Consultant – investment company industry regulatory and compliance matters (since July 2002); PricewaterhouseCoopers LLP (professional services firm), Partner (until 2002)
Lawrence H. Cohn, M.D.
(born 3/11/37)
  Trustee    June 1989    Brigham and Women’s Hospital, Senior Cardiac Surgeon (since 2005); Harvard Medical School, Professor of Cardiac Surgery; Partners HealthCare, Physician Director of Medical Device Technology (since 2006); Brigham and Women’s Hospital, Chief of Cardiac Surgery (until 2005)

Maureen R. Goldfarb

(born 4/6/55)

  Trustee    January 2009    Private investor; John Hancock Financial Services, Inc., Executive Vice President (until 2004); John Hancock Mutual Funds, Trustee and Chief Executive Officer (until 2004)
William R. Gutow
(born 9/27/41)
  Trustee    December 1993    Private investor and real estate consultant; Capital Entertainment Management Company (video franchise), Vice Chairman; Atlantic Coast Tan (tanning salons), Vice Chairman (until 2007); Texas Donuts (donut franchise), Vice Chairman (until 2009)
Michael Hegarty
(born 12/21/44)
  Trustee    December 2004    Private investor; AXA Financial (financial services and insurance), Vice Chairman and Chief Operating Officer (until 2001); The Equitable Life Assurance Society (insurance), President and Chief Operating Officer (until 2001)
J. Atwood Ives
(born 5/01/36)
  Trustee    February 1992    Private investor; KeySpan Corporation (energy related services), Director (until 2004)

 

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Trustees and Officers – continued

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

John P. Kavanaugh

(born 11/4/54)

  Trustee    January 2009    Private investor; The Hanover Insurance Group, Inc., Vice President and Chief Investment Officer (until 2006); Allmerica Investment Trust, Allmerica Securities Trust and Opus Investment Trust (investment companies), Chairman, President and Trustee (until 2006)
J. Dale Sherratt
(born 9/23/38)
  Trustee    June 1989    Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General Partner
Laurie J. Thomsen
(born 8/05/57)
  Trustee    March 2005    New Profit, Inc. (venture philanthropy), Executive Partner (since 2006); Private investor; The Travelers Companies (commercial property liability insurance), Director; Prism Venture Partners (venture capital), Co-founder and General Partner (until June 2004)
Robert W. Uek
(born 5/18/41)
  Trustee    January 2006    Consultant to investment company industry; PricewaterhouseCoopers LLP (professional services firm), Partner (until 1999); TT International Funds (mutual fund complex), Trustee (until 2005); Hillview Investment Trust II Funds (mutual fund complex), Trustee (until 2005)
OFFICERS        
Maria F. Dwyer (k)
(born 12/01/58)
  President    March 2004    Massachusetts Financial Services Company, Executive Vice President and Chief Regulatory Officer (since March 2004) Chief Compliance Officer (since December 2006); Fidelity Management & Research Company, Vice President (prior to March 2004); Fidelity Group of Funds, President and Treasurer (until March 2004)

 

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Trustees and Officers – continued

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Christopher R. Bohane (k)
(born 1/18/74)
  Assistant Secretary and Assistant Clerk    July 2005    Massachusetts Financial Services Company, Vice President and Senior Counsel

John M. Corcoran (k)

(born 04/13/65)

  Treasurer    October 2008    Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until September 2008)
Ethan D. Corey (k)
(born 11/21/63)
  Assistant Secretary and Assistant Clerk    July 2005    Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel (since 2004); Dechert LLP (law firm), Counsel (prior to December 2004)
David L. DiLorenzo (k)
(born 8/10/68)
  Assistant Treasurer    July 2005    Massachusetts Financial Services Company, Vice President (since June 2005); JP Morgan Investor Services, Vice President (until June 2005)
Timothy M. Fagan (k)
(born 7/10/68)
  Assistant Secretary and Assistant Clerk    September 2005    Massachusetts Financial Services Company, Vice President and Senior Counsel (since September 2005); John Hancock Advisers, LLC, Vice President, Senior Attorney and Chief Compliance Officer (until August 2005)
Mark D. Fischer (k)
(born 10/27/70)
  Assistant Treasurer    July 2005    Massachusetts Financial Services Company, Vice President (since May 2005); JP Morgan Investment Management Company, Vice President (until May 2005)

 

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Trustees and Officers – continued

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Robyn L. Griffin
(born 7/04/75)
  Assistant Independent Chief Compliance Officer    August 2008    Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice President (October 2006 – July 2008); Liberty Mutual Group (insurance), Personal Market Assistant Controller (April 2006 – October 2006); Deloitte & Touche LLP (professional services firm), Senior Manager (prior to April 2006)

Brian E. Langenfeld (k)

(born 3/07/73)

  Assistant Secretary and Assistant Clerk    June 2006    Massachusetts Financial Services Company, Vice President and Senior Counsel (since May 2006); John Hancock Advisers, LLC, Assistant Vice President and Counsel (until April 2006)
Ellen Moynihan (k)
(born 11/13/57)
  Assistant Treasurer    April 1997    Massachusetts Financial Services Company, Senior Vice President

Susan S. Newton (k)

(born 3/07/50)

  Assistant Secretary and Assistant Clerk    May 2005    Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel (since April 2005); John Hancock Advisers, LLC, Senior Vice President, Secretary and Chief Legal Officer (until April 2005)
Susan A. Pereira (k)
(born 11/05/70)
  Assistant Secretary and Assistant Clerk    July 2005    Massachusetts Financial Services Company, Vice President and Senior Counsel (since June 2004); Bingham McCutchen LLP (law firm), Associate (until June 2004)
Mark N. Polebaum (k)
(born 5/01/52)
  Secretary and Clerk    January 2006    Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary (since January 2006); Wilmer Cutler Pickering Hale and Dorr LLP (law firm), Partner (until January 2006)

 

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Trustees and Officers – continued

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Frank L. Tarantino
(born 3/07/44)
  Independent Chief Compliance Officer    June 2004    Tarantino LLC (provider of compliance services), Principal (since June 2004); CRA Business Strategies Group (consulting services), Executive Vice President (until June 2004)
Richard S. Weitzel (k)
(born 7/16/70)
  Assistant Secretary and Assistant Clerk    October 2007    Massachusetts Financial Services Company, Vice President and Assistant General Counsel (since 2004); Massachusetts Department of Business and Technology, General Counsel (until April 2004)
James O. Yost (k)
(born 6/12/60)
  Assistant Treasurer    September 1990    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, Messrs. Pozen and Manning served as Advisory Trustees. For the period March 2008 until October 2008, Ms. Dwyer served as Treasurer of the Funds.
(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 position with MFS. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.
(n) In 2004 and 2005, Mr. Butler provided consulting services to the independent compliance consultant retained by MFS pursuant to its settlement with the SEC concerning market timing and related matters. The terms of that settlement required that compensation and expenses related to the independent compliance consultant be borne exclusively by MFS and, therefore, MFS paid Mr. Butler for the services he rendered to the independent compliance consultant. In 2004 and 2005, MFS paid Mr. Butler a total of $351,119.29.

Each Trustee (except Messrs. Butler, Kavanaugh and Uek and Ms. Goldfarb) 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 held a shareholders’ meeting in 2005 to elect Trustees, and will hold a shareholders’ meeting at least once every five years thereafter, to elect Trustees. Messrs. Butler, Kavanaugh, Sherratt, Uek and Ms. Thomsen are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of January 1, 2009, the Trustees served as board members of 104 funds within the MFS Family of Funds.

 

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Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
500 Boylston Street, Boston, MA 02116-3741
  JPMorgan Chase Bank
One Chase Manhattan Plaza, New York, NY 10081
Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
500 Boylston Street, Boston, MA 02116-3741
  Ernst & Young LLP
200 Clarendon Street, Boston, MA 02116
Portfolio Managers  
David Mannheim  
Roger Morley  

 

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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, 2009 (“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 Chief Compliance Officer, a full-time 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2008 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper, Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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,

 

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Board Review of Investment Advisory Agreement – continued

 

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, (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, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. 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 Lipper Inc., 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, 2008, 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 2nd quintile for the one-year period and the 1st quintile for the five-year period ended December 31, 2008 relative to the Lipper performance universe. Because of the passage of time, these performance results are likely to differ from the performance results for more recent periods, including those shown elsewhere in this report.

 

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Board Review of Investment Advisory Agreement – continued

 

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 Lipper Inc. The Trustees considered that, according to the Lipper data (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 Lipper expense group median, and the Fund’s total expense ratio was approximately at the Lipper expense group median.

The Trustees also considered the advisory fees charged by MFS to institutional accounts. 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 in comparison to institutional accounts, 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, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.

The Trustees also considered whether the Fund is likely to benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund. They noted that the Fund’s advisory fee rate schedule is currently subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2 billion. The Trustees concluded that the existing breakpoints were sufficient to allow the Fund to benefit from economies of scale as its assets grow.

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

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the

 

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Board Review of Investment Advisory Agreement – continued

 

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 entry into the industry of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Funds 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 a majority of 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, 2009.

A discussion regarding the Board’s most recent review and renewal of the fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of the MFS Web site (mfs.com).

 

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PROXY VOTING POLICIES AND INFORMATION

A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling
1-800-225-2606, by visiting the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com 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. The fund’s Form N-Q 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. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and copies of this information 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.

A shareholder can also obtain the quarterly portfolio holdings report at mfs.com.

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 by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of mfs.com.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2009 income tax forms in January 2010. 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 for the 15% tax rate.

The fund designates $25,456,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 53.11% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

Income derived from foreign sources was $6,525,377. The fund intends to pass through foreign tax credits of $672,719 for the fiscal year.

 

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MFS® PRIVACY NOTICE

Privacy is a concern for every investor today. At MFS Investment Management® and the MFS funds, we take this concern very seriously. We want you to understand our policies about the investment products and services that we offer, and how we protect the nonpublic personal information of investors who have a direct relationship with us and our wholly owned subsidiaries.

Throughout our business relationship, you provide us with personal information. We maintain information and records about you, your investments, and the services you use. Examples of the nonpublic personal information we maintain include

 

  Ÿ  

data from investment applications and other forms

  Ÿ  

share balances and transactional history with us, our affiliates, or others

  Ÿ  

facts from a consumer reporting agency

We do not disclose any nonpublic personal information about our customers or former customers to anyone, except as permitted by law. We may share nonpublic personal information with third parties or certain of our affiliates in connection with servicing your account or processing your transactions. We may share information with companies or financial institutions that perform marketing services on our behalf or with other financial institutions with which we have joint marketing arrangements, subject to any legal requirements.

Authorization to access your nonpublic personal information is limited to appropriate personnel who provide products, services, or information to you. We maintain physical, electronic, and procedural safeguards to help protect the personal information we collect about you.

If you have any questions about the MFS privacy policy, please call 1-800-225-2606 any business day.

Note: If you own MFS products or receive MFS services 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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CONTACT US

Web site

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

Account service and literature

Shareholders

1-800-225-2606

Investment professionals

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

LOGO

Save paper with eDelivery. MFS® will send you prospectuses, reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter. LOGO 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, and eDelivery may not be available to you.

LOGO

 


Table of Contents

LOGO


Table of Contents

MFS® Global Total Return Fund

 

LETTER FROM THE CEO      1
PORTFOLIO COMPOSITION      2
MANAGEMENT REVIEW      3
PERFORMANCE SUMMARY      7
EXPENSE TABLE      10
PORTFOLIO OF INVESTMENTS      12
STATEMENT OF ASSETS AND LIABILITIES      24
STATEMENT OF OPERATIONS      25
STATEMENTS OF CHANGES IN NET ASSETS      26
FINANCIAL HIGHLIGHTS      27
NOTES TO FINANCIAL STATEMENTS      32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      50
TRUSTEES AND OFFICERS      51
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT      58
PROXY VOTING POLICIES AND INFORMATION      62
QUARTERLY PORTFOLIO DISCLOSURE      62
FURTHER INFORMATION      62
FEDERAL TAX INFORMATION      62
MFS® PRIVACY NOTICE      63
CONTACT INFORMATION    BACK COVER

SIPC Contact Information:

You may obtain information about the Securities Investor Protection Corporation (“SIPC”), including the SIPC Brochure, by contacting SIPC either by telephone (202-371-8300) or by accessing SIPC’s website address (www.sipc.org).

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 Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE

 

10/31/09

MWT-ANN


Table of Contents

LOGO

 

LETTER FROM THE CEO

Dear Shareholders:

There remains some question as to when the global economy will achieve a sustainable recovery. While some economists and market watchers are optimistic that the worst is behind us, a number also agree with U.S. Federal Reserve Board Chairman Ben Bernanke who said in September that “even though from a technical perspective the recession is very likely over at this point, it’s still going to feel like a very weak economy for some time.”

Have we in fact turned the corner? We have seen tremendous rallies in the markets over the past six months. The Fed has cut interest rates aggressively toward zero to support credit markets, global deleveraging has helped diminish inflationary concerns, and stimulus measures have put more money in the hands of the government and individuals to keep the economy moving. Still, unemployment remains high, consumer confidence and spending continue to waiver, and the housing market, while improving, has a long way to go to recover.

Regardless of lingering market uncertainties, MFS® is confident that the fundamental principles of long-term investing will always apply. We encourage investors to speak with their advisors to identify and research long-term investment opportunities thoroughly. Global research continues to be one of the hallmarks of MFS, along with a unique collaboration between our portfolio managers and sector analysts, who regularly discuss potential investments before making both buy and sell decisions.

As we continue to dig out from the worst financial crisis in decades, keep in mind that while the road back to sustainable recovery will be slow, gradual, and even bumpy at times, conditions are significantly better than they were six months ago.

Respectfully,

LOGO

Robert J. Manning

Chief Executive Officer and Chief Investment Officer

MFS Investment Management®

December 15, 2009

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

 

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Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure (i)

LOGO

 

Top ten holdings (i)  
Government of Japan, 1.7%, 2017   4.8%
Republic of Italy, 4.75%, 2013   3.4%
Republic of Italy, 5.25%, 2017   2.3%
Nestle S.A.   1.9%
Kingdom of Spain, 5%, 2012   1.6%
Vodafone Group PLC   1.6%
Government of Japan, 2.1%, 2024   1.5%
Sanofi-Aventis S.A.   1.4%
Lockheed Martin Corp.   1.3%
Republic of Ireland, 4.6%, 2016   1.3%
Equity sectors  
Financial Services   10.7%
Health Care   8.1%
Consumer Staples   8.0%
Utilities & Communications   6.4%
Energy   5.6%
Industrial Goods & Services   4.9%
Technology   3.8%
Leisure   2.8%
Special Products & Services   2.1%
Retailing   1.6%
Basic Materials   1.4%
Transportation   1.3%
Autos & Housing   1.0%

 

 

Fixed income sectors (i)  
Non-U.S. Government Bonds   27.4%
U.S. Treasury Securities   5.0%
Emerging Markets Bonds   2.4%
Mortgage-Backed Securities   1.5%
Commercial Mortgage-Backed Securities   0.8%
U.S. Government Agencies   0.7%
High Grade Corporates   0.3%
Country weightings (i)  
United States   35.9%
Japan   16.0%
United Kingdom   10.7%
France   6.2%
Italy   6.2%
Switzerland   4.9%
Germany   4.2%
Netherlands   3.8%
Spain   2.9%
Other Countries   9.2%

 

(i) For purposes of this presentation, the bond component includes accrued interest amounts and may be positively or negatively impacted by the equivalent exposure from any derivative holdings, if applicable.

Percentages are based on net assets as of 10/31/09, unless otherwise noted.

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

 

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MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2009, Class A shares of the MFS Global Total Return Fund (the “fund”) provided a total return of 16.10%, at net asset value. This compares with a return of 19.21% for the fund’s benchmark, the MSCI World Index. The fund’s other benchmark, a blended benchmark comprised of 60% of the MSCI World Index and 40% of the JPMorgan Global Government Bond Index (unhedged), which closely resembles the equity and fixed income allocations of the fund, generated a total return of 18.35%. The JPMorgan Global Government Bond Index (unhedged) generated a return of 15.55% over the same period.

Market Environment

The global economy and financial markets experienced substantial deterioration and extraordinary volatility over most of the reporting period. Through the first quarter of 2009, the strong headwinds in the U.S. included accelerated deterioration in the housing market, anemic corporate investment, a rapidly declining job market, and a much tighter credit environment. During the very early stages of the period, a series of tumultuous financial events hammered markets. As a result of this turbulent news, global equity markets pushed significantly lower and credit markets witnessed the worst market decline since the beginning of the credit crisis. The synchronized global downturn in economic activity experienced in the fourth quarter of 2008 and the first quarter of 2009 was among the most intense in the post-World War II period. Not only did Europe and Japan fall into very deep recessions, but an increasingly powerful engine of global growth – emerging markets – also contracted almost across the board. The subsequent recovery in global activity has been similarly synchronized, led importantly by emerging Asian economies, but broadening to include most of the global economy to varying degrees. Primary drivers of the recovery include an unwinding of the inventory destocking that took place earlier, as well as massive fiscal and monetary stimulus. As a result, credit conditions and equity indices improved considerably during the second half of the period. Nevertheless, the degree of financial and macroeconomic dislocation remained significant.

During the first half of the reporting period, the Fed implemented its final interest rate cut, while making increasing use of its new lending facilities to alleviate ever-tightening credit markets. On the fiscal front, the U.S. Treasury designed and began implementing a massive fiscal stimulus package. As inflationary concerns diminished in the face of global deleveraging, and equity and credit markets deteriorated more sharply, central banks around the world also cut interest rates dramatically. Globally, policy makers increasingly sought

 

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Management Review – continued

 

to coordinate their rescue efforts, which resulted in a number of international actions, such as the establishment of swap lines between the Federal Reserve and a number of other central banks, as well as a substantial increase in the financial resources of the International Monetary Fund. By the middle of the period, several central banks had approached their lower bound on policy rates and were examining the implementation and ramifications of quantitative easing as a means to further loosen monetary policy to offset the continuing fall in global economic activity. However, by the end of the period, there were broadening signs that the worst of the global macroeconomic deterioration had passed, which caused the subsequent rise in asset valuations. As most asset prices rebounded in the second half of the period and the demand for liquidity waned, the debate concerning monetary exit strategies had begun, creating added uncertainty regarding the forward path of policy rates.

Detractors from Performance

Within the equity portion of the fund, stock selection and, to a lesser extent, our underweighted position in the basic materials sector detracted from performance relative to the MSCI World Index. Not holding strong-performing mining giant BHP Billiton (U.K.) held back relative results as this stock significantly outperformed the benchmark over the reporting period.

Security selection in the special products and services and energy sectors also hindered relative returns. No individual securities within either sector were among the fund’s top relative detractors.

Individual securities in other sectors that hurt relative returns included defense contractor Lockheed Martin, household and cosmetics manufacturer Kao Corp. (Japan), telecommunications company KDDI Corp. (Japan), financial services provider Bank of New York Mellon, and cosmetics maker Kose Corp. (Japan)  (aa). Shares of Lockheed Martin fell on concerns about the future outlook for defense spending and weaker-than-expected earnings results towards the later part of the reporting period. Elsewhere, our ownership in shares of tobacco firm Japan Tobacco, and not owning computer maker Apple and Spanish bank Banco Santander, also dampened relative results.

The fund’s cash position was a detractor from relative performance. The fund 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.

Within the fixed income portion of the fund, there were no factors that materially detracted from performance relative to the JPMorgan Global Government Bond Index (unhedged).

 

4


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Management Review – continued

 

Contributors to Performance

Within the equity portion of the fund, stock selection in the transportation and utilities and communications sectors benefited relative performance. No individual holdings within either sector were among the fund’s top relative contributors for the reporting period.

Security selection in the autos and housing sector also contributed to relative returns. Swiss plumbing equipment maker Geberit was a standout relative performer within this sector. Shares of Geberit appreciated due to a combination of better-than-expected results and a strong balance sheet. The company’s above average dividend yield also helped its shares to outperform over the reporting period. Avoiding weak-performing German car maker Volkswagen also helped.

Elsewhere, the fund’s holdings of strong-performing financial services company DNB Holding A.S.A. (Norway), investment banking firm Goldman Sachs Group, electrical installation products make Legrand S.A. (France), lock maker ASSA ABLOY, and homecare products company Henkel KGaA (Germany) were top relative contributors. The strong rebound in most credit-sensitive financials during the second half of the reporting period pushed shares of DNB up sharply in excess of the market. Not holding poor-performing diversified industrial conglomerate General Electric and financial services firm Citigroup, and the timing of our ownership in shares of pharmaceutical firm Wyeth Pharmaceutical  (g), also had a positive effect on relative returns.

Within the fixed income portion of the fund, a greater exposure to emerging markets debt and commercial mortgage-backed securities benefited performance relative to the JPMorgan Global Government Bond Index (unhedged). Our exposure to Japanese, Australian, and Norwegian currencies and our overweight position in Treasury Inflation-Protected Securities (TIPS) also helped.

An underweight position in Italy through March of 2009 was another key contributor to relative results. Beginning in April 2009, the fund’s overweight in Italy, Ireland, Greece, Austria, Portugal, and Spain also boosted relative performance.

Respectfully,

 

Nevin Chitkara   Steven Gorham   Matthew Ryan
Portfolio Manager   Portfolio Manager   Portfolio Manager
Benjamin Stone   Erik Weisman   Barnaby Wiener
Portfolio Manager   Portfolio Manager   Portfolio Manager

 

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

 

5


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Management Review – continued

 

Note to Shareholders: Effective April 9, 2009, Benjamin Stone became a co-manager of the fund.

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

 

6


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PERFORMANCE SUMMARY THROUGH 10/31/09

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

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

Growth of a Hypothetical $10,000 Investment

LOGO

 

7


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Performance Summary – continued

 

Total Returns through 10/31/09

Average annual without sales charge

 

     Share class    Class inception date    1-yr    5-yr    10-yr    Life (t)     
    A    9/04/90    16.10%    5.79%    6.03%    N/A    
    B    9/07/93    15.27%    5.11%    5.34%    N/A    
    C    1/03/94    15.22%    5.10%    5.34%    N/A    
    I    1/02/97    16.27%    6.16%    6.40%    N/A    
    R1    4/01/05    15.20%    N/A    N/A    4.07%    
    R2    10/31/03    15.81%    5.51%    N/A    7.21%    
    R3    4/01/05    16.10%    N/A    N/A    4.85%    
    R4    4/01/05    16.33%    N/A    N/A    5.15%    
Comparative benchmarks                             
     MSCI World Index (f)    19.21%    3.20%    0.71%    N/A     
     60% MSCI World/40% JPMorgan Global
Government Bond Index (unhedged) (f)
   18.35%    4.74%    3.47%    N/A     
     JPMorgan Global Government Bond
Index (unhedged) (f)
   15.55%    6.07%    6.75%    N/A     
Average annual with sales charge                        
    A

With Initial Sales Charge (5.75%)

   9.42%    4.55%    5.41%    N/A    
    B

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

   11.27%    4.82%    5.34%    N/A    
    C

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

   14.22%    5.10%    5.34%    N/A    

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

CDSC – Contingent Deferred 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 information is provided for “life” periods. (See Notes to Performance Summary.)
(x) Assuming redemption at the end of the applicable period.

Benchmark Definitions

JPMorgan Global Government Bond Index (unhedged) – measures developed government bond markets around the world.

Morgan Stanley Capital International (MSCI) World Index – a market capitalization-weighted index that is designed to measure equity market performance in the global developed markets.

It is not possible to invest directly in an index.

 

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Table of Contents

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.

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

 

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EXPENSE TABLE

Fund expenses borne by the shareholders during the period,

May 1, 2009 through October 31, 2009

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

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


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Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
  Beginning
Account Value
5/01/09
  Ending
Account Value
10/31/09
  Expenses
Paid During
Period (p)
5/01/09-10/31/09
A   Actual   1.25%   $1,000.00   $1,181.45   $6.87
  Hypothetical (h)   1.25%   $1,000.00   $1,018.90   $6.36
B   Actual   2.00%   $1,000.00   $1,176.91   $10.97
  Hypothetical (h)   2.00%   $1,000.00   $1,015.12   $10.16
C   Actual   2.00%   $1,000.00   $1,176.18   $10.97
  Hypothetical (h)   2.00%   $1,000.00   $1,015.12   $10.16
I   Actual   1.00%   $1,000.00   $1,182.35   $5.50
  Hypothetical (h)   1.00%   $1,000.00   $1,020.16   $5.09
R1   Actual   2.00%   $1,000.00   $1,177.22   $10.98
  Hypothetical (h)   2.00%   $1,000.00   $1,015.12   $10.16
R2   Actual   1.50%   $1,000.00   $1,180.36   $8.24
  Hypothetical (h)   1.50%   $1,000.00   $1,017.64   $7.63
R3   Actual   1.25%   $1,000.00   $1,180.89   $6.87
  Hypothetical (h)   1.25%   $1,000.00   $1,018.90   $6.36
R4   Actual   1.00%   $1,000.00   $1,182.86   $5.50
  Hypothetical (h)   1.00%   $1,000.00   $1,020.16   $5.09

 

(h) 5% class return per year before expenses.
(p) Expenses paid is equal to each class’ annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

 

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PORTFOLIO OF INVESTMENTS

10/31/09

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 - 57.7%           
Issuer    Shares/Par   Value ($)
    
Aerospace - 3.1%           
Cobham PLC    807,340   $ 2,902,302
Lockheed Martin Corp.    133,750     9,200,663
Northrop Grumman Corp.    98,840     4,954,849
United Technologies Corp.    71,290     4,380,771
        
         $ 21,438,585
Alcoholic Beverages - 0.8%           
Heineken N.V.    129,040   $ 5,718,890
Apparel Manufacturers - 0.6%           
Compagnie Financiere Richemont S.A.    51,047   $ 1,429,197
NIKE, Inc., “B”    44,990     2,797,478
        
         $ 4,226,675
Broadcasting - 2.2%           
Fuji Television Network, Inc.    1,071   $ 1,570,482
Nippon Television Network Corp.    12,530     1,642,781
Omnicom Group, Inc.    71,690     2,457,533
Vivendi S.A.    172,488     4,777,587
Walt Disney Co.    124,920     3,419,060
WPP Group PLC    192,754     1,728,603
        
         $ 15,596,046
Brokerage & Asset Managers - 0.4%           
Daiwa Securities Group, Inc.    468,000   $ 2,487,245
Business Services - 1.5%           
Accenture Ltd., “A”    113,720   $ 4,216,738
Bunzl PLC    202,680     2,206,736
Nomura Research Institute Ltd.    55,600     1,206,243
USS Co. Ltd.    46,370     2,777,909
        
         $ 10,407,626
Chemicals - 1.4%           
3M Co.    31,270   $ 2,300,534
Givaudan S.A.    3,980     2,945,954
PPG Industries, Inc.    80,400     4,536,972
        
         $ 9,783,460

 

12


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Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Common Stocks - continued           
Computer Software - 0.4%           
Oracle Corp.    146,560   $ 3,092,416
Computer Software - Systems - 1.2%           
Fujitsu Ltd.    289,000   $ 1,680,371
International Business Machines Corp.    31,400     3,787,154
Konica Minolta Holdings, Inc.    325,500     3,036,102
        
         $ 8,503,627
Conglomerates - 0.3%           
Tomkins PLC    654,650   $ 1,801,173
Construction - 1.0%           
Geberit AG    28,614   $ 4,738,839
Sherwin-Williams Co.    37,700     2,150,408
        
         $ 6,889,247
Consumer Products - 2.2%           
Henkel KGaA, IPS    100,070   $ 4,538,458
Kao Corp.    262,200     5,889,417
Kose Corp.    101,900     2,235,894
Procter & Gamble Co.    40,405     2,343,490
        
         $ 15,007,259
Consumer Services - 0.3%           
Benesse Holdings, Inc.    44,000   $ 1,951,391
Electrical Equipment - 1.0%           
Legrand S.A.    110,010   $ 2,987,619
OMRON Corp.    108,500     1,837,296
Spectris PLC    217,980     2,416,475
        
         $ 7,241,390
Electronics - 1.6%           
Halma PLC    288,131   $ 1,074,065
Intel Corp.    165,820     3,168,820
Samsung Electronics Co. Ltd.    5,966     3,591,362
Taiwan Semiconductor Manufacturing Co. Ltd., ADR    311,494     2,971,653
        
         $ 10,805,900
Energy - Independent - 1.0%           
Apache Corp.    32,980   $ 3,104,078
Devon Energy Corp.    39,200     2,536,632
EOG Resources, Inc.    20,070     1,638,916
        
         $ 7,279,626

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Common Stocks - continued           
Energy - Integrated - 4.4%           
Chevron Corp.    99,410   $ 7,608,841
Exxon Mobil Corp.    59,820     4,287,299
Hess Corp.    43,030     2,355,462
Royal Dutch Shell PLC, “A”    261,410     7,752,738
TOTAL S.A.    139,350     8,297,833
        
         $ 30,302,173
Food & Beverages - 3.1%           
General Mills, Inc.    22,670   $ 1,494,406
J.M. Smucker Co.    22,243     1,172,873
Kellogg Co.    36,620     1,887,395
Nestle S.A.    280,941     13,059,546
Nong Shim Co. Ltd.    8,130     1,650,412
PepsiCo, Inc.    38,110     2,307,561
        
         $ 21,572,193
Food & Drug Stores - 1.0%           
CVS Caremark Corp.    87,920   $ 3,103,576
Kroger Co.    82,190     1,901,055
Lawson, Inc.    38,600     1,723,527
        
         $ 6,728,158
Insurance - 3.3%           
Allstate Corp.    129,910   $ 3,841,439
Aon Corp.    50,090     1,928,966
Hiscox Ltd.    317,165     1,658,021
ING Groep N.V. (a)    141,090     1,824,184
Jardine Lloyd Thompson Group PLC    261,580     1,942,756
MetLife, Inc.    153,460     5,222,244
Muenchener Ruckversicherungs-Gesellschaft AG    16,690     2,647,123
Travelers Cos., Inc.    35,380     1,761,570
Zurich Financial Services AG    8,510     1,948,205
        
         $ 22,774,508
Leisure & Toys - 0.2%           
NAMCO BANDAI Holdings, Inc.    108,700   $ 1,120,268
Machinery & Tools - 0.8%           
ASSA ABLOY AB, “B”    177,260   $ 3,156,676
Neopost S.A.    30,260     2,650,381
        
         $ 5,807,057

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Common Stocks - continued           
Major Banks - 5.6%           
Bank of New York Mellon Corp.    221,678   $ 5,909,935
Credit Agricole S.A.    176,855     3,396,529
Goldman Sachs Group, Inc.    32,560     5,540,735
HSBC Holdings PLC    423,910     4,687,213
JPMorgan Chase & Co.    127,370     5,320,245
PNC Financial Services Group, Inc.    33,100     1,619,914
State Street Corp.    76,250     3,200,975
Sumitomo Mitsui Financial Group, Inc.    97,200     3,338,746
UniCredito Italiano S.p.A. (a)    739,530     2,473,879
Wells Fargo & Co.    108,700     2,991,424
        
         $ 38,479,595
Medical Equipment - 1.3%           
Becton, Dickinson & Co.    23,560   $ 1,610,562
Medtronic, Inc.    67,770     2,419,389
Smith & Nephew PLC    431,709     3,819,450
Synthes, Inc.    11,040     1,310,122
        
         $ 9,159,523
Network & Telecom - 0.6%           
Nokia Oyj    350,230   $ 4,419,381
Oil Services - 0.2%           
National Oilwell Varco, Inc. (a)    36,720   $ 1,505,153
Other Banks & Diversified Financials - 1.2%           
Bangkok Bank Public Co. Ltd.    445,500   $ 1,478,981
DNB Holding A.S.A. (a)    303,800     3,485,393
Hachijuni Bank Ltd.    176,000     1,031,371
Sapporo Hokuyo Holdings, Inc.    212,900     713,807
Unione di Banche Italiane Scpa    89,196     1,273,042
        
         $ 7,982,594
Pharmaceuticals - 6.8%           
Abbott Laboratories    83,010   $ 4,197,816
Daiichi Sankyo Co. Ltd.    110,100     2,178,803
GlaxoSmithKline PLC    349,660     7,180,804
Hisamitsu Pharmaceutical Co., Inc.    17,300     592,645
Johnson & Johnson    67,870     4,007,724
Merck & Co., Inc. (a)    108,850     3,366,731
Merck KGaA    27,870     2,621,261
Pfizer, Inc.    248,040     4,224,121
Roche Holding AG    54,280     8,696,842

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Common Stocks - continued           
Pharmaceuticals - continued           
Sanofi-Aventis S.A.    134,210   $ 9,809,786
        
         $ 46,876,533
Printing & Publishing - 0.4%           
Reed Elsevier PLC    332,213   $ 2,520,120
Real Estate - 0.2%           
Deutsche Wohnen AG (a)    117,200   $ 1,336,511
Telecommunications - Wireless - 2.5%           
KDDI Corp.    1,185   $ 6,296,681
Vodafone Group PLC    5,039,115     11,148,993
        
         $ 17,445,674
Telephone Services - 2.6%           
AT&T, Inc.    245,840   $ 6,310,713
China Unicom Ltd.    1,026,000     1,316,200
Royal KPN N.V.    387,050     7,017,169
Telefonica S.A.    133,060     3,713,958
        
         $ 18,358,040
Tobacco - 1.9%           
British American Tobacco PLC    126,310   $ 4,032,992
Japan Tobacco, Inc.    871     2,427,719
Philip Morris International, Inc.    139,800     6,620,928
        
         $ 13,081,639
Trucking - 1.3%           
TNT N.V.    153,258   $ 4,060,487
Yamato Holdings Co. Ltd.    348,800     5,186,997
        
         $ 9,247,484
Utilities - Electric Power - 1.3%           
Dominion Resources, Inc.    75,524   $ 2,574,613
E.ON AG    101,284     3,871,448
FPL Group, Inc.    29,760     1,461,216
PPL Corp.    42,480     1,250,611
        
         $ 9,157,888
Total Common Stocks (Identified Cost, $377,110,791)        $ 400,105,048

 

16


Table of Contents

Portfolio of Investments – continued

 

Bonds - 37.7%             
Issuer    Shares/Par   Value ($)
    
Asset Backed & Securitized - 0.8%             
Bayview Commercial Asset Trust, FRN, 0.896%, 2023 (z)    CAD 560,000   $ 372,291
Commercial Mortgage Asset Trust, FRN, 0.851%, 2032 (i)(z)    $ 11,996,860     340,903
Commercial Mortgage Pass-Through Certificates, FRN, 0.435%, 2017 (n)      1,400,000     1,194,790
Commercial Mortgage Pass-Through Certificates, FRN, 0.445%, 2017 (n)      1,645,178     1,436,642
First Union National Bank Commercial Mortgage Trust, FRN, 0.897%, 2043 (i)(n)      22,583,344     215,262
Greenwich Capital Commercial Funding Corp., FRN, 5.918%, 2038      945,000     906,083
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.882%, 2051      1,110,000     977,819
        
           $ 5,443,790
Building - 0.0%             
Odebrecht Finance Ltd., 7%, 2020 (z)    $ 104,000   $ 98,280
Emerging Market Quasi-Sovereign - 1.5%             
Banco do Brasil S.A., 8.5%, 2049 (z)    $ 100,000   $ 102,900
BNDES Participacoes S.A., 6.5%, 2019 (n)      292,000     307,330
Empresa Nacional del Petroleo, 6.25%, 2019 (n)      651,000     694,144
Gaz Capital S.A., 8.125%, 2014 (n)      751,000     793,281
KazMunaiGaz Finance B.V., 11.75%, 2015 (n)      1,164,000     1,390,980
Majapahit Holding B.V., 7.75%, 2020 (z)      774,000     767,436
Mubadala Development Co., 7.625%, 2019 (n)      654,000     742,290
National Agricultural Co., 5%, 2014 (n)      100,000     101,783
Pemex Project Funding Master Trust, 5.75%, 2018      653,000     646,470
Petrobras International Finance Co., 7.875%, 2019      679,000     767,270
Petrobras International Finance Co., 5.75%, 2020      100,000     99,700
Petrobras International Finance Co., 6.875%, 2040      700,000     699,300
Petroleum Co. of Trinidad & Tobago Ltd., 6%, 2022      774,000     719,820
Qtel International Finance Ltd., 7.875%, 2019 (n)      967,000     1,128,421
Ras Laffan Liquefied Natural Gas Co. Ltd., 6.75%, 2019 (n)      1,200,000     1,323,724
        
           $ 10,284,849
Emerging Market Sovereign - 0.7%             
Emirate of Abu Dhabi, 6.75%, 2019 (n)    $ 375,000   $ 428,628
Republic of Brazil, 5.625%, 2041      695,000     653,300
Republic of Croatia, 6.75%, 2019 (z)      765,000     772,076
Republic of Peru, 7.125%, 2019      601,000     682,135
Republic of Peru, 7.35%, 2025      700,000     803,250
Republic of Poland, 6.375%, 2019      953,000     1,049,406

 

17


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Bonds - continued             
Emerging Market Sovereign - continued             
State of Qatar, 6.55%, 2019 (n)    $ 535,000   $ 596,525
        
           $ 4,985,320
Forest & Paper Products - 0.1%             
Inversiones CMPC S.A., 6.125%, 2019 (z)    $ 376,000   $ 376,331
International Market Quasi-Sovereign - 0.3%             
Canada Housing Trust, 4.6%, 2011 (n)    CAD 1,910,000   $ 1,870,619
International Market Sovereign - 26.8%             
Dutch Government, 3.75%, 2014    EUR 5,145,000   $ 7,975,056
Federal Republic of Germany, 5%, 2011    EUR 1,599,000     2,499,794
Federal Republic of Germany, 3.75%, 2013    EUR 1,884,000     2,932,428
Federal Republic of Germany, 6.25%, 2030    EUR 4,195,000     7,965,389
Government of Canada, 4.5%, 2015    CAD 1,381,000     1,390,011
Government of Canada, 4.25%, 2018    CAD 664,000     658,078
Government of Canada, 5.75%, 2033    CAD 339,000     394,961
Government of Japan, 1.3%, 2014    JPY 400,000,000     4,569,025
Government of Japan, 1.7%, 2017    JPY 2,838,000,000     32,928,777
Government of Japan, 2.1%, 2024    JPY 911,000,000     10,427,957
Government of Japan, 2.2%, 2027    JPY 715,700,000     8,140,160
Government of Japan, 2.4%, 2037    JPY 286,350,000     3,279,341
Kingdom of Belgium, 5.5%, 2017    EUR 3,429,000     5,789,101
Kingdom of Spain, 5%, 2012    EUR 7,083,000     11,294,597
Kingdom of Spain, 4.6%, 2019    EUR 2,996,000     4,711,388
Kingdom of Sweden, 4.5%, 2015    SEK 8,550,000     1,310,580
Republic of Finland, 3.875%, 2017    EUR 2,612,000     4,007,164
Republic of France, 6%, 2025    EUR 4,586,000     8,325,888
Republic of France, 4.75%, 2035    EUR 1,733,000     2,768,069
Republic of Ireland, 4.6%, 2016    EUR 5,765,000     8,874,669
Republic of Italy, 4.75%, 2013    EUR 14,514,000     23,028,775
Republic of Italy, 5.25%, 2017    EUR 9,505,000     15,699,749
United Kingdom Treasury, 8%, 2015    GBP 3,656,000     7,673,684
United Kingdom Treasury, 8%, 2021    GBP 2,017,000     4,621,419
United Kingdom Treasury, 4.25%, 2036    GBP 2,755,000     4,582,008
        
           $ 185,848,068
Local Authorities - 0.3%             
Metropolitan Transportation Authority, NY (Build America Bonds), 7.336%, 2039    $ 610,000   $ 734,288

University of California Rev. (Build America Bonds),

5.77%, 2043

     505,000     527,644

 

18


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Bonds - continued             
Local Authorities - continued             
Utah Transit Authority Sales Tax Rev. (Build America Bonds), “B”, 5.937%, 2039    $ 790,000   $ 833,655
        
           $ 2,095,587
Mortgage Backed - 1.5%             
Fannie Mae, 4.77%, 2012    $ 1,161,832   $ 1,227,280
Fannie Mae, 4.518%, 2013      79,985     84,101
Fannie Mae, 5.37%, 2013      264,959     285,580
Fannie Mae, 4.78%, 2015      351,461     372,219
Fannie Mae, 4.79%, 2015      367,733     389,291
Fannie Mae, 4.856%, 2015      277,762     293,153
Fannie Mae, 5.5%, 2015-2024      326,148     351,247
Fannie Mae, 5.09%, 2016      362,000     387,921
Fannie Mae, 5.423%, 2016      335,393     365,898
Fannie Mae, 4.989%, 2017      244,950     261,371
Fannie Mae, 5.05%, 2017      330,000     352,830
Fannie Mae, 5.161%, 2018      782,992     843,964
Fannie Mae, 5.1%, 2019      344,050     366,238
Fannie Mae, 5.18%, 2019      344,084     369,481
Fannie Mae, 6.16%, 2019      314,919     350,264
Fannie Mae, 5%, 2025      280,235     284,116
Freddie Mac, 5.085%, 2019      589,000     630,272
Freddie Mac, 5%, 2023-2028      2,677,528     2,749,752
Freddie Mac, 4%, 2024      127,088     128,046
Freddie Mac, 5.5%, 2026      189,827     194,621
        
           $ 10,287,645
Other Banks & Diversified Financials - 0.1%             
Eurasian Development Bank, 7.375%, 2014 (n)    $ 665,000   $ 688,275
U.S. Government Agencies and Equivalents - 0.7%             
Aid-Egypt, 4.45%, 2015    $ 1,113,000   $ 1,186,202
Small Business Administration, 5.09%, 2025      167,644     177,605
Small Business Administration, 5.21%, 2026      2,096,467     2,227,887
Small Business Administration, 5.31%, 2027      1,121,291     1,211,732
        
           $ 4,803,426
U.S. Treasury Obligations - 4.9%             
U.S. Treasury Bonds, 4.75%, 2017    $ 6,564,000   $ 7,296,812
U.S. Treasury Bonds, 8%, 2021      2,235,000     3,148,905
U.S. Treasury Bonds, 6.875%, 2025      1,172,000     1,553,815
U.S. Treasury Notes, 4.75%, 2012      7,732,000     8,366,867
U.S. Treasury Notes, 4.125%, 2015      5,478,000     5,938,064

 

19


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Bonds - continued             
U.S. Treasury Obligations - continued             
U.S. Treasury Notes, TIPS, 2%, 2016    $ 7,600,188   $ 7,994,448
        
           $ 34,298,911
Total Bonds (Identified Cost, $243,727,242)          $ 261,081,101
Money Market Funds (v) - 4.4%             
MFS Institutional Money Market Portfolio, 0.13%,
at Cost and Net Asset Value
     30,281,275   $ 30,281,275
Issuer/Expiration Date/Strike Price    Number of
Contracts
    
Call Options Purchased - 0.0%             
Mexican Peso - November 2009 @ $12.794
(Premiums Paid, $8,413) (a)
     17,502,192   $ 5,179
Total Investments (Identified Cost, $651,127,721)          $ 691,472,603
Other Assets, Less Liabilities - 0.2%            1,672,884
Net Assets - 100.0%          $ 693,145,487

 

(a) Non-income producing security.
(i) Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.
(n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $12,912,694, representing 1.9% of net assets.
(v) Underlying fund that is available only to investment companies managed by MFS. The rate quoted is the annualized seven-day yield of the fund at period end.
(z) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:

 

Restricted Securities    Acquisition
Date
   Cost    Current
Market
Value
Banco do Brasil S.A., 8.5%, 2049    10/13/09    $100,000    $102,900
Bayview Commercial Asset Trust, FRN,
0.896%, 2023
   5/25/06    506,329    372,291
Commercial Mortgage Asset Trust, FRN,
0.851%, 2032
   8/25/03    380,212    340,903
Inversiones CMPC S.A., 6.125%, 2019    10/29/09    372,680    376,331
Majapahit Holding B.V., 7.75%, 2020    10/30/09    767,436    767,436
Odebrecht Finance Ltd., 7%, 2020    10/14/09    102,115    98,280

 

20


Table of Contents

Portfolio of Investments – continued

 

Restricted Securities - continued    Acquisition
Date
   Cost    Current
Market
Value
Republic of Croatia, 6.75%, 2019    10/29/09-10/30/09    $766,415    $772,076
Total Restricted Securities          $2,830,217
% of Net Assets          0.4%

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

 

ADR   American Depository Receipt
FRN   Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end.
IPS   International Preference Stock
PLC   Public Limited Company
TIPS   Treasury Inflation Protected Security

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

 

AUD   Australian Dollar
BRL   Brazilian Real
CAD   Canadian Dollar
DKK   Danish Krone
EUR   Euro
GBP   British Pound
IDR   Indonesian Rupiah
JPY   Japanese Yen
KRW   Korean Won
MXN   Mexican Peso
NOK   Norwegian Krone
SEK   Swedish Krona
TRY   Turkish Lira

Derivative Contracts at 10/31/09

Forward Foreign Currency Exchange Contracts at 10/31/09

 

Type   Currency   Counterparty  

Contracts

to
Deliver/
Receive

  Settlement
Date Range
  In
Exchange
For
  Contracts
at Value
  Net
Unrealized
Appreciation
(Depreciation)
Asset Derivatives                    
SELL   AUD   UBS AG   1,064,000   11/27/09   $960,909   $955,632   $5,277
BUY   BRL   Barclays Bank PLC   364,000   11/24/09   198,690   205,741   7,051
BUY   BRL   Deutsche Bank AG   706,000   11/03/09   398,712   400,772   2,060
SELL   BRL   Deutsche Bank AG   706,000   11/03/09   404,909   400,772   4,137
SELL   BRL   HSBC Bank   706,000   11/03/09   404,933   400,772   4,161
SELL   CAD   Barclays Bank PLC   651,000   12/14/09   621,717   601,636   20,081
BUY   EUR   HSBC Bank   1,147,000   12/16/09   1,682,821   1,687,818   4,997
BUY   EUR   JPMorgan Chase Bank   4,135,394   1/13/10   6,078,967   6,084,722   5,755
SELL   EUR   UBS AG   7,785,746   12/16/09   11,540,714   11,456,777   83,937
BUY   GBP   Barclays Bank PLC   219,433   1/13/10   348,529   360,010   11,481
BUY   GBP   Deutsche Bank AG   219,433   1/13/10   348,547   360,010   11,463

 

21


Table of Contents

Portfolio of Investments – continued

 

Type   Currency   Counterparty  

Contracts

to
Deliver/
Receive

  Settlement
Date Range
  In
Exchange
For
  Contracts
at Value
  Net
Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives - continued                      
BUY   IDR   Credit Suisse Group   2,995,650,000   11/02/09   $308,798   $313,681   $4,883   
BUY   IDR   JPMorgan Chase Bank   3,815,587,000   11/02/09   396,713   399,538   2,825   
SELL   IDR   Credit Suisse Group   2,995,650,000   11/02/09   315,000   313,681   1,319   
SELL   IDR   JPMorgan Chase Bank   6,833,623,000   11/02/09-11/13/09   720,704   714,372   6,332   
BUY   JPY   Barclays Bank PLC   33,284,000   1/13/10   366,986   369,925   2,939   
BUY   JPY   HSBC Bank   214,593,000   12/16/09   2,362,214   2,384,561   22,347   
BUY   JPY   Merrill Lynch International Bank   41,658,000   1/13/10   459,512   462,995   3,483   
BUY   MXN   Merrill Lynch International Bank   5,090,000   11/25/09   377,835   384,394   6,559   
SELL   MXN   JPMorgan Chase Bank   6,935,639   11/09/09   529,726   524,868   4,858   
BUY   NOK   Citibank N.A.   10,428,316   11/25/09   1,796,421   1,819,786   23,365   
SELL   NOK   UBS AG   3,775,000   1/13/10   666,332   657,425   8,907   
                 
              $248,217   
                 
Liability Derivatives                      
BUY   AUD   Goldman Sachs International   299,000   1/13/10   $273,601   $267,223   $(6,378
BUY   AUD   UBS AG   2,317,504   11/27/09   2,131,837   2,081,466   (50,371
BUY   BRL   HSBC Bank   1,070,000   11/03/09-12/02/09   617,253   606,174   (11,079
BUY   CAD   Barclays Bank PLC   894,000   1/13/10   864,662   826,210   (38,452
BUY   CAD   UBS AG   652,077   12/14/09   625,133   602,631   (22,502
BUY   DKK   Goldman Sachs International   1,565,000   11/25/09   313,713   309,322   (4,391
BUY   DKK   UBS AG   8,684,486   1/29/10   1,724,841   1,714,506   (10,335
BUY   EUR   Citibank N.A.   1,019,000   12/16/09-1/13/10   1,514,498   1,499,398   (15,100
BUY   EUR   UBS AG   4,968,048   12/16/09   7,346,948   7,310,516   (36,432
SELL   EUR   JPMorgan Chase Bank   3,366,493   12/16/09   4,923,563   4,953,817   (30,254
SELL   EUR   Barclays Bank PLC   1,119,000   12/16/09   1,644,820   1,646,616   (1,796
SELL   EUR   UBS AG   9,437,431   12/16/09   13,797,050   13,887,242   (90,192
SELL   GBP   Deutsche Bank AG   177,000   1/13/10   289,618   290,393   (775
BUY   IDR   JPMorgan Chase Bank   6,013,686,000   11/13/09   641,032   628,514   (12,518

 

22


Table of Contents

Portfolio of Investments – continued

 

Type   Currency   Counterparty  

Contracts

to
Deliver/
Receive

  Settlement
Date Range
  In
Exchange
For
  Contracts
at Value
  Net
Unrealized
Appreciation
(Depreciation)
 
Liability Derivatives - continued                      
SELL   IDR   JPMorgan Chase Bank   2,995,650,000   11/02/09   $308,798   $313,681   $(4,883
BUY   JPY   JPMorgan Chase Bank   2,374,614,158   1/13/10   26,431,150   26,391,920   (39,230
SELL   JPY   Barclays Bank PLC   2,609,000   12/16/09   28,340   28,991   (651
BUY   KRW   JPMorgan Chase Bank   1,286,214,000   11/13/09-11/16/09   1,102,084   1,087,779   (14,305
SELL   KRW   Deutsche Bank AG   782,960,000   11/16/09   654,102   662,153   (8,051
BUY   NOK   Goldman Sachs International   1,287,000   11/25/09   229,764   224,587   (5,177
BUY   SEK   HSBC Bank   145,579   1/28/10   21,420   20,536   (884
BUY   TRY   JPMorgan Chase Bank   560,000   11/25/09   372,811   371,078   (1,733
                 
              $(405,489
                 

At October 31, 2009, the fund had sufficient cash and/or other liquid securities to cover any commitments under these derivative contracts.

See Notes to Financial Statements

 

23


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/09

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

Assets       

Investments-

  

Non-affiliated issuers, at value (identified cost, $620,846,446)

   $661,191,328   

Underlying funds, at cost and value

   30,281,275   

Total investments, at value (identified cost, $651,127,721)

   $691,472,603   

Cash

   797,849   

Restricted cash

   310,000   

Foreign currency, at value (identified cost, $7,341)

   7,344   

Receivables for

  

Forward foreign currency exchange contracts

   248,217   

Investments sold

   2,409,164   

Fund shares sold

   2,679,244   

Interest and dividends

   3,881,330   

Total assets

   $701,805,751   
Liabilities       

Payables for

  

Forward foreign currency exchange contracts

   $405,489   

Investments purchased

   6,233,888   

Fund shares reacquired

   1,596,716   

Payable to affiliates

  

Investment adviser

   40,130   

Shareholder servicing costs

   129,292   

Distribution and service fees

   26,677   

Administrative services fee

   951   

Payable for independent Trustees’ compensation

   60,326   

Accrued expenses and other liabilities

   166,795   

Total liabilities

   $8,660,264   

Net assets

   $693,145,487   
Net assets consist of       

Paid-in capital

   $708,940,804   

Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies (net of $32,686 deferred country tax)

   40,213,144   

Accumulated net realized gain (loss) on investments and foreign currency transactions

   (57,561,999

Undistributed net investment income

   1,553,538   

Net assets

   $693,145,487   

Shares of beneficial interest outstanding

   55,287,501   

 

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

Class A

   $434,535,765    34,790,179    $12.49

Class B

   53,054,369    4,158,830    12.76

Class C

   155,006,659    12,279,155    12.62

Class I

   15,696,652    1,266,442    12.39

Class R1

   2,459,827    195,549    12.58

Class R2

   5,458,683    439,947    12.41

Class R3

   4,593,055    368,633    12.46

Class R4

   22,340,477    1,788,766    12.49
(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 $13.25. On sales of $50,000 or more, the 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, and R4.

See Notes to Financial Statements

 

24


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 10/31/09

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       

Income

  

Dividends

   $11,707,476   

Interest

   6,987,471   

Dividends from underlying funds

   135,744   

Foreign taxes withheld

   (666,025

Total investment income

   $18,164,666   

Expenses

  

Management fee

   $5,031,636   

Distribution and service fees

   2,958,332   

Shareholder servicing costs

   990,442   

Administrative services fee

   123,125   

Independent Trustees’ compensation

   28,490   

Custodian fee

   183,134   

Shareholder communications

   64,191   

Auditing fees

   69,074   

Legal fees

   19,070   

Miscellaneous

   155,526   

Total expenses

   $9,623,020   

Fees paid indirectly

   (1,376

Reduction of expenses by investment adviser

   (752,218

Net expenses

   $8,869,426   

Net investment income

   $9,295,240   
Realized and unrealized gain (loss) on investments
and foreign currency transactions
      

Realized gain (loss) (identified cost basis)

  

Investment transactions (net of $181 deferred country tax)

   $(55,367,886

Futures contracts

   480,722   

Foreign currency transactions

   2,367,073   

Net realized gain (loss) on investments
and foreign currency transactions

   $(52,520,091

Change in unrealized appreciation (depreciation)

  

Investments (net of $32,686 increase in deferred country tax)

   $134,617,375   

Futures contracts

   (149,073

Translation of assets and liabilities in foreign currencies

   (585,533

Net unrealized gain (loss) on investments
and foreign currency translation

   $133,882,769   

Net realized and unrealized gain (loss) on investments
and foreign currency

   $81,362,678   

Change in net assets from operations

   $90,657,918   

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.

 

    Years ended 10/31  
    2009      2008  
Change in net assets             
From operations             

Net investment income

  $9,295,240       $11,769,684   

Net realized gain (loss) on investments and
foreign currency transactions

  (52,520,091    28,458,944   

Net unrealized gain (loss) on investments and
foreign currency translation

  133,882,769       (185,095,868

Change in net assets from operations

  $90,657,918       $(144,867,240
Distributions declared to shareholders             

From net investment income

  $(17,925,328    $(25,320,781

From net realized gain on investments

  (5,137,989    (45,914,795

Total distributions declared to shareholders

  $(23,063,317    $(71,235,576

Change in net assets from fund share transactions

  $48,771,030       $101,770,721   

Total change in net assets

  $116,365,631       $(114,332,095
Net assets             

At beginning of period

  576,779,856       691,111,951   

At end of period (including undistributed net investment
income of $1,553,538 and $10,361,247, respectively)

  $693,145,487       $576,779,856   

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 by which 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    Years ended 10/31  
     2009     2008     2007     2006     2005  

Net asset value, beginning of period

   $11.23      $15.66      $15.05      $14.30      $14.73   
Income (loss) from investment operations   

Net investment income (d)

   $0.20      $0.27      $0.29      $0.28      $0.24   

Net realized and unrealized gain (loss) on investments and foreign currency

   1.53      (3.10   1.67      1.80      0.94   

Total from investment operations

   $1.73      $(2.83   $1.96      $2.08      $1.18   
Less distributions declared to shareholders   

From net investment income

   $(0.37   $(0.56   $(0.30   $(0.22   $(0.56

From net realized gain on investments

   (0.10   (1.04   (1.05   (1.11   (1.05

Total distributions declared to shareholders

   $(0.47   $(1.60   $(1.35   $(1.33   $(1.61

Net asset value, end of period

   $12.49      $11.23      $15.66      $15.05      $14.30   

Total return (%) (r)(s)(t)

   16.10      (19.92   13.89      15.62      8.26   
Ratios (%) (to average net assets) and Supplemental data:                               

Expenses before expense reductions (f)

   1.39      1.42      1.46      1.52      1.52   

Expenses after expense reductions (f)

   1.27      1.30      1.30      1.30      1.48   

Net investment income

   1.77      1.97      1.97      1.95      1.64   

Portfolio turnover

   75      96      66      82      82   

Net assets at end of period (000 omitted)

   $434,536      $368,117      $450,366      $403,848      $353,745   

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class B   Years ended 10/31  
    2009     2008     2007     2006     2005  

Net asset value, beginning of period

  $11.46      $15.93      $15.28      $14.47      $14.82   
Income (loss) from investment operations                              

Net investment income (d)

  $0.12      $0.18      $0.20      $0.19      $0.14   

Net realized and unrealized gain (loss) on investments and foreign currency

  1.57      (3.15   1.70      1.82      0.95   

Total from investment operations

  $1.69      $(2.97   $1.90      $2.01      $1.09   
Less distributions declared to shareholders                              

From net investment income

  $(0.29   $(0.46   $(0.20   $(0.09   $(0.39

From net realized gain on investments

  (0.10   (1.04   (1.05   (1.11   (1.05

Total distributions declared to shareholders

  $(0.39   $(1.50   $(1.25   $(1.20   $(1.44

Net asset value, end of period

  $12.76      $11.46      $15.93      $15.28      $14.47   

Total return (%) (r)(s)(t)

  15.27      (20.39   13.16      14.84      7.56   
Ratios (%) (to average net assets) and Supplemental data:                              

Expenses before expense reductions (f)

  2.11      2.07      2.11      2.17      2.17   

Expenses after expense reductions (f)

  1.98      1.95      1.95      1.95      2.13   

Net investment income

  1.05      1.32      1.32      1.29      0.98   

Portfolio turnover

  75      96      66      82      82   

Net assets at end of period (000 omitted)

  $53,054      $59,239      $95,689      $115,336      $124,013   
Class C   Years ended 10/31  
    2009     2008     2007     2006     2005  

Net asset value, beginning of period

  $11.35      $15.80      $15.18      $14.39      $14.76   
Income (loss) from investment operations                              

Net investment income (d)

  $0.12      $0.18      $0.20      $0.19      $0.15   

Net realized and unrealized gain (loss) on investments and foreign currency

  1.54      (3.12   1.68      1.81      0.94   

Total from investment operations

  $1.66      $(2.94   $1.88      $2.00      $1.09   
Less distributions declared to shareholders                              

From net investment income

  $(0.29   $(0.47   $(0.21   $(0.10   $(0.41

From net realized gain on investments

  (0.10   (1.04   (1.05   (1.11   (1.05

Total distributions declared to shareholders

  $(0.39   $(1.51   $(1.26   $(1.21   $(1.46

Net asset value, end of period

  $12.62      $11.35      $15.80      $15.18      $14.39   

Total return (%) (r)(s)(t)

  15.22      (20.39   13.12      14.87      7.59   
Ratios (%) (to average net assets) and Supplemental data:                              

Expenses before expense reductions (f)

  2.11      2.07      2.11      2.17      2.16   

Expenses after expense reductions (f)

  1.99      1.95      1.95      1.95      2.12   

Net investment income

  1.04      1.32      1.32      1.29      1.00   

Portfolio turnover

  75      96      66      82      82   

Net assets at end of period (000 omitted)

  $155,007      $123,754      $132,343      $99,019      $75,974   

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class I    Years ended 10/31  
     2009     2008     2007     2006     2005  

Net asset value, beginning of period

   $11.16      $15.55      $14.95      $14.23      $14.69   
Income (loss) from investment operations                               

Net investment income (d)

   $0.20      $0.31      $0.35      $0.32      $0.29   

Net realized and unrealized gain (loss) on investments and foreign currency

   1.54      (3.05   1.66      1.79      0.93   

Total from investment operations

   $1.74      $(2.74   $2.01      $2.11      $1.22   
Less distributions declared to shareholders                               

From net investment income

   $(0.41   $(0.61   $(0.36   $(0.28   $(0.63

From net realized gain on investments

   (0.10   (1.04   (1.05   (1.11   (1.05

Total distributions declared to shareholders

   $(0.51   $(1.65   $(1.41   $(1.39   $(1.68

Net asset value, end of period

   $12.39      $11.16      $15.55      $14.95      $14.23   

Total return (%) (r)(s)

   16.27      (19.51   14.31      16.00      8.65   
Ratios (%) (to average net assets) and Supplemental data:                               

Expenses before expense reductions (f)

   1.09      1.07      1.11      1.12      1.16   

Expenses after expense reductions (f)

   0.99      0.95      0.95      0.95      1.12   

Net investment income

   1.76      2.31      2.34      2.28      1.99   

Portfolio turnover

   75      96      66      82      82   

Net assets at end of period (000 omitted)

   $15,697      $3,066      $3,691      $4,133      $3,170   
Class R1    Years ended 10/31  
     2009     2008     2007     2006     2005 (i)  

Net asset value, beginning of period

   $11.32      $15.77      $15.17      $14.40      $14.42   
Income (loss) from investment operations                               

Net investment income (d)

   $0.12      $0.17      $0.17      $0.18      $0.08   

Net realized and unrealized gain (loss) on investments and foreign currency

   1.54      (3.11   1.69      1.81      0.06 (g) 

Total from investment operations

   $1.66      $(2.94   $1.86      $1.99      $0.14   
Less distributions declared to shareholders                               

From net investment income

   $(0.30   $(0.47   $(0.21   $(0.11   $(0.16

From net realized gain on investments

   (0.10   (1.04   (1.05   (1.11     

Total distributions declared to shareholders

   $(0.40   $(1.51   $(1.26   $(1.22   $(0.16

Net asset value, end of period

   $12.58      $11.32      $15.77      $15.17      $14.40   

Total return (%) (r)(s)

   15.20      (20.42   13.00      14.78      0.99 (n) 
Ratios (%) (to average net assets) and Supplemental data:                               

Expenses before expense reductions (f)

   2.10      2.11      2.24      2.39      2.34 (a) 

Expenses after expense reductions (f)

   1.99      1.98      2.05      2.05      2.28 (a) 

Net investment income

   1.02      1.26      1.11      1.23      0.91 (a) 

Portfolio turnover

   75      96      66      82      82   

Net assets at end of period (000 omitted)

   $2,460      $1,161      $1,044      $363      $52   

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R2    Years ended 10/31  
     2009     2008     2007     2006     2005  

Net asset value, beginning of period

   $11.17      $15.57      $14.97      $14.24      $14.67   
Income (loss) from investment operations                               

Net investment income (d)

   $0.18      $0.24      $0.23      $0.25      $0.18   

Net realized and unrealized gain (loss) on investments and foreign currency

   1.51      (3.06   1.68      1.77      0.94   

Total from investment operations

   $1.69      $(2.82   $1.91      $2.02      $1.12   
Less distributions declared to shareholders                               

From net investment income

   $(0.35   $(0.54   $(0.26   $(0.18   $(0.50

From net realized gain on investments

   (0.10   (1.04   (1.05   (1.11   (1.05

Total distributions declared to shareholders

   $(0.45   $(1.58   $(1.31   $(1.29   $(1.55

Net asset value, end of period

   $12.41      $11.17      $15.57      $14.97      $14.24   

Total return (%) (r)(s)

   15.81      (19.98   13.57      15.19      7.87   
Ratios (%) (to average net assets) and Supplemental data:                               

Expenses before expense reductions (f)

   1.61      1.59      1.80      1.94      1.92   

Expenses after expense reductions (f)

   1.49      1.47      1.60      1.60      1.87   

Net investment income

   1.57      1.81      1.58      1.76      1.24   

Portfolio turnover

   75      96      66      82      82   

Net assets at end of period (000 omitted)

   $5,459      $3,202      $2,306      $1,185      $159   
Class R3    Years ended 10/31  
     2009     2008     2007     2006     2005 (i)  

Net asset value, beginning of period

   $11.21      $15.62      $15.02      $14.28      $14.26   
Income (loss) from investment operations                               

Net investment income (d)

   $0.20      $0.28      $0.29      $0.31      $0.14   

Net realized and unrealized gain (loss) on investments and foreign currency

   1.53      (3.08   1.66      1.75      0.07 (g) 

Total from investment operations

   $1.73      $(2.80   $1.95      $2.06      $0.21   
Less distributions declared to shareholders                               

From net investment income

   $(0.38   $(0.57   $(0.30   $(0.21   $(0.19

From net realized gain on investments

   (0.10   (1.04   (1.05   (1.11     

Total distributions declared to shareholders

   $(0.48   $(1.61   $(1.35   $(1.32   $(0.19

Net asset value, end of period

   $12.46      $11.21      $15.62      $15.02      $14.28   

Total return (%) (r)(s)

   16.10      (19.80   13.84      15.53      1.48 (n) 
Ratios (%) (to average net assets) and Supplemental data:                               

Expenses before expense reductions (f)

   1.36      1.35      1.50      1.57      1.54 (a) 

Expenses after expense reductions (f)

   1.24      1.23      1.35      1.35      1.50 (a) 

Net investment income

   1.78      2.02      1.94      2.10      1.70 (a) 

Portfolio turnover

   75      96      66      82      82   

Net assets at end of period (000 omitted)

   $4,593      $3,431      $3,951      $1,303      $51   

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R4    Years ended 10/31  
     2009     2008     2007     2006     2005 (i)  

Net asset value, beginning of period

   $11.24      $15.65      $15.03      $14.29      $14.26   
Income (loss) from investment operations         

Net investment income (d)

   $0.23      $0.29      $0.28      $0.25      $0.17   

Net realized and unrealized gain (loss) on investments and foreign currency

   1.53      (3.05   1.71      1.87      0.06 (g) 
Total from investment operations    $1.76      $(2.76   $1.99      $2.12      $0.23   
Less distributions declared to shareholders         

From net investment income

   $(0.41   $(0.61   $(0.32   $(0.27   $(0.20

From net realized gain on investments

   (0.10   (1.04   (1.05   (1.11     

Total distributions declared to shareholders

   $(0.51   $(1.65   $(1.37   $(1.38   $(0.20
Net asset value, end of period    $12.49      $11.24      $15.65      $15.03      $14.29   
Total return (%) (r)(s)    16.33      (19.53   14.13      15.95      1.62 (n) 
Ratios (%) (to average net assets) and Supplemental data:                               

Expenses before expense reductions (f)

   1.11      1.05      1.21      1.30      1.24 (a) 

Expenses after expense reductions (f)

   0.99      0.95      1.05      1.05      1.20 (a) 

Net investment income

   2.07      2.15      2.00      1.77      2.00 (a) 

Portfolio turnover

   75      96      66      82      82   

Net assets at end of period (000 omitted)

   $22,340      $14,809      $428      $661      $51   

Any redemption fees charged by the fund during the 2005 fiscal year resulted in a per share impact of less than $0.01.

(a) Annualized.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(g) The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.
(i) For the period from the class’ inception, April 1, 2005 (Classes R1, R3, and R4) 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.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

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

 

(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 revenues and expenses during the reporting period. In making these estimates and assumptions, management has considered the effects, if any, of events occurring after the date of the fund’s Statement of Assets and Liabilities through December 17, 2009 which is the date that the financial statements were issued. Actual results could differ from those estimates. The fund can invest 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.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Equity securities held short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Debt instruments and floating rate loans (other than short-term instruments), 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 generally are valued at amortized cost, which approximates market value. Exchange-traded options

 

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are generally valued at the last sale or official closing price as provided by a third-party pricing service on the exchange on which such options are primarily traded. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation as provided by a third-party pricing service on the exchange on which such options are primarily traded. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued using an external pricing model that uses market data from a third-party source. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. 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

 

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Notes to Financial Statements – continued

 

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 affect 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.

The fund has adopted FASB Accounting Standard Codification 820, Fair Value Measurements and Disclosures (“ASC 820”), which provides a single definition of fair value, a hierarchy for measuring fair value and expanded disclosures about fair value measurements.

Various inputs are used in determining the value of the fund’s assets or liabilities carried at market value. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments not reflected in total investments, such as futures, forwards, swap contracts, and written options. The following is a summary of

 

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the levels used as of October 31, 2009 in valuing the fund’s assets or liabilities carried at market value:

 

Investments at Value    Level 1    Level 2      Level 3    Total  
Equity Securities:            

United States

   $163,092,003    $—       $—    $163,092,003   

United Kingdom

   14,960,072    41,912,369          56,872,441   

Japan

      50,925,693          50,925,693   

Switzerland

      34,128,705          34,128,705   

France

      31,919,735          31,919,735   

Netherlands

   5,718,890    12,901,840          18,620,730   

Germany

   2,621,261    12,393,539          15,014,800   

South Korea

   1,650,412    3,591,361          5,241,773   

Finland

      4,419,381          4,419,381   

Other Countries

   6,133,509    13,741,454          19,874,963   
U.S. Treasury Bonds & U.S. Government Agency & Equivalents       39,102,336          39,102,336   
Non-U.S. Sovereign Debt       203,677,133          203,677,133   
Corporate Bonds       2,095,587          2,095,587   
Residential Mortgage-Backed Securities       10,287,646          10,287,646   
Commercial Mortgage-Backed Securities       5,443,791          5,443,791   
Foreign Bonds       474,611          474,611   
Mutual Funds    30,281,275             30,281,275   
Total Investments    $224,457,422    $467,015,181       $—    $691,472,603   
Other Financial Instruments                        
Forward Currency Contracts    $—    $(157,272    $—    $(157,272

Country disclosure is based on the country of domicile. For further information regarding security characteristics, see the Portfolio of Investments.

Inflation-Adjusted Debt Securities – The fund invests in inflation-adjusted debt securities issued by the U.S. Treasury. The fund may also invest in inflation-adjusted debt securities issued by U.S. Government agencies and instrumentalities other than the U.S. Treasury and by other entities such as U.S. and foreign corporations and foreign governments. The principal value of these debt securities is adjusted through income according to changes in the Consumer Price Index or another general price or wage index. These debt securities typically pay a fixed rate of interest, but this fixed rate is applied to the inflation-adjusted principal amount. The principal paid at maturity of the debt security is typically equal to the inflation-adjusted principal amount, or the security’s original par value, whichever is greater. Other types of inflation-adjusted securities may use other methods to adjust for other measures of inflation.

 

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

Derivatives – The fund may use derivatives for different purposes, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the fund, or as alternatives to direct investments. Derivatives may be 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.

In this reporting period the fund adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires enhanced disclosures about the fund’s use of and accounting for derivative instruments and the effect of derivative instruments on the fund’s results of operations and financial position. Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting. Even though the fund may use derivatives in an attempt to achieve an economic hedge, the fund’s derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.

Derivative instruments include written options, purchased options, futures contracts, forward foreign currency exchange contracts, and swap agreements. 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.

 

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The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2009:

 

        Asset Derivatives   Liability Derivatives  
        Location on Statement of Assets and Liabilities   Fair Value   Location on Statement of Assets and Liabilities   Fair Value   
Foreign Exchange Contracts   Forward
Foreign
Currency
Exchange
Contracts
  Receivable for forward foreign currency exchange contracts   $248,217   Payable for forward foreign currency exchange contracts   $(405,489
  Currency
Options
Purchased
  Total investments, at value   5,179   Total investments, at value     
Total
Derivatives not Accounted for as
Hedging Instruments Under ASC 815
          $253,396       $(405,489

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2009 as reported in the Statement of Operations:

 

     Investment
Transactions
(i.e.,
Purchased
Options)
    Futures
Contracts
  Foreign
Currency
Transactions
  Total
Interest Rate Contracts   $(23,203   $480,722   $—   $457,519
Foreign Exchange Contracts   (15,443     1,194,166   1,178,723

Total

  $(38,646   $480,722   $1,194,166   $1,636,242

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 October 31, 2009 as reported in the Statement of Operations:

 

     Investments
(i.e.,
Purchased
Options)
    Futures
Contracts
    Translation
of Assets
and
Liabilities in
Foreign
Currencies
    Total  
Interest Rate Contracts   $—      $(149,073   $—      $(149,073
Foreign Exchange Contracts   (108,308        (907,181   (1,015,489

Total

  $(108,308   $(149,073   $(907,181   $(1,164,562

 

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Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain over-the-counter derivatives, the fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. 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. The ISDA Master Agreement gives the fund the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the 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. However, absent an event of default by the counterparty or a termination of the agreement, the ISDA Master Agreement does not result in an offset of reported balance sheet assets and liabilities across transactions between the fund and the applicable counterparty.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearing house for exchange traded derivatives (i.e., futures and exchange-traded options) while collateral terms are contract specific for over-the-counter traded derivatives (i.e., forwards, swaps and over-the-counter options). For derivatives traded under an ISDA Master Agreement, the collateral requirements are netted across all transactions traded under such agreement and one amount is posted from one party to the other to collateralize such obligations. Cash collateral that has been pledged to cover obligations of the fund under derivative contracts will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities collateral pledged for the same purpose is noted in the Portfolio of Investments.

Purchased Options – The fund may purchase call or put options for a premium. Purchased options entitle the holder to buy or 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 be used to hedge against an anticipated increase in the dollar cost of securities or currency to be acquired or to increase the fund’s exposure to an underlying instrument. Purchasing put options may hedge against a decline in the value of portfolio securities or currency.

 

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

The risk in purchasing an option is that the fund pays a premium whether or not the option is exercised. The fund’s maximum risk of loss due to counterparty credit risk is limited to the market value of the option. For over-the-counter 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 for posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Futures Contracts – The fund may use futures contracts to gain or to hedge against broad market, interest rate or currency exposure. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

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

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

 

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Forward Foreign Currency Exchange Contracts – The fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

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

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. The fund’s maximum risk due to counterparty credit risk is the notional amount of the contract. 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 for posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Security Loans – JPMorgan Chase and Co. (“Chase”), as lending agent, may loan the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. 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. 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. Chase provides the fund with indemnification against Borrower default. The fund bears the risk of loss with respect to the investment of cash collateral. On loans collateralized by cash, the cash collateral is invested in short-term securities. 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 included in interest income on the Statement of Operations. The dividend and

 

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interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At October 31, 2009, there were no securities on loan.

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted upward or downward to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond is recorded as an increase or decrease in interest income, respectively, even though the adjusted principal is not received until maturity. 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.

Fees Paid Indirectly – The fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the year ended October 31, 2009, is shown as a reduction of total expenses on 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 for the prior three fiscal years remain subject to

 

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examination by the Internal Revenue Service. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements.

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 amortization and accretion of debt securities, wash sale loss deferrals, straddle loss deferrals, foreign currency transactions, and derivative transactions.

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

 

     10/31/09    10/31/08
Ordinary income (including any short-term capital gains)    $20,246,569    $29,539,881
Long-term capital gain    2,816,748    41,695,695
Total distributions    $23,063,317    $71,235,576

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

 

As of 10/31/09       
Cost of investments    $679,897,091   
Gross appreciation    41,977,779   
Gross depreciation    (30,402,267
Net unrealized appreciation (depreciation)    $11,575,512   
Undistributed ordinary income    4,182,462   
Capital loss carryforwards    (29,528,346
Other temporary differences    (2,024,945

As of October 31, 2009 the fund had capital loss carryforwards available to offset future realized gains. Such losses expire as follows:

 

10/31/17    $(29,528,346

 

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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 shareholders as reported on 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
10/31/09
   Year ended
10/31/08
   Year ended
10/31/09
   Year ended
10/31/08
Class A    $12,338,579    $17,575,586    $3,312,990    $30,160,577
Class B    1,385,167    2,647,458    497,581    6,024,949
Class C    3,219,302    4,572,849    1,098,013    8,844,105
Class I    144,587    159,733    28,470    247,954
Class R (b)       21,938       79,848
Class R1    31,505    46,194    9,991    90,896
Former Class R2 (b)       2,968       9,207
Class R2    111,515    115,951    28,393    161,893
Class R3    118,389    156,312    30,776    261,637
Class R4    576,284    21,792    131,775    33,729
Total    $17,925,328    $25,320,781    $5,137,989    $45,914,795

 

(b) At the close of business on April 18, 2008, Class R and Class R2 shares converted into Class R3 shares. Following this conversion, Class R3, Class R4, and Class R5 shares were renamed Class R2, Class R3, and Class R4 shares, respectively.

 

(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 0.84% of the fund’s average daily net assets. The investment adviser has agreed in writing to reduce its management fee to 0.75% of average daily net assets in excess of $500 million and 0.70% of average daily net assets in excess of $1.0 billion. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until February 28, 2011. This management fee reduction amounted to $89,531, which is shown as a reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended October 31, 2009 was equivalent to an annual effective rate of 0.82% of the fund’s average daily net assets.

Prior to March 1, 2009, the investment adviser had agreed in writing to pay a portion of the fund’s total annual operating expenses, exclusive of interest,

 

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taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual fund operating expenses did not exceed the following rates annually of the fund’s average daily net assets.

 

Class A   Class B   Class C   Class I   Class R1   Class R2   Class R3   Class R4
1.30%   1.95%   1.95%   0.95%   1.95%   1.45%   1.20%   0.95%

Effective March 1, 2009, the investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, exclusive of interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual fund operating expenses do not exceed the following rates annually of the fund’s average daily net assets.

 

Class A   Class B   Class C   Class I   Class R1   Class R2   Class R3   Class R4
1.25%   2.00%   2.00%   1.00%   2.00%   1.50%   1.25%   1.00%

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until February 28, 2011. For the year ended October 31, 2009, this reduction amounted to $658,848 and is reflected as a reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $157,650 for the year ended October 31, 2009, 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 class shares 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%    0.28%    $1,073,305
Class B    0.75%    0.25%    1.00%    1.00%    513,610
Class C    0.75%    0.25%    1.00%    1.00%    1,324,343
Class R1    0.75%    0.25%    1.00%    1.00%    16,907
Class R2    0.25%    0.25%    0.50%    0.50%    20,850
Class R3       0.25%    0.25%    0.25%    9,317
Total Distribution and Service Fees          $2,958,332

 

(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’ average daily net assets. The distribution and service

 

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fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended October 31, 2009 based on each class’ average daily net assets. Prior to March 1, 2009, a 0.10% Class A annual distribution fee was paid by the fund. Effective March 1, 2009, the 0.10% Class A annual distribution fee was eliminated.

Certain Class A shares purchased prior to September 1, 2008 are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 12 months of purchase. Certain Class A shares purchased on or subsequent to September 1, 2008 are subject to a CDSC in the event of a shareholder redemption within 24 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 October 31, 2009, were as follows:

 

     Amount
Class A    $13
Class B    97,353
Class C    46,526

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended October 31, 2009, the fee was $423,977, which equated to 0.0707% 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 October 31, 2009, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $566,465.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund partially reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended October 31, 2009 was equivalent to an annual effective rate of 0.0205% 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

 

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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 $1,506 and the Retirement Deferral plan resulted in an expense of $2,561. Both amounts are included in independent Trustees’ compensation for the year ended October 31, 2009. The liability for deferred retirement benefits payable to certain independent Trustees under both Plans amounted to $57,351 at October 31, 2009, and is included in payable for independent Trustees’ compensation on the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the year ended October 31, 2009, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $7,286 and are included in miscellaneous expense on the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $3,839, which is shown as a reduction of total expenses in the Statement of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.

The fund may invest in a money market fund managed by MFS which seeks a high level of current income consistent with preservation of capital and liquidity. Income earned on this investment is included in dividends from

 

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underlying funds on the Statement of Operations. This money market fund does not pay a management fee to MFS.

 

(4)   Portfolio Securities

Purchases and sales of investments, other than purchased option transactions, and short-term obligations, were as follows:

 

     Purchases    Sales
U.S. Government securities    $48,030,661    $41,789,891
Investments (non-U.S. Government securities)    $432,047,257    $374,964,254

 

(5)   Shares of Beneficial Interest

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

 

     Year ended
10/31/09
   Year ended
10/31/08
     Shares    Amount    Shares    Amount
Shares sold            

Class A

   11,682,288    $130,138,397    11,176,995    $153,049,097

Class B

   1,089,264    12,719,454    1,364,519    19,159,016

Class C

   4,456,234    50,128,364    4,727,130    65,466,697

Class I

   1,120,063    13,323,923    110,815    1,497,348

Class R (b)

         27,480    400,930

Class R1

   171,874    1,871,239    80,239    1,135,488

Former Class R2 (b)

         843    11,865

Class R2

   238,872    2,493,088    213,390    2,914,128

Class R3

   90,904    1,027,889    140,476    1,946,615

Class R4

   665,782    6,952,110    1,294,569    14,568,837
   19,515,281    $218,654,464    19,136,456    $260,150,021
Shares issued to shareholders in reinvestment of distributions            

Class A

   1,251,939    $13,653,006    2,990,121    $42,048,073

Class B

   140,888    1,557,128    498,123    7,177,502

Class C

   286,981    3,141,823    660,380    9,400,331

Class I

   13,243    143,389    29,261    407,687

Class R (b)

         4,281    60,852

Class R1

   3,789    41,481    9,658    137,090

Former Class R2 (b)

         845    12,175

Class R2

   10,675    115,729    19,292    268,864

Class R3

   13,703    149,165    29,829    417,949

Class R4

   64,699    708,059    3,957    55,521
   1,785,917    $19,509,780    4,245,747    $59,986,044

 

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     Year ended
10/31/09
     Year ended
10/31/08
 
     Shares      Amount      Shares      Amount  
Shares reacquired            

Class A

   (10,910,647    $(119,973,085    (10,165,821    $(136,030,985

Class B

   (2,239,522    (24,975,751    (2,700,350    (37,416,930

Class C

   (3,365,091    (37,519,549    (2,860,066    (38,245,481

Class I

   (141,718    (1,642,056    (102,585    (1,350,323

Class R (b)

               (105,799    (1,507,780

Class R1

   (82,701    (913,644    (53,509    (718,916

Former Class R2 (b)

               (10,455    (149,814

Class R2

   (96,240    (1,038,462    (94,126    (1,230,919

Class R3

   (42,033    (464,719    (117,161    (1,611,928

Class R4

   (259,850    (2,865,948    (7,727    (102,268
   (17,137,802    $(189,393,214    (16,217,599    $(218,365,344
Net change            

Class A

   2,023,580       $23,818,318       4,001,295       $59,066,185   

Class B

   (1,009,370    (10,699,169    (837,708    (11,080,412

Class C

   1,378,124       15,750,638       2,527,444       36,621,547   

Class I

   991,588       11,825,256       37,491       554,712   

Class R (b)

               (74,038    (1,045,998

Class R1

   92,962       999,076       36,388       553,662   

Former Class R2 (b)

               (8,767    (125,774

Class R2

   153,307       1,570,355       138,556       1,952,073   

Class R3

   62,574       712,335       53,144       752,636   

Class R4

   470,631       4,794,221       1,290,799       14,522,090   
   4,163,396       $48,771,030       7,164,604       $101,770,721   

 

(b) At the close of business on April 18, 2008, Class R and Class R2 shares converted into Class R3 shares. Following this conversion, Class R3, Class R4, and Class R5 shares were renamed Class R2, Class R3, and Class R4 shares, respectively.

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.1 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 Federal Reserve funds rate or 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 Federal Reserve funds rate plus an agreed upon spread. For the year ended October 31, 2009, the fund’s commitment fee

 

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and interest expense were $8,704 and $13, respectively, and are included in miscellaneous expense on the Statement of Operations.

 

(7)   Transactions in Underlying Funds-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:

 

Underlying Funds    Beginning
Shares/Par
Amount
   Acquisitions
Shares/Par
Amount
   Dispositions
Shares/Par
Amount
     Ending
Shares/Par
Amount
MFS Institutional Money
Market Portfolio
   40,216,892    195,483,413    (205,419,030    30,281,275
Underlying Funds    Realized
Gain (Loss)
   Capital Gain
Distributions
   Dividend
Income
     Ending
Value
MFS Institutional Money
Market Portfolio
   $—    $—    $135,744       $30,281,275

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of MFS Series Trust VI and Shareholders of MFS Global Total Return Fund:

We have audited the accompanying statement of assets and liabilities of MFS Global Total Return Fund (the Fund), (one of the portfolios comprising MFS Series Trust VI), including the portfolio of investments, as of October 31, 2009, 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 October 31, 2009, by correspondence with the Fund’s custodian and brokers or by other appropriate auditing procedures where replies from brokers 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 Global Total Return Fund at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

LOGO

Boston, Massachusetts

December 17, 2009

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and officers of the Trust, as of December 1, 2009, 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 500 Boylston Street, Boston, Massachusetts 02116.

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

INTERESTED TRUSTEES      
Robert J. Manning (k)
(born 10/20/63)
  Trustee    February 2004    Massachusetts Financial Services Company, Chief Executive Officer, President, Chief Investment Officer and Director
Robert C. Pozen (k)
(born 8/08/46)
  Trustee    February 2004    Massachusetts Financial Services Company, Chairman (since February 2004); Medtronic, Inc, (medical devices), Director (since 2004); Harvard Business School (education), Senior Lecturer (since 2008); Bell Canada Enterprises (telecommunications), Director (until February 2009); The Bank of New York, Director (finance), (March 2004 to May 2005); Telesat (satellite communications), Director (until November 2007)
INDEPENDENT TRUSTEES      
David H. Gunning
(born 5/30/42)
  Trustee and Chair of Trustees    January 2004    Retired; Cleveland-Cliffs Inc. (mining products and service provider), Vice Chairman/Director (until May 2007); Lincoln Electric Holdings, Inc. (welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting), Director/Non Executive Chairman; Southwest Gas Corp. (natural gas distribution), Director (until May 2004); Portman Limited (mining), Director (until 2008)

 

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Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Robert E. Butler (n)

(born 11/29/41)

  Trustee    January 2006    Consultant – investment company industry regulatory and compliance matters (since July 2002); PricewaterhouseCoopers LLP (professional services firm), Partner (until 2002)
Lawrence H. Cohn, M.D.
(born 3/11/37)
  Trustee    June 1989    Brigham and Women’s Hospital, Senior Cardiac Surgeon (since 2005); Harvard Medical School, Professor of Cardiac Surgery; Partners HealthCare, Physician Director of Medical Device Technology (since 2006); Brigham and Women’s Hospital, Chief of Cardiac Surgery (until 2005)

Maureen R. Goldfarb

(born 4/6/55)

  Trustee    January 2009    Private investor; John Hancock Financial Services, Inc., Executive Vice President (until 2004); John Hancock Mutual Funds, Trustee and Chief Executive Officer (until 2004)
William R. Gutow
(born 9/27/41)
  Trustee    December 1993    Private investor and real estate consultant; Capital Entertainment Management Company (video franchise), Vice Chairman; Atlantic Coast Tan (tanning salons), Vice Chairman (until 2007); Texas Donuts (donut franchise), Vice Chairman (until 2009)
Michael Hegarty
(born 12/21/44)
  Trustee    December 2004    Private investor; AXA Financial (financial services and insurance), Vice Chairman and Chief Operating Officer (until 2001); The Equitable Life Assurance Society (insurance), President and Chief Operating Officer (until 2001)
J. Atwood Ives
(born 5/01/36)
  Trustee    February 1992    Private investor; KeySpan Corporation (energy related services), Director (until 2004)

 

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Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

John P. Kavanaugh

(born 11/4/54)

  Trustee    January 2009    Private investor; The Hanover Insurance Group, Inc., Vice President and Chief Investment Officer (until 2006); Allmerica Investment Trust, Allmerica Securities Trust and Opus Investment Trust (investment companies), Chairman, President and Trustee (until 2006)
J. Dale Sherratt
(born 9/23/38)
  Trustee    June 1989    Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General Partner
Laurie J. Thomsen
(born 8/05/57)
  Trustee    March 2005    New Profit, Inc. (venture philanthropy), Executive Partner (since 2006); Private investor; The Travelers Companies (commercial property liability insurance), Director; Prism Venture Partners (venture capital), Co-founder and General Partner (until June 2004)
Robert W. Uek
(born 5/18/41)
  Trustee    January 2006    Consultant to investment company industry; PricewaterhouseCoopers LLP (professional services firm), Partner (until 1999); TT International Funds (mutual fund complex), Trustee (until 2005); Hillview Investment Trust II Funds (mutual fund complex), Trustee (until 2005)
OFFICERS        
Maria F. Dwyer (k)
(born 12/01/58)
  President    March 2004    Massachusetts Financial Services Company, Executive Vice President and Chief Regulatory Officer (since March 2004) Chief Compliance Officer (since December 2006); Fidelity Management & Research Company, Vice President (prior to March 2004); Fidelity Group of Funds, President and Treasurer (until March 2004)

 

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Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Christopher R. Bohane (k)
(born 1/18/74)
  Assistant Secretary and Assistant Clerk    July 2005    Massachusetts Financial Services Company, Vice President and Senior Counsel

John M. Corcoran (k)

(born 04/13/65)

  Treasurer    October 2008    Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until September 2008)
Ethan D. Corey (k)
(born 11/21/63)
  Assistant Secretary and Assistant Clerk    July 2005    Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel (since 2004); Dechert LLP (law firm), Counsel (prior to December 2004)
David L. DiLorenzo (k)
(born 8/10/68)
  Assistant Treasurer    July 2005    Massachusetts Financial Services Company, Vice President (since June 2005); JP Morgan Investor Services, Vice President (until June 2005)
Timothy M. Fagan (k)
(born 7/10/68)
  Assistant Secretary and Assistant Clerk    September 2005    Massachusetts Financial Services Company, Vice President and Senior Counsel (since September 2005); John Hancock Advisers, LLC, Vice President, Senior Attorney and Chief Compliance Officer (until August 2005)
Mark D. Fischer (k)
(born 10/27/70)
  Assistant Treasurer    July 2005    Massachusetts Financial Services Company, Vice President (since May 2005); JP Morgan Investment Management Company, Vice President (until May 2005)

 

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Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Robyn L. Griffin
(born 7/04/75)
  Assistant Independent Chief Compliance Officer    August 2008    Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice President (October 2006 – July 2008); Liberty Mutual Group (insurance), Personal Market Assistant Controller (April 2006 – October 2006); Deloitte & Touche LLP (professional services firm), Senior Manager (prior to April 2006)

Brian E. Langenfeld (k)

(born 3/07/73)

  Assistant Secretary and Assistant Clerk    June 2006    Massachusetts Financial Services Company, Vice President and Senior Counsel (since May 2006); John Hancock Advisers, LLC, Assistant Vice President and Counsel (until April 2006)
Ellen Moynihan (k)
(born 11/13/57)
  Assistant Treasurer    April 1997    Massachusetts Financial Services Company, Senior Vice President

Susan S. Newton (k)

(born 3/07/50)

  Assistant Secretary and Assistant Clerk    May 2005    Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel (since April 2005); John Hancock Advisers, LLC, Senior Vice President, Secretary and Chief Legal Officer (until April 2005)
Susan A. Pereira (k)
(born 11/05/70)
  Assistant Secretary and Assistant Clerk    July 2005    Massachusetts Financial Services Company, Vice President and Senior Counsel (since June 2004); Bingham McCutchen LLP (law firm), Associate (until June 2004)
Mark N. Polebaum (k)
(born 5/01/52)
  Secretary and Clerk    January 2006    Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary (since January 2006); Wilmer Cutler Pickering Hale and Dorr LLP (law firm), Partner (until January 2006)

 

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Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Frank L. Tarantino
(born 3/07/44)
  Independent Chief Compliance Officer    June 2004    Tarantino LLC (provider of compliance services), Principal (since June 2004); CRA Business Strategies Group (consulting services), Executive Vice President (until June 2004)
Richard S. Weitzel (k)
(born 7/16/70)
  Assistant Secretary and Assistant Clerk    October 2007    Massachusetts Financial Services Company, Vice President and Assistant General Counsel (since 2004); Massachusetts Department of Business and Technology, General Counsel (until April 2004)
James O. Yost (k)
(born 6/12/60)
  Assistant Treasurer    September 1990    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, Messrs. Pozen and Manning served as Advisory Trustees. For the period March 2008 until October 2008, Ms. Dwyer served as Treasurer of the Funds.
(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 position with MFS. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.
(n) In 2004 and 2005, Mr. Butler provided consulting services to the independent compliance consultant retained by MFS pursuant to its settlement with the SEC concerning market timing and related matters. The terms of that settlement required that compensation and expenses related to the independent compliance consultant be borne exclusively by MFS and, therefore, MFS paid Mr. Butler for the services he rendered to the independent compliance consultant. In 2004 and 2005, MFS paid Mr. Butler a total of $351,119.29.

Each Trustee (except Messrs. Butler, Kavanaugh and Uek and Ms. Goldfarb) 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 held a shareholders’ meeting in 2005 to elect Trustees, and will hold a shareholders’ meeting at least once every five years thereafter, to elect Trustees. Messrs. Butler, Kavanaugh, Sherratt, Uek and Ms. Thomsen are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of January 1, 2009, the Trustees served as board members of 104 funds within the MFS Family of Funds.

 

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

 

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
500 Boylston Street, Boston, MA 02116-3741
  JPMorgan Chase Bank
One Chase Manhattan Plaza, New York, NY 10081
Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
500 Boylston Street, Boston, MA 02116-3741
  Ernst & Young LLP
200 Clarendon Street, Boston, MA 02116
Portfolio Managers  
Nevin Chitkara  
Steven Gorham  

Matthew Ryan

 
Benjamin Stone  
Erik Weisman  
Barnaby Wiener  

 

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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, 2009 (“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 Chief Compliance Officer, a full-time 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2008 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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,

 

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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, (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, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. 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 Lipper Inc., 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, 2008, 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 1st quintile for each of the one and five-year periods ended December 31, 2008 relative to the Lipper performance universe. Because of the passage of time, these performance results are likely to differ from the performance results for more recent periods, including those shown elsewhere in this report.

 

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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 Lipper Inc. The Trustees considered that MFS currently observes an expense limitation for the Fund. The Trustees also considered that, according to the Lipper data (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Lipper expense group median.

The Trustees also considered the advisory fees charged by MFS to institutional accounts. 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 in comparison to institutional accounts, 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, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.

The Trustees also considered whether the Fund is likely to benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund. They noted that MFS has agreed in writing to reduce its advisory fee on average daily net assets over $500 million and $1 billion, which may not be changed without the Trustees’ approval. The Trustees concluded that the existing breakpoints were sufficient to allow the Fund to benefit from economies of scale as its assets grow.

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

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the

 

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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 entry into the industry of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Funds 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 a majority of 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, 2009.

A discussion regarding the Board’s most recent review and renewal of the fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of the MFS Web site (mfs.com).

 

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PROXY VOTING POLICIES AND INFORMATION

A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling
1-800-225-2606, by visiting the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com 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. The fund’s Form N-Q 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. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and copies of this information 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.

A shareholder can also obtain the quarterly portfolio holdings report at mfs.com.

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 by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of mfs.com.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2009 income tax forms in January 2010. 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 for the 15% tax rate.

The fund designates $3,099,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 24.72% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

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MFS® PRIVACY NOTICE

Privacy is a concern for every investor today. At MFS Investment Management® and the MFS funds, we take this concern very seriously. We want you to understand our policies about the investment products and services that we offer, and how we protect the nonpublic personal information of investors who have a direct relationship with us and our wholly owned subsidiaries.

Throughout our business relationship, you provide us with personal information. We maintain information and records about you, your investments, and the services you use. Examples of the nonpublic personal information we maintain include

 

  Ÿ  

data from investment applications and other forms

  Ÿ  

share balances and transactional history with us, our affiliates, or others

  Ÿ  

facts from a consumer reporting agency

We do not disclose any nonpublic personal information about our customers or former customers to anyone, except as permitted by law. We may share nonpublic personal information with third parties or certain of our affiliates in connection with servicing your account or processing your transactions. We may share information with companies or financial institutions that perform marketing services on our behalf or with other financial institutions with which we have joint marketing arrangements, subject to any legal requirements.

Authorization to access your nonpublic personal information is limited to appropriate personnel who provide products, services, or information to you. We maintain physical, electronic, and procedural safeguards to help protect the personal information we collect about you.

If you have any questions about the MFS privacy policy, please call 1-800-225-2606 any business day.

Note: If you own MFS products or receive MFS services 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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CONTACT US

Web site

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

Account service and literature

Shareholders

1-800-225-2606

Investment professionals

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

LOGO

Save paper with eDelivery. MFS® will send you prospectuses, reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter. LOGO 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, and eDelivery may not be available to you.

LOGO

 


Table of Contents

LOGO


Table of Contents

MFS® Utilities Fund

 

LETTER FROM THE CEO      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      17
STATEMENTS OF CHANGES IN NET ASSETS      18
FINANCIAL HIGHLIGHTS      19
NOTES TO FINANCIAL STATEMENTS      27
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      43
TRUSTEES AND OFFICERS      44
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT      51
PROXY VOTING POLICIES AND INFORMATION      55
QUARTERLY PORTFOLIO DISCLOSURE      55
FURTHER INFORMATION      55
FEDERAL TAX INFORMATION      55
MFS® PRIVACY NOTICE      56
CONTACT INFORMATION     BACK COVER

SIPC Contact Information:

You may obtain information about the Securities Investor Protection Corporation (“SIPC”), including the SIPC Brochure, by contacting SIPC either by telephone (202-371-8300) or by accessing SIPC’s website address (www.sipc.org).

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 Ÿ MAY LOSE VALUE Ÿ

NO BANK GUARANTEE

 

10/31/09

MMU-ANN


Table of Contents

LOGO

 

LETTER FROM THE CEO

Dear Shareholders:

There remains some question as to when the global economy will achieve a sustainable recovery. While some economists and market watchers are optimistic that the worst is behind us, a number also agree with U.S. Federal Reserve Board Chairman Ben Bernanke who said in September that “even though from a technical perspective the recession is very likely over at this point, it’s still going to feel like a very weak economy for some time.”

Have we in fact turned the corner? We have seen tremendous rallies in the markets over the past six months. The Fed has cut interest rates aggressively toward zero to support credit markets, global deleveraging has helped diminish inflationary concerns, and stimulus measures have put more money in the hands of the government and individuals to keep the economy moving. Still, unemployment remains high, consumer confidence and spending continue to waiver, and the housing market, while improving, has a long way to go to recover.

Regardless of lingering market uncertainties, MFS® is confident that the fundamental principles of long-term investing will always apply. We encourage investors to speak with their advisors to identify and research long-term investment opportunities thoroughly. Global research continues to be one of the hallmarks of MFS, along with a unique collaboration between our portfolio managers and sector analysts, who regularly discuss potential investments before making both buy and sell decisions.

As we continue to dig out from the worst financial crisis in decades, keep in mind that while the road back to sustainable recovery will be slow, gradual, and even bumpy at times, conditions are significantly better than they were six months ago.

Respectfully,

LOGO

Robert J. Manning

Chief Executive Officer and Chief Investment Officer

MFS Investment Management®

December 15, 2009

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

 

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PORTFOLIO COMPOSITION

 

Portfolio structure (i)

LOGO

 

Top ten holdings (i)  
Questar Corp.   3.8%
EQT Corp.   3.7%
AES Corp.   3.4%
NRG Energy, Inc.   3.3%
Sempra Energy   3.3%
CMS Energy Corp.   3.0%
Cellcom Israel Ltd.   2.8%
PPL Corp.   2.8%
E.ON AG   2.7%
Vodafone Group PLC   2.6%

 

Top five industries (i)  
Utilities — Electric Power   46.0%
Natural Gas — Distribution   14.1%
Telephone Services   13.4%
Telecommunications — Wireless   13.2%
Natural Gas — Pipeline   5.7%
Country weightings (i)(w)  
United States   72.8%
Brazil   5.4%
United Kingdom   4.0%
Spain   3.7%
Germany   3.2%
Israel   3.1%
Czech Republic   2.3%
Canada   1.7%
Netherlands   1.6%
Other Countries   2.2%

 

 

(i) For purposes of this presentation, the bond component includes accrued interest amounts and may be positively or negatively impacted by the equivalent exposure from any derivative holdings, if applicable.
(w) Country weightings are based on the valuation currency of each security.

Percentages are based on net assets as of 10/31/09.

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

 

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MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2009, Class A shares of the MFS Utilities Fund (the “fund”) provided a total return of 19.78%, at net asset value. This compares with a return of 9.80% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index, and a return of 2.06% for the fund’s other benchmark, the Standard & Poor’s 500 Utilities Index (the “S&P Utilities Index”).

Market Environment

The global economy and financial markets experienced substantial deterioration and extraordinary volatility over most of the reporting period. Through the first quarter of 2009, the strong headwinds in the U.S. included accelerated deterioration in the housing market, anemic corporate investment, a rapidly declining job market, and a much tighter credit environment. During the very early stages of the period, a series of tumultuous financial events hammered markets. As a result of this turbulent news, global equity markets pushed significantly lower and credit markets witnessed the worst market decline since the beginning of the credit crisis. The synchronized global downturn in economic activity experienced in the fourth quarter of 2008 and the first quarter of 2009 was among the most intense in the post-World War II period. Not only did Europe and Japan fall into very deep recessions, but an increasingly powerful engine of global growth – emerging markets – also contracted almost across the board. The subsequent recovery in global activity has been similarly synchronized, led importantly by emerging Asian economies, but broadening to include most of the global economy to varying degrees. Primary drivers of the recovery include an unwinding of the inventory destocking that took place earlier, as well as massive fiscal and monetary stimulus. As a result, credit conditions and equity indices improved considerably during the second half of the period. Nevertheless, the degree of financial and macroeconomic dislocation remained significant.

During the first half of the reporting period, the Fed implemented its final interest rate cut, while making increasing use of its new lending facilities to alleviate ever-tightening credit markets. On the fiscal front, the U.S. Treasury designed and began implementing a massive fiscal stimulus package. As inflationary concerns diminished in the face of global deleveraging, and equity and credit markets deteriorated more sharply, central banks around the world also cut interest rates dramatically. Globally, policy makers increasingly sought to coordinate their rescue efforts, which resulted in a number of international actions, such as the establishment of swap lines between the Federal Reserve and a number of other central banks, as well as a substantial increase in the financial resources of the International Monetary Fund. By the middle of the

 

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Management Review – continued

 

period, several central banks had approached their lower bound on policy rates and were examining the implementation and ramifications of quantitative easing as a means to further loosen monetary policy to offset the continuing fall in global economic activity. However, by the end of the period, there were broadening signs that the worst of the global macroeconomic deterioration had passed, which caused the subsequent rise in asset valuations. As most asset prices rebounded in the second half of the period and the demand for liquidity waned, the debate concerning monetary exit strategies had begun, creating added uncertainty regarding the forward path of policy rates.

Contributors to Performance

During the reporting period, strong stock selection in the electric power industry contributed to the fund’s performance relative to the S&P Utilities Index. Standout performers in this industry included electricity distributor Eletropaulo Metropolitana (Brazil) (aa), independent power producer AES Corp., electric power generator AES Tiete (Brazil) (aa), and electric utility companies CMS Energy and CEZ (Czech Republic) (aa). Shares of Eletropaulo Metropolitana appreciated as a result of its strong dividend yield, attractive valuation, and solid quality metrics. AES Corp. also performed well as it continued to improve its financial position, rationalize its investments, and generate good free-cash-flow. Elsewhere, the timing of our ownership in shares of power provider FirstEnergy Corp., and not holding poor-performing electric utility and gas company Exelon Corp., also had a positive impact on relative returns.

The fund’s holdings in the telephone services industry, which is not represented in the S&P Utilities Index, was another positive area for relative performance. Within this industry, telecommunications companies, Virgin Media (aa) and Telefonica (Spain) (aa), were among the fund’s top relative contributors. Virgin Media continued to add value for shareholders as the company remained focused on increasing its customer retention rate and customer satisfaction. Additionally, the company reported second quarter revenue growth driven by its consumer business.

Elsewhere, holdings of cable company Time Warner Cable (aa) aided relative returns as the stock significantly outperformed the S&P Utilities Index over the reporting period.

During the reporting period, the fund’s currency exposure was also a contributor to performance relative to the S&P Utilities Index. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for our funds to have different currency exposures than the benchmark.

 

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Management Review – continued

 

Detractors from Performance

Overweighted positions in the natural gas pipeline industry held back results relative to the S&P Utilities Index. Natural gas pipelines operator Williams Cos. (aa) was a top relative detractor within this industry.

Elsewhere, wireless service provider Metro PCS Communications (aa) also hindered returns relative to the S&P Utilities Index. The share price of Metro PCS came under pressure due to increased competition for market share. The company also missed new customer and earnings targets as a result of heightened competition in the prepaid market. The timing of our ownership in shares of power generation company FPL Group and power distribution company PG&E Corp. also negatively impacted relative results.

The fund’s cash position was a detractor from returns relative to the S&P Utilities Index. The fund holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the S&P Utilities Index, holding cash hurt performance versus this benchmark, which has no cash position.

Respectfully,

 

Robert Persons   Maura Shaughnessy
Portfolio Manager   Portfolio Manager

 

(aa) Security is not a benchmark constituent.

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

 

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PERFORMANCE SUMMARY THROUGH 10/31/09

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

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

Growth of a Hypothetical $10,000 Investment

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Performance Summary – continued

 

Total Returns through 10/31/09

Average annual without sales charge

 

     Share class    Class inception date    1-yr    5-yr    10-yr    Life (t)     
    A    2/14/92    19.78%    10.43%    6.20%    N/A    
    B    9/07/93    18.94%    9.62%    5.42%    N/A    
    C    1/03/94    18.86%    9.61%    5.41%    N/A    
    I    1/02/97    20.03%    10.70%    6.46%    N/A    
    R1    4/01/05    18.90%    N/A    N/A    7.93%    
    R2    10/31/03    19.52%    10.04%    N/A    12.81%    
    R3    4/01/05    19.80%    N/A    N/A    8.69%    
    R4    4/01/05    20.06%    N/A    N/A    9.02%    
Comparative benchmarks                        
     Standard & Poor’s 500 Stock Index (f)    9.80%    0.33%    (0.95)%    N/A     
     Standard & Poor’s 500 Utilities Index (f)    2.06%    5.34%    3.13%    N/A     
Average annual with sales charge                        
    A

With Initial Sales Charge (5.75%)

   12.89%    9.13%    5.57%    N/A    
    B

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

   14.94%    9.34%    5.42%    N/A    
    C

With CDSC (1% for 12 months) (x)

   17.86%    9.61%    5.41%    N/A    

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

CDSC – Contingent Deferred 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 information is provided for “life” periods. (See Notes to Performance summary).
(x) Assuming redemption at the end of the applicable period.

Benchmark Definitions

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

It is not possible to invest directly in an index.

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

 

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Performance Summary – continued

 

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.

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.

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

 

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EXPENSE TABLE

Fund expenses borne by the shareholders during the period,

May 1, 2009 through October 31, 2009

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

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Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
  Beginning
Account Value
5/01/09
  Ending
Account Value
10/31/09
  Expenses
Paid During
Period (p)
5/01/09-10/31/09
A   Actual   1.05%   $1,000.00   $1,234.81   $5.91
  Hypothetical (h)   1.05%   $1,000.00   $1,019.91   $5.35
B   Actual   1.80%   $1,000.00   $1,229.92   $10.12
  Hypothetical (h)   1.80%   $1,000.00   $1,016.13   $9.15
C   Actual   1.80%   $1,000.00   $1,230.01   $10.12
  Hypothetical (h)   1.80%   $1,000.00   $1,016.13   $9.15
I   Actual   0.79%   $1,000.00   $1,235.71   $4.45
  Hypothetical (h)   0.79%   $1,000.00   $1,021.22   $4.02
R1   Actual   1.80%   $1,000.00   $1,230.45   $10.12
  Hypothetical (h)   1.80%   $1,000.00   $1,016.13   $9.15
R2   Actual   1.30%   $1,000.00   $1,233.73   $7.32
  Hypothetical (h)   1.30%   $1,000.00   $1,018.65   $6.61
R3   Actual   1.05%   $1,000.00   $1,233.95   $5.91
  Hypothetical (h)   1.05%   $1,000.00   $1,019.91   $5.35
R4   Actual   0.80%   $1,000.00   $1,236.13   $4.51
  Hypothetical (h)   0.80%   $1,000.00   $1,021.17   $4.08

 

(h) 5% class return per year before expenses.

 

(p) Expenses paid is equal to each class’ annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

 

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PORTFOLIO OF INVESTMENTS

10/31/09

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 - 92.0%           
Issuer    Shares/Par   Value ($)
    
Cable TV - 3.2%           
Comcast Corp., “Special A”    2,103,900   $ 29,496,678
DIRECTV Group, Inc. (a)(l)    287,800     7,569,140
Time Warner Cable, Inc.    1,022,469     40,326,177
        
         $ 77,391,995
Energy - Independent - 0.4%           
Apache Corp.    54,000   $ 5,082,480
CONSOL Energy, Inc.    78,600     3,364,866
Whiting Petroleum Corp. (a)    21,100     1,190,040
        
         $ 9,637,386
Natural Gas - Distribution - 14.1%           
EQT Corp.    2,162,630   $ 90,527,692
GDF Suez    887,242     37,132,125
NiSource, Inc.    1,599,200     20,661,664
ONEOK, Inc.    358,900     12,995,769
Questar Corp.    2,321,966     92,507,125
Sempra Energy    1,563,890     80,462,141
Spectra Energy Corp.    368,520     7,046,102
        
         $ 341,332,618
Natural Gas - Pipeline - 4.9%           
El Paso Corp.    4,470,550   $ 43,856,096
Enagas S.A.    922,475     18,990,857
Williams Cos., Inc.    2,969,760     55,979,976
        
         $ 118,826,929
Oil Services - 0.5%           
Weatherford International Ltd. (a)    676,600   $ 11,860,798
Pollution Control - 0.1%           
Suez Environnement    111,400   $ 2,481,259
Telecommunications - Wireless - 13.2%           
America Movil S.A.B. de C.V., “L”, ADR    546,970   $ 24,137,786
Cellcom Israel Ltd.    2,294,752     69,049,088
MetroPCS Communications, Inc. (a)    1,942,000     12,098,660
Mobile TeleSystems OJSC, ADR    432,510     19,592,703

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Common Stocks - continued           
Telecommunications - Wireless - continued           
MTN Group Ltd.    1,277,290   $ 19,172,796
NII Holdings, Inc. (a)    369,440     9,949,019
Partner Communication Co. Ltd., ADR    320,600     6,043,310
Philippine Long Distance Telephone Co.    89,800     4,844,030
Philippine Long Distance Telephone Co., ADR    199,800     10,649,340
Rogers Communications, Inc., “B”    1,402,610     41,156,016
Vimpel-Communications, ADR    553,500     9,924,255
Vivo Participacoes S.A., ADR    1,231,975     29,875,394
Vodacom Group PLC (a)    168,758     1,172,291
Vodafone Group PLC    28,829,540     63,785,079
        
         $ 321,449,767
Telephone Services - 12.4%           
American Tower Corp., “A” (a)    512,500   $ 18,870,250
AT&T, Inc.    2,225,180     57,120,371
CenturyTel, Inc.    1,143,941     37,132,325
China Unicom Ltd., ADR    447,900     5,665,935
Crown Castle International Corp. (a)    78,800     2,381,336
Frontier Communications Corp.    1,858,500     13,325,445
Royal KPN N.V.    2,197,270     39,836,233
Tele Norte Leste Participacoes S.A., ADR    329,800     6,285,988
Telefonica S.A.    809,190     22,586,035
Virgin Media, Inc.    4,378,809     61,171,962
Windstream Corp.    3,681,195     35,486,720
        
         $ 299,862,600
Utilities - Electric Power - 43.2%           
AES Corp. (a)    6,383,460   $ 83,431,822
AES Tiete S.A., IPS    2,682,218     30,223,676
Allegheny Energy, Inc.    1,694,300     38,663,926
American Electric Power Co., Inc.    1,616,330     48,845,493
Calpine Corp. (a)    114,000     1,281,360
CenterPoint Energy, Inc.    620,410     7,817,166
CEZ AS    1,134,130     56,494,488
CMS Energy Corp.    5,447,290     72,448,957
Companhia de Saneamento De Minas Gerais    205,400     3,667,024
Companhia Paranaense De Energia, ADR    344,700     6,066,720
Companhia Paranaense De Energia, IPS    271,800     4,729,036
Constellation Energy Group, Inc.    1,267,693     39,197,068
Covanta Holding Corp. (a)    261,400     4,490,852
CPFL Energia S.A.    71,200     1,228,701
Dominion Resources, Inc.    613,400     20,910,806
DPL, Inc.    1,629,333     41,287,298

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)
    
Common Stocks - continued             
Utilities - Electric Power - continued             
DTE Energy Co.      246,700   $ 9,122,966
E.ON AG      1,726,871     66,007,371
Eletropaulo Metropolitana S.A., IPS      2,316,460     43,328,427
Entergy Corp.      212,700     16,318,344
FirstEnergy Corp.      901,130     39,000,906
National Grid PLC      2,920,700     29,040,643
Northeast Utilities      1,352,560     31,176,508
NRG Energy, Inc. (a)      3,506,111     80,605,492
OGE Energy Corp.      713,227     23,693,401
PG&E Corp.      707,600     28,933,764
PPL Corp.      2,305,100     67,862,144
Public Service Enterprise Group, Inc.      1,896,852     56,526,190
Red Electrica de Espana      936,171     48,414,983
RWE AG      135,200     11,838,447
Tractebel Energia S.A.      399,900     4,744,499
Wisconsin Energy Corp.      698,000     30,481,660
        
           $ 1,047,880,138
Total Common Stocks (Identified Cost, $2,108,078,427)          $ 2,230,723,490
Bonds - 1.1%             
Asset Backed & Securitized - 0.0%             
Falcon Franchise Loan LLC, FRN, 3.36%, 2021 (i)(z)    $ 2,152,110   $ 105,884
Cable TV - 0.4%             
CSC Holdings, Inc., 8.625%, 2019 (z)    $ 5,115,000   $ 5,460,263
Virgin Media Finance PLC, 9.5%, 2016      4,420,000     4,674,150
        
           $ 10,134,413
Metals & Mining - 0.1%             
Arch Coal, Inc., 8.75%, 2016 (n)    $ 3,625,000   $ 3,715,624
Utilities - Electric Power - 0.6%             
AES Corp., 9.75%, 2016 (n)    $ 12,317,000   $ 13,425,530
Total Bonds (Identified Cost, $24,394,267)          $ 27,381,451
Convertible Bonds - 1.7%             
Telephone Services - 1.0%             
Virgin Media, Inc., 6.5%, 2016 (z)    $ 23,172,000   $ 24,504,390

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par   Value ($)  
    
Convertible Bonds - continued               
Utilities - Electric Power - 0.7%               
Covanta Holding Corp., 3.25%, 2014 (z)    $ 14,874,820   $ 16,659,798   
Total Convertible Bonds (Identified Cost, $27,513,238)          $ 41,164,188   
Convertible Preferred Stocks - 2.3%               
Natural Gas - Pipeline - 0.8%               
El Paso Corp., 4.99%      22,000   $ 19,222,500   
Utilities - Electric Power - 1.5%               
FPL Group, Inc., 8.375%      448,000   $ 21,504,000   
Great Plains Energy, Inc., 12%      216,890     13,403,802   
          
           $ 34,907,802   
Total Convertible Preferred Stocks
(Identified Cost, $60,902,535)
         $ 54,130,302   
Money Market Funds (v) - 3.3%               
MFS Institutional Money Market Portfolio, 0.13%,
at Cost and Net Asset Value
     80,699,538   $ 80,699,538   
Collateral for Securities Loaned - 0.1%               
Morgan Stanley, Repurchase Agreement, 0.06%, dated 10/30/09, due 11/02/09, total to be received $3,196,641 (secured by U.S. Treasury and Federal Agency obligations and Mortgage Backed securities valued at $3,260,564 in an individually traded account), at Cost and Net Asset Value    $ 3,196,625   $ 3,196,625   
Total Investments (Identified Cost, $2,304,784,630)          $ 2,437,295,594   
Other Assets, Less Liabilities - (0.5)%            (12,321,283
Net Assets - 100.0%          $ 2,424,974,311   

 

(a) Non-income producing security.
(i) Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.
(l) All or a portion of this security is on loan.
(n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $17,141,154, representing 0.7% of net assets.
(v) Underlying fund that is available only to investment companies managed by MFS. The rate quoted is the annualized seven-day yield of the fund at period end.
(z)

Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve

 

14


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Portfolio of Investments – continued

 

 

time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:

 

Restricted Securities    Acquisition
Date
   Cost    Current
Market
Value
CSC Holdings, Inc., 8.625%, 2019    2/09/09    $4,880,552    $5,460,263
Covanta Holding Corp., 3.25%, 2014    5/18/09    14,874,820    16,659,798
Falcon Franchise Loan LLC, FRN, 3.36%, 2021    1/08/02    128,466    105,884
Virgin Media, Inc., 6.5%, 2016    2/09/04-4/06/09    12,638,418    24,504,390
Total Restricted Securities          $46,730,335
% of Net Assets          1.9%

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

 

ADR   American Depository Receipt
FRN   Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end.
IPS   International Preference Stock
PLC   Public Limited Company

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

 

EUR   Euro
GBP   British Pound

Derivative Contracts at 10/31/09

Forward Foreign Currency Exchange Contracts at 10/31/09

 

Type   Currency   Counterparty   Contracts
to
Deliver/
Receive
  Settlement
Date Range
  In
Exchange
For
  Contracts
at Value
  Net
Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives                      
BUY   EUR   JPMorgan Chase Bank   22,198,427   1/13/10   $32,631,354   $32,662,247   $30,893   
BUY   EUR   Merrill Lynch International   2,109,095   12/16/09   3,083,392   3,103,547   20,155   
SELL   EUR   Merrill Lynch International   4,254,323   12/16/09   6,337,538   6,260,265   77,273   
                 
              $128,321   
                 
Liability Derivatives                      
BUY   EUR   Barclays Bank   745,724   1/13/10   $1,107,527   $1,097,241   $(10,286
BUY   EUR   HSBC Bank   4,011,171   12/16/09-01/13/10   5,996,416   5,902,055   (94,361
SELL   EUR   UBS AG   114,182,900   12/16/09   166,972,510   168,020,900   (1,048,390
SELL   GBP   Barclays Bank   15,386,238   1/13/10   24,438,233   25,243,279   (805,046
SELL   GBP   Deutsche Bank   14,923,566   1/13/10   23,704,593   24,484,200   (779,607
SELL   GBP   HSBC Bank   851,451   12/16/09-1/13/10   1,361,265   1,396,949   (35,684
SELL   GBP   UBS AG   699,872   1/13/10   1,144,836   1,148,237   (3,401
                 
              $(2,776,775
                 

At October 31, 2009 the fund had sufficient cash and/or other liquid securities to cover any commitments under these derivative contracts.

See Notes to Financial Statements

 

15


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Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/09

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

 

Assets       

Investments-

  

Non-affiliated issuers, at value (identified cost, $2,224,085,092)

   $2,356,596,056   

Underlying funds, at cost and value

   80,699,538   

Total investments, at value, including $3,142,850 of securities on loan
(identified cost, $2,304,784,630)

   $2,437,295,594   

Cash

   1,654,100   

Restricted cash

   550,000   

Receivables for

  

Forward foreign currency exchange contracts

   128,321   

Investments sold

   21,091,279   

Fund shares sold

   7,160,999   

Interest and dividends

   9,065,636   

Total assets

   $2,476,945,929   
Liabilities       

Payables for

  

Distributions

   $1,311,198   

Forward foreign currency exchange contracts

   2,776,775   

Investments purchased

   39,481,033   

Fund shares reacquired

   3,979,352   

Collateral for securities loaned, at value

   3,196,625   

Payable to affiliates

  

Investment adviser

   121,069   

Shareholder servicing costs

   697,552   

Distribution and service fees

   82,192   

Administrative services fee

   3,148   

Payable for independent Trustees’ compensation

   71,614   

Accrued expenses and other liabilities

   251,060   

Total liabilities

   $51,971,618   

Net assets

   $2,424,974,311   
Net assets consist of       

Paid-in capital

   $2,934,382,745   

Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies

   130,363,956   

Accumulated net realized gain (loss) on investments and foreign currency transactions

   (648,179,064

Undistributed net investment income

   8,406,674   

Net assets

   $2,424,974,311   

Shares of beneficial interest outstanding

   175,942,672   

 

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

Class A

   $1,766,611,149    128,089,237    $13.79

Class B

   196,483,233    14,293,781    13.75

Class C

   299,350,779    21,769,015    13.75

Class I

   39,174,658    2,833,717    13.82

Class R1

   9,673,864    704,525    13.73

Class R2

   61,470,247    4,465,114    13.77

Class R3

   39,450,154    2,862,625    13.78

Class R4

   12,760,227    924,658    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 $14.63. On sales of $50,000 or more, the maximum offering price of Class A 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 and R4.

See Notes to Financial Statements

 

16


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Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 10/31/09

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       

Income

  

Dividends

   $117,245,435   

Dividends from underlying funds

   157,165   

Interest

   5,531,750   

Foreign taxes withheld

   (3,373,573

Total investment income

   $119,560,777   

Expenses

  

Management fee

   $12,942,677   

Distribution and service fees

   9,003,698   

Shareholder servicing costs

   3,878,103   

Administrative services fee

   423,573   

Independent Trustees’ compensation

   70,997   

Custodian fee

   358,372   

Shareholder communications

   203,025   

Auditing fees

   54,030   

Legal fees

   75,839   

Miscellaneous

   282,205   

Total expenses

   $27,292,519   

Fees paid indirectly

   (8,985

Reduction of expenses by investment adviser

   (13,476

Net expenses

   $27,270,058   

Net investment income

   $92,290,719   
Realized and unrealized gain (loss) on investments and foreign currency transactions       

Realized gain (loss) (identified cost basis)

  

Investment transactions (net of $561 country tax) (s)

   $(550,744,950

Foreign currency transactions

   (9,007,159

Net realized gain (loss) on investments
and foreign currency transactions

   $(559,752,109

Change in unrealized appreciation (depreciation)

  

Investments

   $865,643,257   

Translation of assets and liabilities in foreign currencies

   (15,089,273

Net unrealized gain (loss) on investments
and foreign currency translation

   $850,553,984   

Net realized and unrealized gain (loss) on investments
and foreign currency

   $290,801,875   

Change in net assets from operations

   $383,092,594   

 

(s) Includes proceeds received from a non-recurring cash settlement in the amount of $12,581,857 from a litigation settlement against Enron Corp.

See Notes to Financial Statements

 

17


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Years ended 10/31  
     2009      2008  
Change in net assets              
From operations              

Net investment income

   $92,290,719       $60,079,022   

Net realized gain (loss) on investments and
foreign currency transactions

   (559,752,109    (47,721,605

Net unrealized gain (loss) on investments and
foreign currency translation

   850,553,984       (1,431,060,712

Change in net assets from operations

   $383,092,594       $(1,418,703,295
Distributions declared to shareholders              

From net investment income

   $(79,651,477    $(71,361,167

From net realized gain on investments

   (13,186,944    (190,696,435

Total distributions declared to shareholders

   $(92,838,421    $(262,057,602

Change in net assets from fund share transactions

   $(63,289,488    $269,000,130   

Total change in net assets

   $226,964,685       $(1,411,760,767
Net assets              

At beginning of period

   2,198,009,626       3,609,770,393   

At end of period (including undistributed net investment
income of $8,406,674 and accumulated distributions in excess of net investment income of $6,447,892)

   $2,424,974,311       $2,198,009,626   

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years (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 by which 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    Years ended 10/31  
     2009     2008     2007     2006     2005  

Net asset value, beginning of
period

   $12.04      $20.71      $15.33      $12.33      $9.98   
Income (loss) from investment
operations
                              

Net investment income (d)

   $0.54      $0.34      $0.35      $0.30      $0.18   

Net realized and unrealized gain
(loss) on investments and
foreign currency

   1.75      (7.53   5.38      2.94      2.34   

Total from investment operations

   $2.29      $(7.19   $5.73      $3.24      $2.52   
Less distributions declared to
shareholders
                              

From net investment income

   $(0.47   $(0.41   $(0.35   $(0.24   $(0.17

From net realized gain on
investments

   (0.07   (1.07               

Total distributions declared to
shareholders

   $(0.54   $(1.48   $(0.35   $(0.24   $(0.17

Net asset value, end of period

   $13.79      $12.04      $20.71      $15.33      $12.33   

Total return (%) (r)(s)(t)

   19.78      (37.21   37.77      26.48      25.33   
Ratios (%) (to average net
assets) and Supplemental data:
                              

Expenses before expense
reductions (f)

   1.10      1.05      1.05      1.11      1.13   

Expenses after expense
reductions (f)

   1.10      1.04      1.05      1.11      1.13   

Net investment income

   4.44      1.95      1.92      2.24      1.60   

Portfolio turnover

   71      73      86      100      101   

Net assets at end of period
(000 omitted)

   $1,766,611      $1,593,003      $2,479,305      $1,319,703      $933,535   

See Notes to Financial Statements

 

19


Table of Contents

Financial Highlights – continued

 

Class B    Years ended 10/31  
     2009     2008     2007     2006     2005  

Net asset value, beginning of
period

   $12.00      $20.64      $15.28      $12.29      $9.95   
Income (loss) from investment
operations
                              

Net investment income (d)

   $0.47      $0.21      $0.20      $0.20      $0.10   

Net realized and unrealized gain
(loss) on investments and
foreign currency

   1.73      (7.51   5.38      2.93      2.32   

Total from investment operations

   $2.20      $(7.30   $5.58      $3.13      $2.42   
Less distributions declared to
shareholders
                              

From net investment income

   $(0.38   $(0.27   $(0.22   $(0.14   $(0.08

From net realized gain on
investments

   (0.07   (1.07               

Total distributions declared to
shareholders

   $(0.45   $(1.34   $(0.22   $(0.14   $(0.08

Net asset value, end of period

   $13.75      $12.00      $20.64      $15.28      $12.29   

Total return (%) (r)(s)(t)

   18.94      (37.68   36.73      25.55      24.39   
Ratios (%) (to average net
assets) and Supplemental data:
                              

Expenses before expense
reductions (f)

   1.85      1.79      1.80      1.86      1.89   

Expenses after expense
reductions (f)

   1.85      1.78      1.80      1.86      1.89   

Net investment income

   3.86      1.20      1.13      1.51      0.88   

Portfolio turnover

   71      73      86      100      101   

Net assets at end of period
(000 omitted)

   $196,483      $239,127      $593,215      $597,964      $617,687   

See Notes to Financial Statements

 

20


Table of Contents

Financial Highlights – continued

 

Class C    Years ended 10/31  
     2009     2008     2007     2006     2005  

Net asset value, beginning of
period

   $12.01      $20.65      $15.30      $12.30      $9.96   
Income (loss) from investment
operations
                              

Net investment income (d)

   $0.45      $0.21      $0.21      $0.20      $0.10   

Net realized and unrealized gain
(loss) on investments and
foreign currency

   1.74      (7.51   5.36      2.94      2.32   

Total from investment operations

   $2.19      $(7.30   $5.57      $3.14      $2.42   
Less distributions declared to
shareholders
                              

From net investment income

   $(0.38   $(0.27   $(0.22   $(0.14   $(0.08

From net realized gain on
investments

   (0.07   (1.07               

Total distributions declared to
shareholders

   $(0.45   $(1.34   $(0.22   $(0.14   $(0.08

Net asset value, end of period

   $13.75      $12.01      $20.65      $15.30      $12.30   

Total return (%) (r)(s)(t)

   18.86      (37.64   36.64      25.61      24.37   
Ratios (%) (to average net
assets) and Supplemental data:
                              

Expenses before expense
reductions (f)

   1.85      1.80      1.80      1.86      1.88   

Expenses after expense
reductions (f)

   1.85      1.79      1.80      1.86      1.88   

Net investment income

   3.67      1.20      1.15      1.51      0.87   

Portfolio turnover

   71      73      86      100      101   

Net assets at end of period
(000 omitted)

   $299,351      $262,113      $402,178      $260,120      $218,335   

See Notes to Financial Statements

 

21


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Financial Highlights – continued

 

Class I    Years ended 10/31  
     2009     2008     2007     2006     2005  

Net asset value, beginning of
period

   $12.07      $20.74      $15.36      $12.35      $10.00   
Income (loss) from investment
operations
                              

Net investment income (d)

   $0.46      $0.39      $0.40      $0.33      $0.21   

Net realized and unrealized gain
(loss) on investments and
foreign currency

   1.86      (7.54   5.38      2.95      2.34   

Total from investment operations

   $2.32      $(7.15   $5.78      $3.28      $2.55   
Less distributions declared to
shareholders
                              

From net investment income

   $(0.50   $(0.45   $(0.40   $(0.27   $(0.20

From net realized gain on
investments

   (0.07   (1.07               

Total distributions declared to
shareholders

   $(0.57   $(1.52   $(0.40   $(0.27   $(0.20

Net asset value, end of period

   $13.82      $12.07      $20.74      $15.36      $12.35   

Total return (%) (r)(s)

   20.03      (36.99   38.03      26.83      25.59   
Ratios (%) (to average net
assets) and Supplemental data:
                              

Expenses before expense
reductions (f)

   0.82      0.79      0.80      0.86      0.88   

Expenses after expense
reductions (f)

   0.82      0.78      0.80      0.86      0.88   

Net investment income

   3.60      2.17      2.17      2.45      1.81   

Portfolio turnover

   71      73      86      100      101   

Net assets at end of period
(000 omitted)

   $39,175      $10,141      $19,230      $9,830      $6,630   

See Notes to Financial Statements

 

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Class R1    Years ended 10/31  
     2009     2008     2007     2006     2005 (i)  

Net asset value, beginning of
period

   $11.99      $20.63      $15.28      $12.29      $11.04   
Income (loss) from investment
operations
                              

Net investment income (d)

   $0.44      $0.20      $0.17      $0.19      $0.01   

Net realized and unrealized gain
(loss) on investments and
foreign currency

   1.75      (7.50   5.39      2.92      1.29   

Total from investment operations

   $2.19      $(7.30   $5.56      $3.11      $1.30   
Less distributions declared to
shareholders
                              

From net investment income

   $(0.38   $(0.27   $(0.21   $(0.12   $(0.05

From net realized gain on
investments

   (0.07   (1.07               

Total distributions declared to
shareholders

   $(0.45   $(1.34   $(0.21   $(0.12   $(0.05

Net asset value, end of period

   $13.73      $11.99      $20.63      $15.28      $12.29   

Total return (%) (r)(s)

   18.90      (37.69   36.62      25.42      11.77 (n) 
Ratios (%) (to average net
assets) and Supplemental data:
                              

Expenses before expense
reductions (f)

   1.84      1.83      1.92      2.06      2.08 (a) 

Expenses after expense
reductions (f)

   1.84      1.83      1.90      1.96      2.05 (a) 

Net investment income

   3.61      1.15      0.92      1.40      0.12 (a) 

Portfolio turnover

   71      73      86      100      101   

Net assets at end of period
(000 omitted)

   $9,674      $7,689      $9,017      $1,902      $879   

See Notes to Financial Statements

 

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Class R2    Years ended 10/31  
     2009     2008     2007     2006     2005  

Net asset value, beginning of
period

   $12.02      $20.67      $15.31      $12.31      $9.97   
Income (loss) from investment
operations
                              

Net investment income (d)

   $0.50      $0.29      $0.27      $0.24      $0.11   

Net realized and unrealized gain
(loss) on investments and
foreign currency

   1.76      (7.51   5.38      2.94      2.34   

Total from investment operations

   $2.26      $(7.22   $5.65      $3.18      $2.45   
Less distributions declared to
shareholders
                              

From net investment income

   $(0.44   $(0.36   $(0.29   $(0.18   $(0.11

From net realized gain on
investments

   (0.07   (1.07               

Total distributions declared to
shareholders

   $(0.51   $(1.43   $(0.29   $(0.18   $(0.11

Net asset value, end of period

   $13.77      $12.02      $20.67      $15.31      $12.31   

Total return (%) (r)(s)

   19.52      (37.35   37.17      26.02      24.66   
Ratios (%) (to average net
assets) and Supplemental data:
                              

Expenses before expense
reductions (f)

   1.34      1.33      1.47      1.62      1.62   

Expenses after expense
reductions (f)

   1.34      1.32      1.44      1.52      1.60   

Net investment income

   4.12      1.69      1.49      1.73      0.97   

Portfolio turnover

   71      73      86      100      101   

Net assets at end of period
(000 omitted)

   $61,470      $49,039      $50,205      $14,413      $2,426   

See Notes to Financial Statements

 

24


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Class R3    Years ended 10/31  
     2009     2008     2007     2006     2005 (i)  

Net asset value, beginning of
period

   $12.03      $20.69      $15.32      $12.33      $11.08   
Income (loss) from investment
operations
                              

Net investment income (d)

   $0.54      $0.34      $0.33      $0.26      $0.10   

Net realized and unrealized gain
(loss) on investments and
foreign currency

   1.75      (7.53   5.37      2.95      1.25   

Total from investment operations

   $2.29      $(7.19   $5.70      $3.21      $1.35   
Less distributions declared to
shareholders
                              

From net investment income

   $(0.47   $(0.40   $(0.33   $(0.22   $(0.10

From net realized gain on
investments

   (0.07   (1.07               

Total distributions declared to
shareholders

   $(0.54   $(1.47   $(0.33   $(0.22   $(0.10

Net asset value, end of period

   $13.78      $12.03      $20.69      $15.32      $12.33   

Total return (%) (r)(s)

   19.80      (37.21   37.55      26.21      12.22 (n) 
Ratios (%) (to average net
assets) and Supplemental data:
                              

Expenses before expense
reductions (f)

   1.10      1.07      1.20      1.28      1.26 (a) 

Expenses after expense
reductions (f)

   1.09      1.07      1.20      1.28      1.26 (a) 

Net investment income

   4.40      1.91      1.77      1.93      1.50 (a) 

Portfolio turnover

   71      73      86      100      101   

Net assets at end of period
(000 omitted)

   $39,450      $31,360      $41,574      $10,786      $62   

See Notes to Financial Statements

 

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Class R4    Years ended 10/31  
     2009     2008     2007     2006     2005 (i)  

Net asset value, beginning of
period

   $12.05      $20.71      $15.34      $12.33      $11.08   
Income (loss) from investment
operations
                              

Net investment income (d)

   $0.54      $0.36      $0.40      $0.28      $0.13   

Net realized and unrealized gain
(loss) on investments and
foreign currency

   1.78      (7.50   5.35      2.99      1.24   

Total from investment operations

   $2.32      $(7.14   $5.75      $3.27      $1.37   
Less distributions declared to
shareholders
                              

From net investment income

   $(0.50   $(0.45   $(0.38   $(0.26   $(0.12

From net realized gain on
investments

   (0.07   (1.07               

Total distributions declared to
shareholders

   $(0.57   $(1.52   $(0.38   $(0.26   $(0.12

Net asset value, end of period

   $13.80      $12.05      $20.71      $15.34      $12.33   

Total return (%) (r)(s)

   20.06      (37.01   37.89      26.75      12.41 (n) 
Ratios (%) (to average net
assets) and Supplemental data:
                              

Expenses before expense
reductions (f)

   0.84      0.83      0.90      0.96      0.96 (a) 

Expenses after expense
reductions (f)

   0.84      0.82      0.90      0.96      0.96 (a) 

Net investment income

   4.38      2.12      2.12      1.98      1.83 (a) 

Portfolio turnover

   71      73      86      100      101   

Net assets at end of period
(000 omitted)

   $12,760      $5,537      $2,727      $637      $56   

Any redemption fees charged by the fund during the 2005 fiscal year resulted in a per share impact of less than $0.01.

(a) Annualized.
(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, April 1, 2005 (Classes R1, R3, and R4) 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 Enron Corp., the Class A, Class B, Class C, Class I, Class R1, Class R2, Class R3, and Class R4 total returns for the year ended October 31, 2009 would have each been lower by approximately 0.62%.
(t) Total returns do not include any applicable sales charges.

See Notes to Financial Statements

 

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Table of Contents

 

NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

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

 

(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 revenues and expenses during the reporting period. In making these estimates and assumptions, management has considered the effects, if any, of events occurring after the date of the fund’s Statement of Assets and Liabilities through December 17, 2009 which is the date that the financial statements were issued. Actual results could differ from those estimates. The fund invests primarily in securities of issuers in the utility industry. Issuers in a single industry can react similarly to market, economic, political and regulatory conditions and developments. The fund can invest 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.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Equity securities held short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Debt instruments and floating rate loans (other than short-term instruments), 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 generally are valued

 

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at amortized cost, which approximates market value. Forward foreign currency contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. 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 affect 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

 

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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.

The fund has adopted FASB Accounting Standard Codification 820, Fair Value Measurements and Disclosures (“ASC 820”), which provides a single definition of fair value, a hierarchy for measuring fair value and expanded disclosures about fair value measurements.

Various inputs are used in determining the value of the fund’s assets or liabilities carried at market value. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments not reflected in total investments, such as futures, forwards, swap contracts, and written options.

 

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The following is a summary of the levels used as of October 31, 2009 in valuing the fund’s assets or liabilities carried at market value:

 

Investments at Value    Level 1    Level 2      Level 3    Total  
Equity Securities:            

United States

   $1,505,962,756    $40,726,500       $—    $1,546,689,256   

Brazil

   130,149,465             130,149,465   

United Kingdom

      92,825,722          92,825,722   

Spain

      89,991,875          89,991,875   

Germany

      77,845,818          77,845,818   

Israel

   75,092,398             75,092,398   

Czech Republic

   56,494,488             56,494,488   

Canada

   41,156,016             41,156,016   

Netherlands

      39,836,233          39,836,233   

Other Countries

   72,451,279    62,321,242          134,772,521   
Corporate Bonds       63,765,605          63,765,605   
Commercial Mortgage-Backed Securities       105,884          105,884   
Foreign Bonds       4,674,150          4,674,150   
Short Term Securities       3,196,625          3,196,625   
Mutual Funds    80,699,538             80,699,538   
Total Investments    $1,962,005,940    $475,289,654       $—    $2,437,295,594   
Other Financial Instruments                        
Forward Currency Contracts    $—    $(2,648,454    $—    $(2,648,454

Country disclosure is based on the country of domicile. For further information regarding security characteristics, see the Portfolio of Investments.

Repurchase Agreements – The fund may enter into 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.

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.

 

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Derivatives – The fund may use derivatives for different purposes, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the fund, or as alternatives to direct investments. Derivatives may be 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.

In this reporting period the fund adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires enhanced disclosures about the fund’s use of and accounting for derivative instruments and the effect of derivative instruments on the fund’s results of operations and financial position. Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting. Even though the fund may use derivatives in an attempt to achieve an economic hedge, the fund’s derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.

Derivative instruments include written options, purchased options, futures contracts, forward foreign currency exchange contracts, and swap agreements. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract Tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2009:

 

        Asset Derivatives   Liability Derivatives  
        Location on
Statement of
Assets and
Liabilities
  Fair Value   Location on
Statement of
Assets and
Liabilities
  Fair Value   
Foreign
Exchange
Contracts
  Forward
Foreign
Currency
Exchange
Contracts
  Receivable for forward foreign currency exchange contracts   $128,321   Payable for forward foreign currency exchange contracts   $(2,776,775

 

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The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2009 as reported in the Statement of Operations:

 

     Foreign Currency
Transactions
 
Foreign Exchange Contracts   $(10,129,191

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 October 31, 2009 as reported in the Statement of Operations:

 

     Translation
of Assets
and
Liabilities in
Foreign
Currencies
 
Foreign Exchange Contracts   $(15,573,560

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain over-the-counter derivatives, the fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. 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. The ISDA Master Agreement gives the fund the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the 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. However, absent an event of default by the counterparty or a termination of the agreement, the ISDA Master Agreement does not result in an offset of reported balance sheet assets and liabilities across transactions between the fund and the applicable counterparty.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearing house for exchange traded derivatives (i.e., futures and exchange-traded options) while collateral terms are contract specific for over-the-counter traded derivatives (i.e., forwards, swaps and over-the-counter options). For derivatives traded under an ISDA Master Agreement, the collateral requirements are netted across all transactions traded under such agreement and one amount is posted from one

 

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party to the other to collateralize such obligations. Cash collateral that has been pledged to cover obligations of the fund under derivative contracts will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities collateral pledged for the same purpose is noted in the Portfolio of Investments.

Forward Foreign Currency Exchange Contracts – The fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

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

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. The fund’s maximum risk due to counterparty credit risk is the notional amount of the contract. 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 for posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Security Loans – JPMorgan Chase and Co. (“Chase”), as lending agent, may loan the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. 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. 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. Chase provides the fund with indemnification against Borrower default. The fund bears the risk of loss with respect to the investment of cash collateral. On loans collateralized by cash, the cash collateral is invested in short-term securities. A portion of the income generated upon investment of the collateral

 

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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 included in interest income on the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations. The fund was a participant in litigation against Enron Corp. On December 26, 2008, the fund received a cash settlement in the amount of $12,581,857.

Fees Paid Indirectly – The fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the year ended October 31, 2009, is shown as a reduction of total expenses on 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 for the prior three fiscal years remain subject to

 

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Notes to Financial Statements – continued

 

examination by the Internal Revenue Service. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements.

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 foreign currency transactions.

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

 

     10/31/09    10/31/08
Ordinary income (including any short-term capital gains)    $79,655,982    $71,124,263
Long-term capital gain    13,182,439    190,933,339
Total distributions    $92,838,421    $262,057,602

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

 

As of 10/31/09       
Cost of investments    $2,399,867,159   
Gross appreciation    183,133,745   
Gross depreciation    (145,705,310
Net unrealized appreciation (depreciation)    $37,428,435   
Undistributed ordinary income    17,777,506   
Capital loss carryforwards    (555,766,497
Other temporary differences    (8,847,878

As of October 31, 2009, the fund had capital loss carryforwards available to offset future realized gains. Such losses expire as follows:

 

10/31/17    $(555,766,497

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees.

 

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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 shareholders as reported on 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
10/31/09
   Year ended
10/31/08
   Year ended
10/31/09
   Year ended
10/31/08
Class A    $60,695,291    $55,622,260    $9,540,135    $132,385,878
Class B    6,234,055    6,641,612    1,417,392    29,706,426
Class C    8,231,176    6,031,052    1,601,487    21,256,788
Class I    715,721    402,877    61,589    993,475
Class R (b)       41,823       313,426
Class R1    259,485    159,278    49,405    511,858
Former Class R2 (b)       45,925       293,802
Class R2    1,864,849    1,310,190    299,297    2,850,220
Class R3    1,237,946    993,911    183,121    2,238,338
Class R4    412,954    112,239    34,518    146,224
Total    $79,651,477    $71,361,167    $13,186,944    $190,696,435

 

(b) At the close of business on April 18, 2008, Class R and Class R2 shares converted into Class R3 shares. Following this conversion, Class R3, Class R4, and Class R5 shares were renamed Class R2, Class R3, and Class R4 shares, respectively.

 

(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 $3.0 billion of average daily net assets    0.60
Average daily net assets in excess of $3.0 billion    0.55

Effective October 1, 2007, the investment adviser has agreed in writing to further reduce its management fee to 0.50% of average daily net assets in excess of $5.0 billion. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until September 30, 2012. For the year ended October 31, 2009, the fund’s average daily net assets did not exceed $5.0 billion and therefore, the management fee was not reduced. The management fee incurred for the year ended October 31, 2009 was equivalent to an annual effective rate of 0.60% 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 $361,343 for the year ended October 31, 2009, 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 class shares pursuant to Rule 12b-1 of the Investment Company Act of 1940.

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
   Service
Fee Rate (d)
   Total
Distribution
Plan (d)
   Annual
Effective
Rate (e)
   Distribution
and Service
Fee
Class A       0.25%    0.25%    0.25%    $3,933,296
Class B    0.75%    0.25%    1.00%    1.00%    2,016,175
Class C    0.75%    0.25%    1.00%    1.00%    2,633,697
Class R1    0.75%    0.25%    1.00%    1.00%    82,785
Class R2    0.25%    0.25%    0.50%    0.50%    257,701
Class R3       0.25%    0.25%    0.25%    80,044
Total Distribution and Service Fees             $9,003,698

 

(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’ average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended October 31, 2009 based on each class’ average daily net assets. Prior to March 1, 2009, payment of the 0.10% annual Class A distribution fee was not in effect. Effective March 1, 2009, the 0.10% Class A annual distribution fee was eliminated.

Certain Class A shares purchased prior to September 1, 2008 are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 12 months of purchase. Certain Class A shares purchased on or subsequent to September 1, 2008 are subject to a CDSC in the event of a shareholder redemption within 24 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 October 31, 2009, were as follows:

 

     Amount
Class A    $3,068
Class B    322,280
Class C    55,073

 

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Notes to Financial Statements – continued

 

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended October 31, 2009, the fee was $1,261,421, which equated to 0.0584% 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 October 31, 2009, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $2,616,682.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund partially reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended October 31, 2009 was equivalent to an annual effective rate of 0.0196% 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 $1,694 and the Retirement Deferral plan resulted in an expense of $2,309. Both amounts are included in independent Trustees’ compensation for the year ended

 

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Notes to Financial Statements – continued

 

October 31, 2009. The liability for deferred retirement benefits payable to certain independent Trustees under both Plans amounted to $63,401 at October 31, 2009, and is included in payable for independent Trustees’ compensation on the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the year ended October 31, 2009, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $25,981 and are included in miscellaneous expense on the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $13,476, which is shown as a reduction of total expenses in the Statement of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.

The fund may invest in a money market fund managed by MFS which seeks a high level of current income consistent with preservation of capital and liquidity. Income earned on this investment is included in dividends from underlying funds on the Statement of Operations. This money market fund does not pay a management fee to MFS.

 

(4)   Portfolio Securities

Purchases and sales of investments, other than U.S. Government securities, purchased option transactions, and short-term obligations, aggregated $1,509,396,611 and $1,584,439,878, 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
10/31/09
    Year ended
10/31/08
 
     Shares     Amount     Shares     Amount  
Shares sold         

Class A

   28,710,451      $349,659,014      56,236,591      $1,015,228,438   

Class B

   3,759,474      44,766,933      3,998,900      70,270,001   

Class C

   4,658,560      56,743,573      6,922,816      124,449,850   

Class I

   2,298,091      30,803,996      317,220      5,713,767   

Class R (b)

             179,034      3,394,811   

Class R1

   252,080      3,037,582      350,149      6,342,410   

Former Class R2 (b)

             209,306      3,906,716   

Class R2

   1,672,441      20,467,833      2,852,777      51,689,815   

Class R3

   1,060,781      13,219,715      1,424,204      24,912,622   

Class R4

   661,736      7,764,191      427,961      6,713,150   
   43,073,614      $526,462,837      72,918,958      $1,312,621,580   
Shares issued to shareholders in reinvestment of distributions         

Class A

   5,127,121      $61,977,467      8,965,810      $167,763,980   

Class B

   544,247      6,483,480      1,640,480      31,038,125   

Class C

   614,254      7,382,867      1,098,555      20,634,291   

Class I

   43,348      529,017      72,644      1,363,876   

Class R (b)

             7,776      150,132   

Class R1

   25,676      308,835      35,962      671,126   

Former Class R2 (b)

             17,697      339,727   

Class R2

   168,616      2,038,866      221,075      4,102,653   

Class R3

   117,158      1,419,713      173,683      3,232,249   

Class R4

   20,713      254,930      6,678      122,015   
   6,661,133      $80,395,175      12,240,360      $229,418,174   
Shares reacquired         

Class A

   (38,036,443   $(453,940,383   (52,652,995   $(859,714,560

Class B

   (9,934,525   (115,849,498   (14,460,850   (250,419,118

Class C

   (5,331,483   (62,204,187   (5,667,599   (91,242,202

Class I

   (348,235   (4,477,800   (476,354   (8,181,195

Class R (b)

             (532,998   (10,099,348

Class R1

   (214,452   (2,574,317   (181,997   (3,029,072

Former Class R2 (b)

             (477,118   (8,879,029

Class R2

   (1,455,183   (17,511,633   (1,423,170   (23,610,418

Class R3

   (921,442   (10,964,705   (1,000,949   (16,181,386

Class R4

   (217,357   (2,624,977   (106,748   (1,683,296
   (56,459,120   $(670,147,500   (76,980,778   $(1,273,039,624   

 

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Notes to Financial Statements – continued

 

     Year ended
10/31/09
    Year ended
10/31/08
 
     Shares     Amount     Shares     Amount  
Net change         

Class A

   (4,198,871   $(42,303,902   12,549,406      $323,277,858   

Class B

   (5,630,804   (64,599,085   (8,821,470   (149,110,992

Class C

   (58,669   1,922,253      2,353,772      53,841,939   

Class I

   1,993,204      26,855,213      (86,490   (1,103,552

Class R (b)

             (346,188   (6,554,405

Class R1

   63,304      772,100      204,114      3,984,464   

Former Class R2 (b)

             (250,115   (4,632,586

Class R2

   385,874      4,995,066      1,650,682      32,182,050   

Class R3

   256,497      3,674,723      596,938      11,963,485   

Class R4

   465,092      5,394,144      327,891      5,151,869   
   (6,724,373   $(63,289,488   8,178,540      $269,000,130   

 

(b) At the close of business on April 18, 2008, Class R and Class R2 shares converted into Class R3 shares. Following this conversion, Class R3, Class R4, and Class R5 shares were renamed Class R2, Class R3, and Class R4 shares, respectively.

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

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.1 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 Federal Reserve funds rate or 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 Federal Reserve funds rate plus an agreed upon spread. For the year ended October 31, 2009, the fund’s commitment fee and interest expense were $30,032 and $33, respectively, and are included in miscellaneous expense on the Statement of Operations.

 

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Notes to Financial Statements – continued

 

(7)   Transactions in Underlying Funds-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:

 

Underlying Funds    Beginning
Shares/Par
Amount
   Acquisitions
Shares/Par
Amount
   Dispositions
Shares/Par
Amount
     Ending
Shares/Par
Amount
MFS Institutional Money
Market Portfolio
   45,394,299    668,505,189    (633,199,950    80,699,538
Underlying Funds    Realized
Gain (Loss)
   Capital Gain
Distributions
   Dividend
Income
     Ending
Value
MFS Institutional Money
Market Portfolio
   $—    $—    $157,165       $80,699,538

 

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Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of MFS Series Trust VI and Shareholders of MFS Utilities Fund:

We have audited the accompanying statement of assets and liabilities of MFS Utilities Fund (the Fund), (one of the portfolios comprising MFS Series Trust VI), including the portfolio of investments, as of October 31, 2009, 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 October 31, 2009, by correspondence with the Fund’s custodian and brokers or by other appropriate auditing procedures where replies from brokers 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 Utilities Fund at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

LOGO

Boston, Massachusetts

December 17, 2009

 

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Table of Contents

 

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and officers of the Trust, as of December 1, 2009, 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 500 Boylston Street, Boston, Massachusetts 02116.

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

INTERESTED TRUSTEES      
Robert J. Manning (k)
(born 10/20/63)
  Trustee    February 2004    Massachusetts Financial Services Company, Chief Executive Officer, President, Chief Investment Officer and Director
Robert C. Pozen (k)
(born 8/08/46)
  Trustee    February 2004    Massachusetts Financial Services Company, Chairman (since February 2004); Medtronic, Inc, (medical devices), Director (since 2004); Harvard Business School (education), Senior Lecturer (since 2008); Bell Canada Enterprises (telecommunications), Director (until February 2009); The Bank of New York, Director (finance), (March 2004 to May 2005); Telesat (satellite communications), Director (until November 2007)
INDEPENDENT TRUSTEES      
David H. Gunning
(born 5/30/42)
  Trustee and Chair of Trustees    January 2004    Retired; Cleveland-Cliffs Inc. (mining products and service provider), Vice Chairman/Director (until May 2007); Lincoln Electric Holdings, Inc. (welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting), Director/Non Executive Chairman; Southwest Gas Corp. (natural gas distribution), Director (until May 2004); Portman Limited (mining), Director (until 2008)

 

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Trustees and Officers – continued

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Robert E. Butler (n)

(born 11/29/41)

  Trustee    January 2006    Consultant – investment company industry regulatory and compliance matters (since July 2002); PricewaterhouseCoopers LLP (professional services firm), Partner (until 2002)
Lawrence H. Cohn, M.D.
(born 3/11/37)
  Trustee    June 1989    Brigham and Women’s Hospital, Senior Cardiac Surgeon (since 2005); Harvard Medical School, Professor of Cardiac Surgery; Partners HealthCare, Physician Director of Medical Device Technology (since 2006); Brigham and Women’s Hospital, Chief of Cardiac Surgery (until 2005)

Maureen R. Goldfarb

(born 4/6/55)

  Trustee    January 2009    Private investor; John Hancock Financial Services, Inc., Executive Vice President (until 2004); John Hancock Mutual Funds, Trustee and Chief Executive Officer (until 2004)
William R. Gutow
(born 9/27/41)
  Trustee    December 1993    Private investor and real estate consultant; Capital Entertainment Management Company (video franchise), Vice Chairman; Atlantic Coast Tan (tanning salons), Vice Chairman (until 2007); Texas Donuts (donut franchise), Vice Chairman (until 2009)
Michael Hegarty
(born 12/21/44)
  Trustee    December 2004    Private investor; AXA Financial (financial services and insurance), Vice Chairman and Chief Operating Officer (until 2001); The Equitable Life Assurance Society (insurance), President and Chief Operating Officer (until 2001)
J. Atwood Ives
(born 5/01/36)
  Trustee    February 1992    Private investor; KeySpan Corporation (energy related services), Director (until 2004)

 

45


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Trustees and Officers – continued

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

John P. Kavanaugh

(born 11/4/54)

  Trustee    January 2009    Private investor; The Hanover Insurance Group, Inc., Vice President and Chief Investment Officer (until 2006); Allmerica Investment Trust, Allmerica Securities Trust and Opus Investment Trust (investment companies), Chairman, President and Trustee (until 2006)
J. Dale Sherratt
(born 9/23/38)
  Trustee    June 1989    Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General Partner
Laurie J. Thomsen
(born 8/05/57)
  Trustee    March 2005    New Profit, Inc. (venture philanthropy), Executive Partner (since 2006); Private investor; The Travelers Companies (commercial property liability insurance), Director; Prism Venture Partners (venture capital), Co-founder and General Partner (until June 2004)
Robert W. Uek
(born 5/18/41)
  Trustee    January 2006    Consultant to investment company industry; PricewaterhouseCoopers LLP (professional services firm), Partner (until 1999); TT International Funds (mutual fund complex), Trustee (until 2005); Hillview Investment Trust II Funds (mutual fund complex), Trustee (until 2005)
OFFICERS        
Maria F. Dwyer (k)
(born 12/01/58)
  President    March 2004    Massachusetts Financial Services Company, Executive Vice President and Chief Regulatory Officer (since March 2004) Chief Compliance Officer (since December 2006); Fidelity Management & Research Company, Vice President (prior to March 2004); Fidelity Group of Funds, President and Treasurer (until March 2004)

 

46


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Trustees and Officers – continued

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Christopher R. Bohane (k)
(born 1/18/74)
  Assistant Secretary and Assistant Clerk    July 2005    Massachusetts Financial Services Company, Vice President and Senior Counsel

John M. Corcoran (k)

(born 04/13/65)

  Treasurer    October 2008    Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until September 2008)
Ethan D. Corey (k)
(born 11/21/63)
  Assistant Secretary and Assistant Clerk    July 2005    Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel (since 2004); Dechert LLP (law firm), Counsel (prior to December 2004)
David L. DiLorenzo (k)
(born 8/10/68)
  Assistant Treasurer    July 2005    Massachusetts Financial Services Company, Vice President (since June 2005); JP Morgan Investor Services, Vice President (until June 2005)
Timothy M. Fagan (k)
(born 7/10/68)
  Assistant Secretary and Assistant Clerk    September 2005    Massachusetts Financial Services Company, Vice President and Senior Counsel (since September 2005); John Hancock Advisers, LLC, Vice President, Senior Attorney and Chief Compliance Officer (until August 2005)
Mark D. Fischer (k)
(born 10/27/70)
  Assistant Treasurer    July 2005    Massachusetts Financial Services Company, Vice President (since May 2005); JP Morgan Investment Management Company, Vice President (until May 2005)

 

47


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Trustees and Officers – continued

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Robyn L. Griffin
(born 7/04/75)
  Assistant Independent Chief Compliance Officer    August 2008    Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice President (October 2006 – July 2008); Liberty Mutual Group (insurance), Personal Market Assistant Controller (April 2006 – October 2006); Deloitte & Touche LLP (professional services firm), Senior Manager (prior to April 2006)

Brian E. Langenfeld (k)

(born 3/07/73)

  Assistant Secretary and Assistant Clerk    June 2006    Massachusetts Financial Services Company, Vice President and Senior Counsel (since May 2006); John Hancock Advisers, LLC, Assistant Vice President and Counsel (until April 2006)
Ellen Moynihan (k)
(born 11/13/57)
  Assistant Treasurer    April 1997    Massachusetts Financial Services Company, Senior Vice President

Susan S. Newton (k)

(born 3/07/50)

  Assistant Secretary and Assistant Clerk    May 2005    Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel (since April 2005); John Hancock Advisers, LLC, Senior Vice President, Secretary and Chief Legal Officer (until April 2005)
Susan A. Pereira (k)
(born 11/05/70)
  Assistant Secretary and Assistant Clerk    July 2005    Massachusetts Financial Services Company, Vice President and Senior Counsel (since June 2004); Bingham McCutchen LLP (law firm), Associate (until June 2004)
Mark N. Polebaum (k)
(born 5/01/52)
  Secretary and Clerk    January 2006    Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary (since January 2006); Wilmer Cutler Pickering Hale and Dorr LLP (law firm), Partner (until January 2006)

 

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Trustees and Officers – continued

 

Name, Date of Birth

 

Position(s) Held
with Fund

   Trustee/Officer
Since (h)
  

Principal Occupations During
the Past Five Years & Other
Directorships (j)

Frank L. Tarantino
(born 3/07/44)
  Independent Chief Compliance Officer    June 2004    Tarantino LLC (provider of compliance services), Principal (since June 2004); CRA Business Strategies Group (consulting services), Executive Vice President (until June 2004)
Richard S. Weitzel (k)
(born 7/16/70)
  Assistant Secretary and Assistant Clerk    October 2007    Massachusetts Financial Services Company, Vice President and Assistant General Counsel (since 2004); Massachusetts Department of Business and Technology, General Counsel (until April 2004)
James O. Yost (k)
(born 6/12/60)
  Assistant Treasurer    September 1990    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, Messrs. Pozen and Manning served as Advisory Trustees. For the period March 2008 until October 2008, Ms. Dwyer served as Treasurer of the Funds.
(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 position with MFS. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.
(n) In 2004 and 2005, Mr. Butler provided consulting services to the independent compliance consultant retained by MFS pursuant to its settlement with the SEC concerning market timing and related matters. The terms of that settlement required that compensation and expenses related to the independent compliance consultant be borne exclusively by MFS and, therefore, MFS paid Mr. Butler for the services he rendered to the independent compliance consultant. In 2004 and 2005, MFS paid Mr. Butler a total of $351,119.29.

Each Trustee (except Messrs. Butler, Kavanaugh and Uek and Ms. Goldfarb) 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 held a shareholders’ meeting in 2005 to elect Trustees, and will hold a shareholders’ meeting at least once every five years thereafter, to elect Trustees. Messrs. Butler, Kavanaugh, Sherratt, Uek and Ms. Thomsen are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of January 1, 2009, the Trustees served as board members of 104 funds within the MFS Family of Funds.

 

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Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
500 Boylston Street, Boston, MA 02116-3741
 

JPMorgan Chase Bank
One Chase Manhattan Plaza, New York, NY 10081

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
500 Boylston Street, Boston, MA 02116-3741
  Ernst & Young LLP
200 Clarendon Street, Boston, MA 02116
Portfolio Managers  

Robert Persons

Maura Shaughnessy

 

 

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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, 2009 (“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 Chief Compliance Officer, a full-time 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2008 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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,

 

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Board Review of Investment Advisory Agreement – continued

 

(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, (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, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. 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 Lipper Inc., 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, 2008, 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 5th quintile for the one-year period and the 1st quintile for the five-year period ended December 31, 2008 relative to the Lipper performance universe. Because of the passage of time, these performance results are likely to differ from the performance results for more recent periods, including those shown elsewhere in this report.

 

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Board Review of Investment Advisory Agreement – continued

 

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 Lipper Inc. The Trustees considered that, according to the Lipper data (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 Lipper expense group median.

The Trustees also considered the advisory fees charged by MFS to institutional accounts. 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 in comparison to institutional accounts, 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, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.

The Trustees also considered whether the Fund is likely to benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund. They noted that the Fund’s advisory fee rate schedule is currently subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $3.0 billion, and that MFS has agreed in writing to reduce its advisory fee on average daily net assets over $5.0 billion, which may not be changed without the Trustees’ approval. The Trustees concluded that the existing breakpoints were sufficient to allow the Fund to benefit from economies of scale as its assets grow.

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

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the

 

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Board Review of Investment Advisory Agreement – continued

 

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 entry into the industry of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Funds 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 a majority of 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, 2009.

A discussion regarding the Board’s most recent review and renewal of the fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of the MFS Web site (mfs.com).

 

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PROXY VOTING POLICIES AND INFORMATION

A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling
1-800-225-2606, by visiting the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com 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. The fund’s Form N-Q 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. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and copies of this information 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.

A shareholder can also obtain the quarterly portfolio holdings report at mfs.com.

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 by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of mfs.com.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2009 income tax forms in January 2010. 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 for the 15% tax rate.

The fund designates $14,501,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 58.36% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

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MFS® PRIVACY NOTICE

Privacy is a concern for every investor today. At MFS Investment Management® and the MFS funds, we take this concern very seriously. We want you to understand our policies about the investment products and services that we offer, and how we protect the nonpublic personal information of investors who have a direct relationship with us and our wholly owned subsidiaries.

Throughout our business relationship, you provide us with personal information. We maintain information and records about you, your investments, and the services you use. Examples of the nonpublic personal information we maintain include

 

  Ÿ  

data from investment applications and other forms

  Ÿ  

share balances and transactional history with us, our affiliates, or others

  Ÿ  

facts from a consumer reporting agency

We do not disclose any nonpublic personal information about our customers or former customers to anyone, except as permitted by law. We may share nonpublic personal information with third parties or certain of our affiliates in connection with servicing your account or processing your transactions. We may share information with companies or financial institutions that perform marketing services on our behalf or with other financial institutions with which we have joint marketing arrangements, subject to any legal requirements.

Authorization to access your nonpublic personal information is limited to appropriate personnel who provide products, services, or information to you. We maintain physical, electronic, and procedural safeguards to help protect the personal information we collect about you.

If you have any questions about the MFS privacy policy, please call 1-800-225-2606 any business day.

Note: If you own MFS products or receive MFS services 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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CONTACT US

Web site

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

Account service and literature

Shareholders

1-800-225-2606

Investment professionals

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

LOGO

Save paper with eDelivery. MFS® will send you prospectuses, reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter. LOGO 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, and eDelivery may not be available to you.

LOGO


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ITEM 2. CODE OF ETHICS.

The Registrant has adopted a Code of Ethics 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. The Registrant has not amended any provision in its Code of Ethics (the “Code”) that relates to an element of the Code’s definitions enumerated in paragraph (b) of Item 2 of this Form N-CSR.

A copy of the Code of Ethics is filed as an exhibit to this Form N-CSR.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Robert E. Butler, John P. Kavanaugh and Robert W. Uek and Ms. Laurie J. Thomsen, 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. Butler, Kavanaugh and Uek and Ms. Thomsen are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Ernst & Young LLP (“E&Y”) to serve as independent accountants to the series of the Registrant (the series referred to collectively as the “Funds” and singularly as a “Fund”). The tables below set forth the audit fees billed to the Funds as well as fees for non-audit services provided to the Funds and/or to the Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”) and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).

For the fiscal years ended October 31, 2009 and 2008, audit fees billed to the Funds by E&Y were as follows:

 

     Audit Fees
     2009    2008

Fees billed by E&Y:

     

MFS Global Equity Fund

   42,877    42,052

MFS Global Total Return Fund

   48,937    47,993

MFS Utilities Fund

   39,188    38,435

Total

   131,002    128,480


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For the fiscal years ended October 31, 2009 and 2008, fees billed by E&Y for audit-related, tax and other services provided to the Funds 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
     2009    2008    2009    2008    2009    2008

Fees billed by E&Y:

                 

To MFS Global Equity Fund

   0    0    8,281    8,781    0    0

To MFS Global Total Return Fund

   0    0    9,426    9,926    0    0

To MFS Utilities Fund

   0    0    7,631    8,131    0    0

Total fees billed by E&Y To above Funds

   0    0    25,338    26,838    0    0

To MFS and MFS Related Entities of MFS Global Equity Fund*

   0    0    0    0    0    0

To MFS and MFS Related Entities of MFS Global Total Return Fund*

   0    0    0    0    0    0

To MFS and MFS Related Entities of MFS Utilities Fund*

   0    0    0    0    0    0
     2009         2008               

Aggregate fees for non-audit services:

                 

To MFS Global Equity Fund, MFS and MFS Related Entities#

   543,321       220,034         

To MFS Global Total Fund, MFS and MFS Related Entities#

   544,466       221,179         

To MFS Utilities Fund, MFS and MFS Related Entities#

   542,671       219,384         

 

* This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Fund (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).


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# This amount reflects the aggregate fees billed by E&Y for non-audit services rendered to the Fund and for non-audit services rendered to MFS and the MFS Related Entities.
1

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

2

The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

3

The fees 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”.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Funds and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 in each period between regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

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

Item 4(f): Not applicable.

Item 4(h): The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.


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ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

 

ITEM 6. INVESTMENTS.

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

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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

 

ITEM 11. CONTROLS AND PROCEDURES.

 

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


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(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. 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 VI

 

By (Signature and Title)*    MARIA F. DWYER
  Maria F. Dwyer, President

Date: December 17, 2009

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)*    MARIA F. DWYER
 

Maria F. Dwyer, President

(Principal Executive Officer)

Date: December 17, 2009

 

By (Signature and Title)*    JOHN M. CORCORAN
 

John M. Corcoran, Treasurer

(Principal Financial Officer

and Accounting Officer)

Date: December 17, 2009

 

* Print name and title of each signing officer under his or her signature.