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 811-3327

MFS SERIES TRUST XIII

(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: February 28

Date of reporting period: August 31, 2012

ITEM 1. REPORTS TO STOCKHOLDERS.

SEMIANNUAL REPORT

August 31, 2012

MFS® DIVERSIFIED INCOME FUND

DIF-SEM

MFS® DIVERSIFIED INCOME FUND

CONTENTS

Letter from the Chairman and CEO	1
Portfolio composition	2
Expense table	4
Portfolio of investments	6
Statement of assets and liabilities	35
Statement of operations	37
Statements of changes in net assets	38
Financial highlights	39
Notes to financial statements	47
Board review of investment advisory agreement	62
Proxy voting policies and information	66
Quarterly portfolio disclosure	66
Further information	66
Provision of financial reports and summary prospectuses	66
Contact information    back cover

Note to Shareholders: At a meeting held June 19, 2012, the Board of Trustees of the MFS Diversified Income Fund (the fund) approved investing some of all of the fund’s assets currently invested in high income debt instruments in the MFS High Yield Pooled Portfolio, a mutual fund advised by MFS that normally invests at least 80% of its assets in high income debt instruments (the “High Yield Pooled Portfolio”). The High Yield Pooled Portfolio will not charge a management fee, distribution and/or service fees, or sales charges. The investment in the MFS High Yield Pooled Portfolio is anticipated to occur in early 2013.

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

LETTER FROM THE CHAIRMAN AND CEO

Dear Shareholders:

World financial markets continue to face a number of major economic and political challenges. While the European debt crisis has deepened and spread, there appears to be scope for improvement given the European Central Bank’s willingness to backstop troubled sovereigns. Economic activity in China, until recently the world’s growth engine, appears to be bottoming. Even the relatively strong and stable US

economy has been affected by uncertainty over the presidential election and the threat of a “fiscal cliff” at year- end. At the same time, global consumer and producer confidence has fallen sharply. And a search for safe havens by nervous investors has driven down yields on highly rated government bonds, including those issued by Germany and the United States, to multi-decade lows.

But there is also good news: Global economic data have modestly improved, performing slightly better than expected. However, the improvement is too short-lived to be called a trend. Equity markets have been largely range bound since the

Fed extended its quantitative easing program, leaving little expectation that the bank will add further money to the system. It is hard to know how much of the recent gain in financial markets has been the result of actual economic improvements versus expectations that renewed central bank action will soon lead to an economic rebound.

Through all this uncertainty, managing risk remains a top priority for investors and their advisors. At MFS®, our emphasis on global research is designed to keep our investment process functioning smoothly at all times. Close collaboration among colleagues around the world is vital in periods of uncertainty and heightened volatility. We share ideas and evaluate opportunities across continents and across all investment disciplines and types of investments. We employ this uniquely collaborative approach to build better insights — and better results — for our clients.

Like our investors, we are mindful of the many economic challenges we face at the local, national and international levels. In times like these, it is more important than ever to maintain a long-term view, adhere to time-tested investing principles such as asset allocation and diversification and work closely with investment advisors to research and identify the most suitable opportunities.

Respectfully,

Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management®

October 17, 2012

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

1

PORTFOLIO COMPOSITION

Portfolio structure (i)

Top ten holdings (i)
U.S. Treasury Notes, 1.875%, 2014	3.0%
Simon Property Group, Inc., REIT	2.4%
Public Storage, Inc., REIT	1.5%
U.S. Treasury Notes, 2.125%, 2015	1.3%
Exxon Mobil Corp.	1.3%
Vornado Realty Trust, REIT	1.1%
U.S. Treasury Notes, 0.875%, 2016	1.1%
U.S. Treasury Notes, 1.375%, 2013	1.0%
Boston Properties, Inc., REIT	0.9%
AvalonBay Communities, Inc., REIT	0.9%
Fixed income sectors (i)
High Yield Corporates	18.8%
Emerging Markets Bonds	16.0%
U.S. Treasury Securities	8.7%
Mortgage-Backed Securities	7.5%
High Grade Corporates	1.6%
U.S. Government Agencies	0.8%
Non-U.S. Government Bonds	0.3%
Municipal Bonds	0.2%
Commercial Mortgage-Backed Securities	0.1%
Collateralized Debt Obligations (o)	0.0%
Floating Rate Loans (o)	0.0%

Equity sectors (i)
Financial Services	25.4%
Energy	2.9%
Health Care	2.7%
Utilities & Communications	2.4%
Industrial Goods & Services	1.7%
Technology	1.3%
Consumer Staples	1.2%
Retailing	1.1%
Leisure	0.9%
Basic Materials	0.7%
Autos & Housing	0.3%
Transportation	0.1%
Composition including fixed income credit quality (a)(i)
AAA	0.1%
AA	0.4%
A	1.7%
BBB	10.9%
BB	9.3%
B	11.4%
CCC	3.0%
CC	0.1%
D (o)	0.0%
U.S. Government	8.7%
Federal Agencies	8.3%
Not Rated	0.1%
Non-Fixed Income	40.7%
Cash & Other	5.3%

2

Portfolio Composition – continued

(a) For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities, including fixed income futures contracts, which have not been rated by any rating agency. Non-Fixed Income includes equity securities (including convertible bonds and equity derivatives) and commodities. Cash & Other includes cash, other assets less liabilities, offsets to derivative positions, and short-term securities. The fund may not hold all of these instruments. The fund is not rated by these agencies.

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

(o) Less than 0.1%.

Percentages are based on net assets as of 8/31/12.

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

3

EXPENSE TABLE

Fund expenses borne by the shareholders during the period,

March 1, 2012 through August 31, 2012

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2012 through August 31, 2012.

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.

4

Expense Table – continued

Share Class		Annualized Expense Ratio		Beginning Account Value 3/01/12		Ending Account Value 8/31/12		Expenses Paid During Period (p) 3/01/12-8/31/12
A	Actual		1.06%		$1,000.00		$1,050.76		$5.48
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
C	Actual		1.81%		$1,000.00		$1,047.82		$9.34
	Hypothetical (h)		1.81%		$1,000.00		$1,016.08		$9.20
I	Actual		0.81%		$1,000.00		$1,052.05		$4.19
	Hypothetical (h)		0.81%		$1,000.00		$1,021.12		$4.13
R1	Actual		1.81%		$1,000.00		$1,046.90		$9.34
	Hypothetical (h)		1.81%		$1,000.00		$1,016.08		$9.20
R2	Actual		1.31%		$1,000.00		$1,050.41		$6.77
	Hypothetical (h)		1.31%		$1,000.00		$1,018.60		$6.67
R3	Actual		1.06%		$1,000.00		$1,050.75		$5.48
	Hypothetical (h)		1.06%		$1,000.00		$1,019.86		$5.40
R4	Actual		0.81%		$1,000.00		$1,052.97		$4.19
	Hypothetical (h)		0.81%		$1,000.00		$1,021.12		$4.13
R5	Actual		0.78%		$1,000.00		$1,029.29		$1.32	(i)
	Hypothetical (h)		0.78%		$1,000.00		$1,021.27		$3.97

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

(i) For the period from the class inception, July 2, 2012, through the stated period end.

(p) Expenses paid are 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.

5

PORTFOLIO OF INVESTMENTS

8/31/12 (unaudited)

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

Bonds - 53.3%
Issuer	Shares/Par		Value ($)
Aerospace - 0.7%
Bombardier, Inc., 7.5%, 2018 (n)	$	1,355,000	$	1,507,438
Bombardier, Inc., 7.75%, 2020 (n)		180,000		202,500
CPI International, Inc., 8%, 2018		915,000		860,100
Embraer Empresa Brasileria de Aeronaves, 5.15%, 2022		2,211,000		2,316,023
Heckler & Koch GmbH, 9.5%, 2018 (z)	EUR	260,000		259,987
Huntington Ingalls Industries, Inc., 7.125%, 2021	$	1,185,000		1,282,763
Kratos Defense & Security Solutions, Inc., 10%, 2017		1,315,000		1,400,475
			$	7,829,286
Agency - Other - 0.3%
Financing Corp., 9.4%, 2018	$	965,000	$	1,378,337
Financing Corp., 10.35%, 2018		715,000		1,079,016
Financing Corp., STRIPS, 0%, 2017		860,000		804,871
			$	3,262,224
Agricultural Products - 0.0%
Corporacion Azucarera del Peru S.A., 6.375%, 2022 (n)	$	137,000	$	141,795
Apparel Manufacturers - 0.2%
Hanesbrands, Inc., 8%, 2016		30,000		33,450
Hanesbrands, Inc., 6.375%, 2020		735,000		797,475
Jones Group, Inc., 6.875%, 2019		345,000		341,550
Levi Strauss & Co., 6.875%, 2022		105,000		108,938
Phillips-Van Heusen Corp., 7.375%, 2020		860,000		963,200
			$	2,244,613
Asset-Backed & Securitized - 0.1%
Citigroup Commercial Mortgage Trust, FRN, 5.888%, 2049	$	198,555	$	49,678
Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.322%, 2049		100,000		112,737
Commercial Mortgage Pass-Through Certificates, “A4”, 5.306%, 2046		199,556		228,599
G-Force LLC, CDO, “A2”, 4.83%, 2036 (z)		152,644		149,591
JPMorgan Chase Commercial Mortgage Securities Corp., “A3”, FRN, 6.175%, 2051		105,201		111,856
JPMorgan Chase Commercial Mortgage Securities Corp., “A4”, FRN, 6.003%, 2049		124,877		142,067
			$	794,528

6

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Automotive - 0.9%
Accuride Corp., 9.5%, 2018	$	1,140,000	$	1,154,250
Allison Transmission, Inc., 7.125%, 2019 (n)		900,000		951,750
Automotores Gildemeister S.A., 8.25%, 2021 (n)		1,225,000		1,323,000
Chrysler Group LLC/CG Co-Issuer, Inc., 8.25%, 2021		205,000		216,275
Ford Motor Co., 7.45%, 2031		215,000		265,525
Ford Motor Credit Co. LLC, 12%, 2015		1,890,000		2,353,050
Ford Motor Credit Co. LLC, 8.125%, 2020		280,000		346,684
General Motors Financial Co., Inc., 4.75%, 2017 (z)		365,000		367,476
General Motors Financial Co., Inc., 6.75%, 2018		610,000		676,333
Goodyear Tire & Rubber Co., 8.25%, 2020		165,000		180,675
Goodyear Tire & Rubber Co., 7%, 2022		250,000		260,000
Hyundai Capital America, 4%, 2017 (n)		213,000		227,867
Jaguar Land Rover PLC, 8.125%, 2021 (n)		1,415,000		1,503,438
Lear Corp., 8.125%, 2020		733,000		824,625
			$	10,650,948
Basic Industry - 0.0%
Trimas Corp., 9.75%, 2017	$	348,000	$	388,020
Broadcasting - 1.2%
Allbritton Communications Co., 8%, 2018	$	320,000	$	344,800
AMC Networks, Inc., 7.75%, 2021		274,000		310,305
Clear Channel Communications, Inc., 9%, 2021		436,000		373,870
Clear Channel Worldwide Holdings, Inc., 7.625%, 2020		965,000		936,050
Clear Channel Worldwide Holdings, Inc., “A”, 7.625%, 2020		30,000		28,650
Hughes Network Systems LLC, 7.625%, 2021		460,000		508,300
Inmarsat Finance PLC, 7.375%, 2017 (n)		460,000		500,250
Intelsat Bermuda Ltd., 11.25%, 2017		975,000		1,023,750
Intelsat Bermuda Ltd., 11.5%, 2017 (p)		1,050,000		1,102,500
Intelsat Jackson Holdings Ltd., 11.25%, 2016		684,000		719,910
LBI Media, Inc., 8.5%, 2017 (z)		125,000		28,750
Liberty Media Corp., 8.5%, 2029		445,000		471,700
Liberty Media Corp., 8.25%, 2030		390,000		411,938
Local TV Finance LLC, 9.25%, 2015 (p)(z)		413,826		422,103
Newport Television LLC, 13%, 2017 (n)(p)		787,432		852,395
Nexstar Broadcasting Group, Inc., 8.875%, 2017		185,000		198,875
Sinclair Broadcast Group, Inc., 9.25%, 2017 (n)		395,000		439,438
Sinclair Broadcast Group, Inc., 8.375%, 2018		30,000		32,813
SIRIUS XM Radio, Inc., 13%, 2013 (n)		150,000		166,688
SIRIUS XM Radio, Inc., 8.75%, 2015 (n)		405,000		461,700
SIRIUS XM Radio, Inc., 7.625%, 2018 (n)		1,250,000		1,381,250
SIRIUS XM Radio, Inc., 5.25%, 2022 (z)		110,000		110,000
Townsquare Radio LLC, 9%, 2019 (z)		265,000		280,238

7

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Broadcasting - continued
Univision Communications, Inc., 6.875%, 2019 (n)	$	1,055,000	$	1,089,288
Univision Communications, Inc., 7.875%, 2020 (n)		190,000		203,775
Univision Communications, Inc., 8.5%, 2021 (n)		840,000		850,500
			$	13,249,836
Brokerage & Asset Managers - 0.2%
E*TRADE Financial Corp., 7.875%, 2015	$	135,000	$	137,363
E*TRADE Financial Corp., 12.5%, 2017		1,700,000		1,940,125
			$	2,077,488
Building - 0.9%
Building Materials Holding Corp., 6.875%, 2018 (n)	$	420,000	$	450,450
Building Materials Holding Corp., 7%, 2020 (n)		460,000		497,950
Building Materials Holding Corp., 6.75%, 2021 (n)		645,000		704,663
CEMEX Finance LLC, 9.5%, 2016 (n)		435,000		443,700
CEMEX S.A.B. de C.V., 9%, 2018 (n)		1,064,000		1,056,020
CEMEX S.A.B. de C.V., FRN, 5.461%, 2015 (n)		1,155,000		1,088,588
HD Supply, Inc., 8.125%, 2019 (n)		315,000		341,775
Masonite International Corp., 8.25%, 2021 (n)		700,000		733,250
Nortek, Inc., 8.5%, 2021		1,045,000		1,110,313
Odebrecht Finance Ltd., 5.125%, 2022 (n)		223,000		230,805
Odebrecht Finance Ltd., 6%, 2023 (n)		1,958,000		2,144,010
Odebrecht Finance Ltd., 7.125%, 2042 (n)		230,000		251,850
Roofing Supply Group LLC/Roofing Supply Finance, Inc., 10%, 2020 (n)		315,000		337,050
USG Corp., 7.875%, 2020 (n)		310,000		329,763
			$	9,720,187
Business Services - 0.4%
Ceridian Corp., 12.25%, 2015 (p)	$	360,000	$	356,400
Ceridian Corp., 8.875%, 2019 (z)		160,000		171,600
Fidelity National Information Services, Inc., 7.625%, 2017		265,000		291,500
Fidelity National Information Services, Inc., 5%, 2022		245,000		254,800
iGate Corp., 9%, 2016		845,000		914,713
Iron Mountain, Inc., 8.375%, 2021		1,050,000		1,160,250
Legend Acquisition Sub, Inc., 10.75%, 2020 (z)		500,000		493,750
SunGard Data Systems, Inc., 10.25%, 2015		85,000		87,019
SunGard Data Systems, Inc., 7.375%, 2018		190,000		201,875
Tencent Holdings Ltd., 3.375%, 2018 (z)		547,000		548,336
			$	4,480,243
Cable TV - 1.0%
Bresnan Broadband Holdings LLC, 8%, 2018 (n)	$	55,000	$	58,300
CCH II LLC, 13.5%, 2016		775,000		848,625
CCO Holdings LLC, 7.875%, 2018		1,355,000		1,470,175

8

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Cable TV - continued
CCO Holdings LLC, 8.125%, 2020	$	915,000	$	1,029,375
CCO Holdings LLC, 7.375%, 2020		280,000		310,800
Cequel Communications Holdings, 8.625%, 2017 (n)		400,000		429,500
CSC Holdings LLC, 8.5%, 2014		625,000		686,719
DISH DBS Corp., 6.75%, 2021		525,000		559,125
EchoStar Corp., 7.125%, 2016		930,000		1,023,000
Myriad International Holdings B.V., 6.375%, 2017 (n)		793,000		897,081
Telenet Finance Luxembourg, 6.375%, 2020 (n)	EUR	100,000		130,811
UPC Holding B.V., 9.875%, 2018 (n)	$	830,000		931,675
UPCB Finance III Ltd., 6.625%, 2020 (n)		470,000		497,025
Videotron Ltee, 5%, 2022		310,000		328,600
Virgin Media Finance PLC, 9.5%, 2016		166,000		185,505
Virgin Media Finance PLC, 8.375%, 2019		100,000		113,000
Virgin Media Finance PLC, 5.25%, 2022		600,000		628,500
Ziggo Bond Co. B.V., 8%, 2018 (n)	EUR	440,000		607,392
			$	10,735,208
Chemicals - 0.6%
Celanese U.S. Holdings LLC, 6.625%, 2018	$	820,000	$	904,050
Hexion U.S. Finance Corp./Hexion Nova Scotia Finance, 8.875%, 2018		710,000		715,325
Hexion U.S. Finance Corp./Hexion Nova Scotia Finance, 9%, 2020		55,000		47,025
Huntsman International LLC, 8.625%, 2021		910,000		1,041,950
INEOS Finance PLC, 8.375%, 2019 (n)		555,000		584,138
INEOS Group Holdings PLC, 8.5%, 2016 (n)		515,000		485,388
LyondellBasell Industries N.V., 5%, 2019		290,000		307,400
LyondellBasell Industries N.V., 6%, 2021		575,000		655,500
Momentive Performance Materials, Inc., 12.5%, 2014		684,000		705,375
Momentive Performance Materials, Inc., 11.5%, 2016		514,000		313,540
Polypore International, Inc., 7.5%, 2017		530,000		569,750
Sociedad Quimica y Minera de Chile S.A., 5.5%, 2020 (n)		859,000		975,405
			$	7,304,846
Computer Software - 0.3%
Lawson Software, Inc., 11.5%, 2018 (n)	$	820,000	$	934,800
Lawson Software, Inc., 9.375%, 2019 (n)		220,000		238,150
Nuance Communications, Inc., 5.375%, 2020 (z)		270,000		276,075
Syniverse Holdings, Inc., 9.125%, 2019		1,030,000		1,112,400
TransUnion Holding Co., Inc., 9.625%, 2018 (n)(p)		250,000		271,250
TransUnion LLC/TransUnion Financing Corp., 11.375%, 2018		515,000		607,700
			$	3,440,375

9

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Computer Software - Systems - 0.3%
Audatex North America, Inc., 6.75%, 2018 (n)	$	350,000	$	375,375
CDW LLC/CDW Finance Corp., 12.535%, 2017		530,000		568,425
CDW LLC/CDW Finance Corp., 8.5%, 2019		1,270,000		1,390,650
DuPont Fabros Technology, Inc., REIT, 8.5%, 2017		685,000		756,925
			$	3,091,375
Conglomerates - 0.2%
Amsted Industries, Inc., 8.125%, 2018 (n)	$	1,090,000	$	1,177,200
Dynacast International LLC, 9.25%, 2019		375,000		393,750
Griffon Corp., 7.125%, 2018		1,055,000		1,106,431
			$	2,677,381
Construction - 0.0%
Empresas ICA, S.A.B. de C.V., 8.375%, 2017 (n)	$	188,000	$	192,230
Consumer Products - 0.2%
Easton-Bell Sports, Inc., 9.75%, 2016	$	245,000	$	267,356
Elizabeth Arden, Inc., 7.375%, 2021		690,000		765,900
FGI Operating Co./FGI Finance, Inc., 7.875%, 2020 (z)		50,000		52,750
Jarden Corp., 7.5%, 2020		870,000		961,350
Libbey Glass, Inc., 6.875%, 2020 (n)		215,000		229,244
Prestige Brands, Inc., 8.125%, 2020		50,000		55,375
			$	2,331,975
Consumer Services - 0.1%
Service Corp. International, 6.75%, 2015	$	60,000	$	65,550
Service Corp. International, 7%, 2017		1,125,000		1,282,500
Service Corp. International, 7%, 2019		325,000		355,875
			$	1,703,925
Containers - 0.4%
Ardagh Packaging Finance PLC, 7.375%, 2017 (z)	$	530,000	$	567,763
Ardagh Packaging Finance PLC, 9.125%, 2020 (n)		950,000		988,000
Ball Corp., 5%, 2022		307,000		322,350
Consolidated Container Co. LLC/Consolidated Container Finance, Inc., 10.125%, 2020 (z)		265,000		276,925
Greif, Inc., 6.75%, 2017		220,000		239,250
Greif, Inc., 7.75%, 2019		220,000		251,900
Reynolds Group, 7.75%, 2016		190,000		198,550
Reynolds Group, 7.125%, 2019		845,000		910,488
Reynolds Group, 9.875%, 2019		695,000		734,963
Reynolds Group, 8.25%, 2021		320,000		314,400
			$	4,804,589

10

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Defense Electronics - 0.1%
Ducommun, Inc., 9.75%, 2018	$	705,000	$	737,606
ManTech International Corp., 7.25%, 2018		380,000		399,000
MOOG, Inc., 7.25%, 2018		500,000		531,250
			$	1,667,856
Electrical Equipment - 0.0%
Avaya, Inc., 9.75%, 2015	$	330,000	$	286,275
Avaya, Inc., 7%, 2019 (n)		170,000		155,550
			$	441,825
Electronics - 0.2%
Freescale Semiconductor, Inc., 9.25%, 2018 (n)	$	1,485,000	$	1,607,513
Nokia Corp., 5.375%, 2019		220,000		186,135
Sensata Technologies B.V., 6.5%, 2019 (n)		750,000		791,250
			$	2,584,898
Emerging Market Quasi-Sovereign - 6.1%
Abu Dhabi National Energy Co. PJSC (TAQA), 5.875%, 2021 (n)	$	955,000	$	1,098,250
Banco del Estado de Chile, 3.875%, 2022 (n)		190,000		204,654
Banco do Brasil S.A., 3.875%, 2017		1,472,000		1,527,200
Banco do Brasil S.A., 5.875%, 2023 (n)		528,000		558,360
Banco do Estado Rio Grande do Sul S.A., 7.375%, 2022 (n)		1,685,000		1,836,650
Banco do Nordeste do Brasil (BNB), 3.625%, 2015 (n)		1,236,000		1,251,450
Banco do Nordeste do Brasil (BNB), 4.375%, 2019 (n)		1,032,000		1,038,450
Banco Nacional de Desenvolvimento Economico e Social, 6.5%, 2019		509,000		620,980
Biz Finance PLC, 8.375%, 2015		1,153,000		1,080,938
BNDES Participacoes S.A., 6.5%, 2019 (n)		248,000		302,560
Centrais Eletricas Brasileiras S.A., 5.75%, 2021 (n)		1,531,000		1,718,548
CEZ A.S., 4.25%, 2022 (n)		1,335,000		1,418,678
CNOOC Finance (2012) Ltd., 3.875%, 2022 (n)		2,245,000		2,410,086
CNOOC Finance (2012) Ltd., 5%, 2042 (n)		202,000		234,673
CNPC (HK) Overseas Capital Ltd., 4.5%, 2021 (n)		540,000		600,731
CNPC (HK) Overseas Capital Ltd., 5.95%, 2041 (n)		205,000		266,611
Comision Federal de Electricidad, 5.75%, 2042 (n)		1,575,000		1,767,938
Corporacion Financiera de Desarrollo S.A., 4.75%, 2022 (n)		2,106,000		2,316,600
Corporacion Nacional del Cobre de Chile, 3.75%, 2020 (n)		349,000		372,715
Corporacion Nacional del Cobre de Chile, 4.25%, 2042 (n)		1,234,000		1,245,022
Development Bank of Kazakhstan, 5.5%, 2015 (n)		2,149,000		2,320,920
Dolphin Energy Ltd., 5.5%, 2021 (n)		2,062,000		2,343,463
Ecopetrol S.A., 7.625%, 2019		1,852,000		2,389,080
Empresa Nacional del Petroleo, 4.75%, 2021 (n)		1,290,000		1,392,907
Gaz Capital S.A., 8.125%, 2014 (n)		784,000		864,591
Gaz Capital S.A., 9.25%, 2019		1,434,000		1,862,408

11

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Emerging Market Quasi-Sovereign - continued
Gaz Capital S.A., 5.999%, 2021 (n)	$	2,212,000	$	2,507,988
Gaz Capital S.A., 4.95%, 2022 (n)		627,000		657,598
Georgian Oil & Gas Corp., 6.875%, 2017 (n)		272,000		274,720
JSC Georgian Railway, 7.75%, 2022 (n)		1,203,000		1,323,464
Kazakhstan Temir Zholy Co., 6.95%, 2042 (n)		2,711,000		3,192,203
Majapahit Holding B.V., 7.75%, 2020		1,351,000		1,658,353
Naftogaz Ukraine, 9.5%, 2014		753,000		748,294
OJSC Russian Agricultural Bank, FRN, 5.298%, 2017 (n)		494,000		518,700
OJSC Russian Agricultural Bank, FRN, 6%, 2021 (n)		991,000		1,005,865
Pemex Project Funding Master Trust, 6.625%, 2035		1,446,000		1,796,655
Pertamina PT, 4.875%, 2022 (n)		2,381,000		2,541,718
Pertamina PT, 6%, 2042 (n)		486,000		524,880
Petrobras International Finance Co., 7.875%, 2019		566,000		701,796
Petrobras International Finance Co., 5.375%, 2021		2,500,000		2,782,075
Petroleos Mexicanos, 5.5%, 2021		2,395,000		2,778,200
Petroleos Mexicanos, 5.5%, 2044 (n)		467,000		509,030
Petroleum Co. of Trinidad & Tobago Ltd., 6%, 2022		932,500		979,125
PT Perusahaan Listrik Negara, 5.5%, 2021 (n)		642,000		699,780
Ras Laffan Liquefied Natural Gas Co. Ltd., 5.832%, 2016 (n)		358,394		390,650
Sberbank of Russia, 6.125%, 2022 (n)		3,590,000		3,926,742
Sinopec Group Overseas Development (2012) Ltd., 3.9%, 2022 (n)		1,445,000		1,552,163
Transnet SOC Ltd., 4.5%, 2016 (n)		202,000		216,316
Turkiye Halk Bankasi A.S., 4.875%, 2017 (n)		484,000		496,100
Turkiye Ihracat Kredi Bankasi A.S., 5.375%, 2016 (n)		200,000		212,500
Turkiye Ihracat Kredi Bankasi A.S., 5.875%, 2019 (n)		2,725,000		2,980,605
Vnesheconombank, 6.025%, 2022 (n)		294,000		323,782
			$	68,343,765
Emerging Market Sovereign - 5.4%
Dominican Republic, 7.5%, 2021 (n)	$	1,270,000	$	1,444,625
Dominican Republic, 8.625%, 2027		833,000		953,785
Government of Ukraine, 9.25%, 2017 (n)		375,000		379,688
Republic of Argentina, 7%, 2015		2,952,000		2,463,280
Republic of Argentina, 8.75%, 2017		2,327,000		2,152,475
Republic of Argentina, 8.28%, 2033		1,955,595		1,300,471
Republic of Colombia, 6.125%, 2041		562,000		765,725
Republic of Guatemala, 5.75%, 2022 (n)		1,764,000		1,977,444
Republic of Indonesia, 6.875%, 2018		1,100,000		1,328,250
Republic of Indonesia, 4.875%, 2021 (n)		2,623,000		2,927,924
Republic of Latvia, 5.25%, 2017 (n)		1,133,000		1,222,280
Republic of Lithuania, 6.625%, 2022 (n)		1,794,000		2,130,375
Republic of Panama, 8.875%, 2027		427,000		696,437
Republic of Peru, 7.35%, 2025		787,000		1,149,020
Republic of Philippines, 5.5%, 2026		1,293,000		1,590,390

12

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Emerging Market Sovereign - continued
Republic of Philippines, 7.75%, 2031	$	389,000	$	584,473
Republic of Philippines, 6.375%, 2034		1,396,000		1,893,325
Republic of Romania, 6.75%, 2022 (n)		1,362,000		1,477,770
Republic of Slovakia, 4.375%, 2022 (n)		4,190,000		4,343,186
Republic of South Africa, 5.5%, 2020		1,035,000		1,226,475
Republic of South Africa, 4.665%, 2024		1,655,000		1,859,806
Republic of South Africa, 6.25%, 2041		655,000		880,975
Republic of Sri Lanka, 5.875%, 2022 (n)		214,000		219,885
Republic of Turkey, 5.625%, 2021		1,594,000		1,849,040
Republic of Turkey, 6.25%, 2022		2,021,000		2,445,410
Republic of Turkey, 6%, 2041		350,000		412,125
Republic of Uruguay, 8%, 2022		980,500		1,414,371
Republic of Uruguay, 7.625%, 2036		974,000		1,502,395
Republic of Venezuela, 7.75%, 2019		449,000		379,405
Republic of Venezuela, 12.75%, 2022		2,753,000		2,876,885
Republic of Venezuela, 9.25%, 2027		1,659,000		1,447,478
Republic of Venezuela, 7%, 2038		2,450,000		1,708,875
Republic of Vietnam, 6.875%, 2016		994,000		1,058,610
Russian Federation, 4.5%, 2022 (n)		1,800,000		1,995,750
Russian Federation, 7.5%, 2030		1,312,955		1,637,911
Russian Federation, 5.625%, 2042 (n)		1,200,000		1,417,500
United Mexican States, 5.125%, 2020		1,672,000		1,998,040
United Mexican States, 3.625%, 2022		3,416,000		3,713,192
			$	60,825,051
Energy - Independent - 1.8%
ATP Oil & Gas Corp., 11.875%, 2015 (a)	$	185,000	$	48,100
BreitBurn Energy Partners LP, 8.625%, 2020		230,000		247,250
BreitBurn Energy Partners LP, 7.875%, 2022 (n)		280,000		285,600
Carrizo Oil & Gas, Inc., 8.625%, 2018		305,000		325,588
Chaparral Energy, Inc., 7.625%, 2022 (n)		440,000		465,300
Chesapeake Energy Corp., 6.875%, 2020		575,000		596,563
Concho Resources, Inc., 8.625%, 2017		670,000		738,675
Concho Resources, Inc., 6.5%, 2022		430,000		464,400
Continental Resources, Inc., 8.25%, 2019		1,005,000		1,135,650
Denbury Resources, Inc., 8.25%, 2020		1,330,000		1,509,550
Energy XXI Gulf Coast, Inc., 9.25%, 2017		1,235,000		1,377,025
Everest Acquisition LLC/Everest Acquisition Finance, Inc., 9.375%, 2020 (n)		1,495,000		1,625,813
EXCO Resources, Inc., 7.5%, 2018		725,000		659,750
Harvest Operations Corp., 6.875%, 2017		920,000		984,400
Hilcorp Energy I/Hilcorp Finance Co., 8%, 2020 (n)		175,000		193,813
Laredo Petroleum, Inc., 9.5%, 2019		325,000		368,875

13

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Energy - Independent - continued
LINN Energy LLC, 6.5%, 2019 (n)	$	145,000	$	144,275
LINN Energy LLC, 8.625%, 2020		465,000		502,200
LINN Energy LLC, 7.75%, 2021		385,000		401,363
Newfield Exploration Co., 6.875%, 2020		935,000		1,021,488
OGX Austria GmbH, 8.375%, 2022 (n)		227,000		192,950
OGX Petroleo e Gas Participacoes S.A., 8.5%, 2018 (n)		913,000		810,288
Plains Exploration & Production Co., 8.625%, 2019		1,100,000		1,245,750
QEP Resources, Inc., 6.875%, 2021		1,090,000		1,231,700
Range Resources Corp., 8%, 2019		420,000		464,100
Range Resources Corp., 5%, 2022		225,000		234,281
Samson Investment Co., 9.75%, 2020 (z)		225,000		231,750
SandRidge Energy, Inc., 8%, 2018 (n)		1,320,000		1,376,100
SM Energy Co., 6.5%, 2021		830,000		867,350
Whiting Petroleum Corp., 6.5%, 2018		440,000		473,550
			$	20,223,497
Energy - Integrated - 0.3%
Pacific Rubiales Energy Corp., 7.25%, 2021 (n)	$	2,849,000	$	3,304,840
Engineering - Construction - 0.1%
B-Corp. Merger Sub, Inc., 8.25%, 2019 (n)	$	730,000	$	726,350
Entertainment - 0.2%
AMC Entertainment, Inc., 8.75%, 2019	$	405,000	$	443,475
AMC Entertainment, Inc., 9.75%, 2020		870,000		961,350
Cedar Fair LP, 9.125%, 2018		370,000		419,950
Cinemark USA, Inc., 8.625%, 2019		555,000		621,600
			$	2,446,375
Financial Institutions - 1.3%
Ally Financial, Inc., 5.5%, 2017	$	1,980,000	$	2,059,414
CIT Group, Inc., 5.25%, 2014 (n)		1,340,000		1,391,925
CIT Group, Inc., 7%, 2017 (n)		502,923		503,426
CIT Group, Inc., 5.25%, 2018		665,000		693,263
CIT Group, Inc., 6.625%, 2018 (n)		1,124,000		1,220,945
CIT Group, Inc., 5.5%, 2019 (n)		625,000		651,563
Credit Acceptance Corp., 9.125%, 2017		595,000		654,500
GMAC, Inc., 8%, 2031		90,000		106,425
Icahn Enterprises LP, 8%, 2018 (z)		108,000		115,020
Icahn Enterprises LP, 8%, 2018		783,000		833,895
International Lease Finance Corp., 4.875%, 2015		255,000		261,694
International Lease Finance Corp., 8.625%, 2015		270,000		302,738
International Lease Finance Corp., 7.125%, 2018 (n)		637,000		732,550
Nationstar Mortgage LLC/Capital Corp., 10.875%, 2015		910,000		994,175

14

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Financial Institutions - continued
Nationstar Mortgage LLC/Capital Corp., 9.625%, 2019 (n)	$	400,000	$	440,000
PHH Corp., 9.25%, 2016		900,000		992,250
PHH Corp., 7.375%, 2019		110,000		113,575
SLM Corp., 8.45%, 2018		395,000		456,225
SLM Corp., 8%, 2020		1,750,000		1,981,875
SLM Corp., 7.25%, 2022		120,000		129,600
			$	14,635,058
Food & Beverages - 0.8%
ARAMARK Corp., 8.5%, 2015	$	160,000	$	164,002
B&G Foods, Inc., 7.625%, 2018		1,005,000		1,089,797
BRF - Brasil Foods S.A., 5.875%, 2022 (n)		1,175,000		1,236,688
Corporacion Jose R Lindey S.A., 6.75%, 2021 (n)		630,000		702,450
Grupo Bimbo S.A.B. de C.V., 4.5%, 2022 (n)		1,185,000		1,279,856
JBS USA LLC/JBS USA Finance, 8.25%, 2020 (n)		320,000		305,600
Pinnacle Foods Finance LLC, 9.25%, 2015		231,000		237,064
Pinnacle Foods Finance LLC, 8.25%, 2017		585,000		620,100
Sigma Alimentos S.A., 5.625%, 2018 (n)		2,360,000		2,601,900
TreeHouse Foods, Inc., 7.75%, 2018		485,000		528,650
			$	8,766,107
Forest & Paper Products - 0.3%
Boise, Inc., 8%, 2020	$	735,000	$	812,175
Georgia-Pacific Corp., 8%, 2024		88,000		120,242
Graphic Packaging Holding Co., 7.875%, 2018		630,000		702,450
Inversiones CMPC S.A., 4.75%, 2018 (n)		525,000		561,999
Sappi Papier Holding GmbH, 7.75%, 2017 (n)		225,000		235,125
Smurfit Kappa Group PLC, 7.75%, 2019 (n)	EUR	225,000		309,890
Tembec Industries, Inc., 11.25%, 2018	$	250,000		260,000
Tembec Industries, Inc., 11.25%, 2018 (n)		90,000		93,600
			$	3,095,481
Gaming & Lodging - 0.9%
Caesars Operating Escrow LLC, 8.5%, 2020 (n)	$	235,000	$	231,769
Choice Hotels International, Inc., 5.75%, 2022		105,000		112,613
Fontainebleau Las Vegas Holdings LLC, 10.25%, 2015 (a)(d)(n)		505,000		316
GWR Operating Partnership LLP, 10.875%, 2017		145,000		163,488
Harrah’s Operating Co., Inc., 11.25%, 2017		1,775,000		1,912,563
Host Hotels & Resorts, Inc., 5.25%, 2022 (n)		345,000		368,719
Isle of Capri Casinos, Inc., 8.875%, 2020 (z)		585,000		601,088
MGM Mirage, 10.375%, 2014		35,000		39,725
MGM Mirage, 6.625%, 2015		585,000		609,863
MGM Mirage, 7.5%, 2016		90,000		93,938
MGM Resorts International, 11.375%, 2018		650,000		749,125

15

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Gaming & Lodging - continued
MGM Resorts International, 9%, 2020	$	840,000	$	937,650
Penn National Gaming, Inc., 8.75%, 2019		1,053,000		1,175,411
Pinnacle Entertainment, Inc., 8.75%, 2020		295,000		323,763
Rivers Pittsburgh Borrower LP/Rivers Pittsburgh Finance Corp., 9.5%, 2019 (n)		105,000		111,300
Seven Seas Cruises S. DE R.L., 9.125%, 2019		930,000		967,200
Starwood Hotels & Resorts Worldwide, Inc., 6.75%, 2018		315,000		372,100
Wyndham Worldwide Corp., 7.375%, 2020		320,000		384,182
Wynn Las Vegas LLC, 7.75%, 2020		565,000		631,388
			$	9,786,201
Industrial - 0.2%
Altra Holdings, Inc., 8.125%, 2016	$	205,000	$	219,863
Dematic S.A., 8.75%, 2016 (z)		855,000		910,575
Hyva Global B.V., 8.625%, 2016 (n)		400,000		344,000
Mueller Water Products, Inc., 8.75%, 2020		237,000		264,255
Rexel S.A., 6.125%, 2019 (n)		420,000		430,500
SPL Logistics Escrow, LLC, 8.875%, 2020 (z)		325,000		334,750
			$	2,503,943
Insurance - 0.4%
American International Group, Inc., 8.25%, 2018	$	485,000	$	611,883
American International Group, Inc., 8.175% to 2038, FRN to 2068		2,550,000		3,044,063
MetLife, Inc., 9.25% to 2038, FRN to 2068 (n)		300,000		382,500
			$	4,038,446
Insurance - Health - 0.0%
AMERIGROUP Corp., 7.5%, 2019	$	425,000	$	495,125
Insurance - Property & Casualty - 0.2%
Liberty Mutual Group, Inc., 10.75% to 2038, FRN to 2088 (n)	$	700,000	$	978,250
XL Group PLC, 6.5% to 2017, FRN to 2049		1,105,000		1,006,931
			$	1,985,181
International Market Quasi-Sovereign - 0.0%
Israel Electric Corp. Ltd., 6.7%, 2017 (n)	$	402,000	$	430,643
International Market Sovereign - 0.2%
Republic of Iceland, 4.875%, 2016 (n)		1,933,000		2,015,153
Republic of Iceland, 5.875%, 2022 (n)		483,000		511,980
			$	2,527,133

16

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Local Authorities - 0.1%
Nashville & Davidson County, TN, Metropolitan Government Convention Center Authority (Build America Bonds), 6.731%, 2043	$	115,000	$	138,940
Port Authority NY & NJ (168th Series), 4.926%, 2051		395,000		462,403
San Francisco, CA, City & County Public Utilities Commission, Water Rev. (Build America Bonds), 6%, 2040		15,000		18,625
State of California (Build America Bonds), 7.625%, 2040		65,000		87,428
University of California Rev. (Build America Bonds), 5.77%, 2043		60,000		75,721
			$	783,117
Machinery & Tools - 0.4%
Ashtead Capital, Inc., 6.5%, 2022 (z)	$	210,000	$	218,400
Case Corp., 7.25%, 2016		335,000		376,875
Case New Holland, Inc., 7.875%, 2017		1,200,000		1,410,000
CNH Capital LLC, 6.25%, 2016 (n)		140,000		151,900
H&E Equipment Services LLC, 7%, 2022 (z)		275,000		285,313
NESCO LLC/NESCO Holdings Corp., 11.75%, 2017 (z)		455,000		477,750
RSC Equipment Rental, Inc., 8.25%, 2021		830,000		908,850
UR Financing Escrow Corp., 5.75%, 2018 (n)		265,000		280,238
UR Financing Escrow Corp., 7.625%, 2022 (n)		767,000		828,360
			$	4,937,686
Major Banks - 0.2%
Bank of America Corp., 5.65%, 2018	$	530,000	$	592,103
DBS Bank Ltd., 3.625% to 2017, FRN to 2022 (n)		654,000		671,620
Royal Bank of Scotland Group PLC, 7.648% to 2031, FRN to 2049		1,080,000		1,015,200
Royal Bank of Scotland Group PLC, 6.99% to 2017, FRN to 2049 (a)(d)(n)		100,000		84,000
			$	2,362,923
Medical & Health Technology & Services - 1.2%
Biomet, Inc., 10%, 2017	$	185,000	$	195,753
Biomet, Inc., 11.625%, 2017		695,000		742,781
Biomet, Inc., 6.5%, 2020 (z)		160,000		166,000
Davita, Inc., 6.375%, 2018		1,500,000		1,601,250
Davita, Inc., 6.625%, 2020		455,000		485,713
Fresenius Medical Care AG & Co. KGaA, 9%, 2015 (n)		175,000		201,469
Fresenius Medical Care Capital Trust III, 5.625%, 2019 (n)		615,000		657,281
HCA, Inc., 8.5%, 2019		2,125,000		2,395,938
HCA, Inc., 7.5%, 2022		990,000		1,101,375
HCA, Inc., 5.875%, 2022		250,000		265,938
HealthSouth Corp., 8.125%, 2020		1,115,000		1,225,106
Hologic, Inc., 6.25%, 2020 (z)		105,000		111,169
IASIS Healthcare LLC/IASIS Capital Corp., 8.375%, 2019		660,000		629,475

17

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Medical & Health Technology & Services - continued
Physio-Control International, Inc., 9.875%, 2019 (z)	$	330,000	$	356,400
Select Medical Corp., 7.625%, 2015		89,000		90,168
Teleflex, Inc., 6.875%, 2019		365,000		390,550
Tenet Healthcare Corp., 9.25%, 2015		480,000		536,400
Truven Health Analytics, Inc., 10.625%, 2020 (z)		275,000		293,563
Universal Health Services, Inc., 7%, 2018		1,030,000		1,112,400
Universal Hospital Services, Inc., 7.625%, 2020 (z)		560,000		589,400
Universal Hospital Services, Inc., FRN, 4.111%, 2015		65,000		64,106
Vanguard Health Systems, Inc., 8%, 2018		290,000		304,500
			$	13,516,735
Metals & Mining - 1.0%
AngloGold Ashanti Holdings Finance PLC, 5.375%, 2020	$	520,000	$	550,319
AngloGold Ashanti Holdings PLC, 5.125%, 2022		830,000		848,264
Arch Coal, Inc., 7.25%, 2020		550,000		497,750
Cloud Peak Energy, Inc., 8.25%, 2017		950,000		1,030,750
Cloud Peak Energy, Inc., 8.5%, 2019		905,000		1,004,550
Consol Energy, Inc., 8%, 2017		415,000		447,163
Consol Energy, Inc., 8.25%, 2020		70,000		75,425
Fortescue Metals Group Ltd., 8.25%, 2019 (n)		280,000		278,600
Peabody Energy Corp., 6%, 2018 (n)		230,000		235,175
Peabody Energy Corp., 6.25%, 2021 (n)		230,000		234,025
Southern Copper Corp., 6.75%, 2040		1,656,000		1,925,300
Vale Overseas Ltd., 5.625%, 2019		1,134,000		1,261,128
Vale Overseas Ltd., 4.375%, 2022		2,046,000		2,096,902
Vale Overseas Ltd., 6.875%, 2039		273,000		323,555
			$	10,808,906
Mortgage-Backed - 7.5%
Fannie Mae, 4.325%, 2013	$	138,659	$	139,849
Fannie Mae, 4.374%, 2013		89,681		91,010
Fannie Mae, 4.518%, 2013		85,144		85,420
Fannie Mae, 5.155%, 2013		42,170		43,348
Fannie Mae, 5.37%, 2013		63,328		63,301
Fannie Mae, 4.561%, 2014		66,083		69,135
Fannie Mae, 4.607%, 2014		112,324		116,860
Fannie Mae, 4.791%, 2014		152,927		158,042
Fannie Mae, 4.88%, 2014		95,537		101,650
Fannie Mae, 4.935%, 2014		154,706		160,354
Fannie Mae, 5.1%, 2014 - 2019		330,422		361,147
Fannie Mae, 4.56%, 2015		70,431		75,315
Fannie Mae, 4.564%, 2015		257,085		270,795
Fannie Mae, 4.6%, 2015 - 2019		155,587		178,476
Fannie Mae, 4.7%, 2015		139,059		150,571
Fannie Mae, 4.78%, 2015		78,875		85,596

18

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Mortgage-Backed - continued
Fannie Mae, 4.79%, 2015	$	119,750	$	130,156
Fannie Mae, 4.81%, 2015		177,820		193,055
Fannie Mae, 4.815%, 2015		106,603		115,241
Fannie Mae, 4.85%, 2015		171,617		184,345
Fannie Mae, 4.856%, 2015		62,170		67,380
Fannie Mae, 4.86%, 2015		151,154		161,905
Fannie Mae, 4.907%, 2015		195,116		212,962
Fannie Mae, 5.034%, 2015		123,962		137,063
Fannie Mae, 5.275%, 2015		126,325		137,691
Fannie Mae, 5.465%, 2015		471,549		522,434
Fannie Mae, 5.5%, 2015 - 2040		9,400,399		10,335,925
Fannie Mae, 5.09%, 2016		63,401		69,905
Fannie Mae, 5.152%, 2016		298,088		334,956
Fannie Mae, 5.272%, 2016		311,852		350,542
Fannie Mae, 5.35%, 2016		98,741		110,924
Fannie Mae, 5.395%, 2016		104,769		117,689
Fannie Mae, 5.423%, 2016		119,326		135,057
Fannie Mae, 5.45%, 2016		110,000		125,532
Fannie Mae, 5.724%, 2016		227,169		259,509
Fannie Mae, 5.845%, 2016		37,636		40,813
Fannie Mae, 5.93%, 2016		110,862		124,881
Fannie Mae, 1.9%, 2017		199,370		204,875
Fannie Mae, 2.71%, 2017		57,181		61,096
Fannie Mae, 3.308%, 2017		441,114		482,053
Fannie Mae, 5.05%, 2017 - 2019		120,645		136,029
Fannie Mae, 5.478%, 2017		197,767		228,012
Fannie Mae, 5.506%, 2017		66,306		75,086
Fannie Mae, 6%, 2017 - 2038		2,129,109		2,364,015
Fannie Mae, 6.5%, 2017 - 2037		596,144		679,812
Fannie Mae, 2.578%, 2018		900,000		956,156
Fannie Mae, 3.8%, 2018		90,146		100,281
Fannie Mae, 3.849%, 2018		296,348		332,270
Fannie Mae, 3.91%, 2018		117,745		131,378
Fannie Mae, 3.99%, 2018		150,000		168,894
Fannie Mae, 4%, 2018		117,903		132,385
Fannie Mae, 4.19%, 2018		108,154		122,251
Fannie Mae, 5.16%, 2018		214,652		239,205
Fannie Mae, 5.34%, 2018		374,858		434,904
Fannie Mae, 4.45%, 2019		90,779		104,614
Fannie Mae, 4.5%, 2019 - 2041		2,100,319		2,293,729
Fannie Mae, 4.67%, 2019		28,000		32,558
Fannie Mae, 4.83%, 2019		72,193		83,903
Fannie Mae, 4.876%, 2019		113,361		132,116

19

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Mortgage-Backed - continued
Fannie Mae, 5%, 2019 - 2041	$	5,164,875	$	5,672,940
Fannie Mae, 5.08%, 2019		23,947		27,596
Fannie Mae, 5.51%, 2019		115,439		134,025
Fannie Mae, 3.87%, 2020		70,936		80,124
Fannie Mae, 4.14%, 2020		42,869		49,011
Fannie Mae, 5.19%, 2020		109,841		127,189
Fannie Mae, 4.5%, 2025		113,513		122,607
Fannie Mae, 3%, 2027		794,322		839,408
Fannie Mae, 3.5%, 2042		744,792		794,676
Fannie Mae, TBA, 3%, 2027 - 2042		4,350,000		4,543,071
Fannie Mae, TBA, 3.5%, 2042		4,250,000		4,500,195
Fannie Mae, TBA, 4%, 2042		1,874,000		2,003,130
Freddie Mac, 1.655%, 2016		602,929		622,451
Freddie Mac, 3.882%, 2017		555,000		624,677
Freddie Mac, 6%, 2017 - 2038		1,107,725		1,233,404
Freddie Mac, 2.303%, 2018		915,000		962,472
Freddie Mac, 2.323%, 2018		1,138,000		1,196,641
Freddie Mac, 2.412%, 2018 (n)		1,000,000		1,058,736
Freddie Mac, 2.699%, 2018		1,200,000		1,288,622
Freddie Mac, 3.154%, 2018		478,000		522,304
Freddie Mac, 5%, 2018 - 2040		887,891		965,371
Freddie Mac, 2.13%, 2019		1,100,000		1,144,917
Freddie Mac, 4.186%, 2019		146,000		167,053
Freddie Mac, 5.085%, 2019		162,000		191,504
Freddie Mac, 2.757%, 2020		282,875		301,951
Freddie Mac, 3.32%, 2020		257,498		280,774
Freddie Mac, 4.224%, 2020		99,963		115,703
Freddie Mac, 4.251%, 2020		230,000		265,488
Freddie Mac, 4.5%, 2024 - 2041		1,370,108		1,476,284
Freddie Mac, 5.5%, 2024 - 2038		1,259,601		1,390,046
Freddie Mac, 4%, 2025		290,899		310,019
Freddie Mac, 6.5%, 2037 - 2038		184,541		208,077
Freddie Mac, 3.5%, 2041 - 2042		1,106,565		1,180,527
Freddie Mac, TBA, 2.5%, 2027		2,550,000		2,640,047
Freddie Mac, TBA, 3%, 2027 - 2042		5,510,000		5,753,960
Freddie Mac, TBA, 3.5%, 2042		3,190,000		3,374,920
Ginnie Mae, 4.5%, 2033 - 2041		2,446,400		2,713,485
Ginnie Mae, 5.5%, 2033 - 2042		1,055,591		1,184,233
Ginnie Mae, 4%, 2039 - 2040		426,254		468,658
Ginnie Mae, 3.5%, 2041 - 2042		792,936		860,798
Ginnie Mae, 5.612%, 2058		272,611		289,708
Ginnie Mae, 6.357%, 2058		194,468		208,445
Ginnie Mae, TBA, 3%, 2042		2,300,000		2,405,656

20

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Mortgage-Backed - continued
Ginnie Mae, TBA, 3.5%, 2042	$	4,500,000	$	4,864,219
			$	84,679,578
Municipals - 0.2%
Florida Department of Transportation, (Right of Way), “A”, 5%, 2021	$	240,000	$	301,253
Garland, TX, Independent School District, N, 5%, 2022		475,000		589,760
Metropolitan Government of Nashville & Davidson County, TN, General Obligation, 5%, 2022		460,000		589,076
Omaha, NE, General Obligation, (Omaha Convention Center/Arena Project), 5.25%, 2022		315,000		408,851
Seattle, WA, General Obligation, 5%, 2021		265,000		336,081
			$	2,225,021
Natural Gas - Distribution - 0.1%
AmeriGas Finance LLC, 6.75%, 2020	$	685,000	$	729,525
Ferrellgas LP/Ferrellgas Finance Corp., 6.5%, 2021		570,000		558,600
			$	1,288,125
Natural Gas - Pipeline - 0.6%
Atlas Pipeline Partners LP, 8.75%, 2018	$	740,000	$	793,650
Crosstex Energy, Inc., 8.875%, 2018		1,000,000		1,067,500
El Paso Corp., 7%, 2017		545,000		623,378
El Paso Corp., 7.75%, 2032		1,370,000		1,612,986
Energy Transfer Equity LP, 7.5%, 2020		1,090,000		1,253,500
Enterprise Products Partners LP, 8.375% to 2016, FRN to 2066		537,000		601,440
Enterprise Products Partners LP, 7.034% to 2018, FRN to 2068		71,000		79,520
MarkWest Energy Partners LP, 5.5%, 2023		465,000		475,463
Rockies Express Pipeline LLC, 5.625%, 2020 (n)		267,000		254,985
			$	6,762,422
Network & Telecom - 0.3%
Centurylink, Inc., 7.65%, 2042	$	310,000	$	323,179
Cincinnati Bell, Inc., 8.25%, 2017		260,000		278,200
Citizens Communications Co., 9%, 2031		260,000		273,000
Eileme 2 AB, 11.625%, 2020 (n)		400,000		438,000
Frontier Communications Corp., 8.125%, 2018		795,000		884,438
Qwest Communications International, Inc., 7.125%, 2018 (n)		780,000		829,530
Windstream Corp., 8.125%, 2018		150,000		159,750
Windstream Corp., 7.75%, 2020		680,000		714,000
			$	3,900,097

21

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Oil Services - 0.3%
Afren PLC, 11.5%, 2016 (n)	$	200,000	$	224,000
Afren PLC, 10.25%, 2019 (n)		216,000		237,600
Chesapeake Energy Corp., 6.625%, 2019 (n)		175,000		168,000
Dresser-Rand Group, Inc., 6.5%, 2021		215,000		225,750
Edgen Murray Corp., 12.25%, 2015		885,000		940,313
Pioneer Energy Services Corp., 9.875%, 2018		595,000		644,088
Unit Corp., 6.625%, 2021 (z)		400,000		406,000
Unit Corp., 6.625%, 2021		320,000		324,800
			$	3,170,551
Other Banks & Diversified Financials - 1.2%
Ajecorp B.V., 6.5%, 2022 (n)	$	200,000	$	209,000
Banco de Credito del Peru, 6.125% to 2022, FRN to 2027 (n)		432,000		464,400
Banco PanAmericano S.A., 8.5%, 2020 (n)		617,000		697,210
Bancolombia S.A., 5.95%, 2021		1,374,000		1,514,835
BBVA Banco Continental S.A., 5%, 2022 (z)		398,000		408,945
BBVA Bancomer S.A. Texas, 6.5%, 2021 (n)		1,770,000		1,871,775
BBVA Bancomer S.A. Texas, 6.75%, 2022 (n)		416,000		447,200
BBVA Continental, 5.75%, 2017 (n)		500,000		540,000
Capital One Financial Corp., 10.25%, 2039		1,890,000		1,946,700
Groupe BPCE S.A., 12.5% to 2019, FRN to 2049 (n)		130,000		139,914
Itau Unibanco Holding S.A., 5.5%, 2022 (n)		2,424,000		2,468,844
LBG Capital No. 1 PLC, 7.875%, 2020 (n)		680,000		657,856
Santander UK PLC, 8.963% to 2030, FRN to 2049		1,324,000		1,357,100
UBS AG, 7.625%, 2022		310,000		312,403
			$	13,036,182
Pharmaceuticals - 0.2%
Capsugel FinanceCo. SCA, 9.875%, 2019 (n)	EUR	325,000	$	456,817
Endo Health Solutions, Inc., 7%, 2019	$	420,000		453,600
Valeant Pharmaceuticals International, Inc., 6.5%, 2016 (n)		655,000		691,025
Valeant Pharmaceuticals International, Inc., 7%, 2020 (n)		410,000		424,350
			$	2,025,792
Pollution Control - 0.0%
Heckmann Corp., 9.875%, 2018	$	380,000	$	359,100
Printing & Publishing - 0.1%
American Media, Inc., 13.5%, 2018 (z)	$	26,083	$	24,714
Nielsen Finance LLC, 11.5%, 2016		204,000		228,480
Nielsen Finance LLC, 7.75%, 2018		385,000		433,125
			$	686,319

22

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Railroad & Shipping - 0.0%
Kansas City Southern de Mexico S.A. de C.V., 6.125%, 2021	$	145,000	$	162,400
Real Estate - 0.2%
CB Richard Ellis Group, Inc., 11.625%, 2017	$	235,000	$	264,375
CNL Lifestyle Properties, Inc., REIT, 7.25%, 2019		140,000		130,375
Entertainment Properties Trust, REIT, 7.75%, 2020		715,000		796,578
Kennedy Wilson, Inc., 8.75%, 2019		210,000		223,125
MPT Operating Partnership LP, REIT, 6.875%, 2021		940,000		1,022,250
			$	2,436,703
Retailers - 0.6%
Academy Ltd., 9.25%, 2019 (n)	$	330,000	$	361,350
Burlington Coat Factory Warehouse Corp., 10%, 2019		575,000		619,563
J. Crew Group, Inc., 8.125%, 2019		385,000		402,806
Limited Brands, Inc., 6.9%, 2017		1,110,000		1,262,625
Limited Brands, Inc., 6.95%, 2033		60,000		59,700
Neiman Marcus Group, Inc., 10.375%, 2015		630,000		646,544
Pantry, Inc., 8.375%, 2020 (z)		275,000		284,281
QVC, Inc., 7.375%, 2020 (n)		680,000		757,704
Rite Aid Corp., 9.25%, 2020		445,000		457,238
Sally Beauty Holdings, Inc., 6.875%, 2019		225,000		251,438
Toys “R” Us Property Co. II LLC, 8.5%, 2017		625,000		676,563
Toys “R” Us, Inc., 10.75%, 2017		580,000		639,450
Yankee Acquisition Corp., 8.5%, 2015		3,000		3,049
YCC Holdings LLC/Yankee Finance, Inc., 10.25%, 2016 (p)		470,000		489,388
			$	6,911,699
Specialty Chemicals - 0.0%
Koppers, Inc., 7.875%, 2019	$	180,000	$	196,650
Specialty Stores - 0.1%
Gymboree Corp., 9.125%, 2018	$	105,000	$	99,750
Michaels Stores, Inc., 11.375%, 2016		125,000		131,408
Michaels Stores, Inc., 7.75%, 2018		675,000		718,875
			$	950,033
Steel - 0.1%
Evraz Group S.A., 7.4%, 2017 (n)	$	1,341,000	$	1,356,086
Supermarkets - 0.0%
SUPERVALU, Inc., 7.5%, 2014	$	525,000	$	504,000

23

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Telecommunications - Wireless - 1.3%
America Movil S.A.B. de C.V., 5%, 2020	$	877,000	$	1,019,277
America Movil S.A.B. de C.V., 3.125%, 2022		2,248,000		2,304,276
Clearwire Corp., 12%, 2015 (n)		365,000		361,350
Cricket Communications, Inc., 7.75%, 2016		500,000		527,500
Cricket Communications, Inc., 7.75%, 2020		665,000		645,050
Crown Castle International Corp., 9%, 2015		170,000		183,813
Crown Castle International Corp., 7.125%, 2019		1,235,000		1,343,063
Digicel Group Ltd., 8.25%, 2017 (n)		856,000		907,360
Digicel Group Ltd., 10.5%, 2018 (n)		895,000		966,600
Globo Comunicacoes e Participacoes S.A., 6.25% to 2015, 9.375% to 2049 (n)		1,499,000		1,596,435
MetroPCS Wireless, Inc., 7.875%, 2018		215,000		231,125
Sprint Capital Corp., 6.875%, 2028		325,000		294,125
Sprint Nextel Corp., 6%, 2016		780,000		795,600
Sprint Nextel Corp., 8.375%, 2017		870,000		957,000
Sprint Nextel Corp., 9%, 2018 (n)		235,000		277,300
Wind Acquisition Finance S.A., 11.75%, 2017 (n)		1,250,000		1,143,750
Wind Acquisition Finance S.A., 7.25%, 2018 (n)		700,000		644,000
			$	14,197,624
Telephone Services - 0.2%
Cogent Communications Group, Inc., 8.375%, 2018 (n)	$	105,000	$	114,188
Level 3 Financing, Inc., 9.375%, 2019		420,000		459,900
Level 3 Financing, Inc., 8.625%, 2020		550,000		588,500
Oi S.A., 5.75%, 2022 (n)		676,000		702,229
			$	1,864,817
Transportation - 0.1%
Navios South American Logistics, Inc., 9.25%, 2019	$	623,000	$	576,275
Transportation - Services - 0.6%
ACL I Corp., 10.625%, 2016 (p)	$	405,302	$	385,387
Aguila American Resources Ltd., 7.875%, 2018 (n)		845,000		890,419
Avis Budget Car Rental LLC, 8.25%, 2019		280,000		302,400
Avis Budget Car Rental LLC, 8.25%, 2019 (n)		125,000		135,000
Avis Budget Car Rental LLC, 9.75%, 2020		185,000		208,356
CEVA Group PLC, 8.375%, 2017 (n)		1,445,000		1,405,263
Commercial Barge Line Co., 12.5%, 2017		820,000		918,400
Navios Maritime Acquisition Corp., 8.625%, 2017		555,000		520,313
Navios Maritime Holdings, Inc., 8.875%, 2017 (z)		25,000		25,219
Navios Maritime Holdings, Inc., 8.875%, 2017		610,000		621,438
Swift Services Holdings, Inc., 10%, 2018		1,040,000		1,141,400
			$	6,553,595

24

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
U.S. Government Agencies and Equivalents - 0.5%
Aid-Egypt, 4.45%, 2015	$	170,000	$	190,426
FDIC Structured Sale Guarantee Note, 0%, 2012 (n)		25,000		24,995
Freddie Mac, 2.375%, 2022		4,680,000		4,918,193
Small Business Administration, 6.34%, 2021		138,069		154,234
Small Business Administration, 6.07%, 2022		146,978		163,587
Small Business Administration, 5.16%, 2028		211,376		241,506
			$	5,692,941
U.S. Treasury Obligations - 8.6%
U.S. Treasury Bonds, 9.25%, 2016	$	47,000	$	61,306
U.S. Treasury Bonds, 6.375%, 2027		106,000		164,929
U.S. Treasury Bonds, 5.25%, 2029		546,000		778,391
U.S. Treasury Bonds, 4.5%, 2036		70,000		95,517
U.S. Treasury Bonds, 4.375%, 2038		638,000		860,802
U.S. Treasury Bonds, 4.5%, 2039		5,872,000		8,107,946
U.S. Treasury Notes, 1.375%, 2012		750,000		751,025
U.S. Treasury Notes, 1.375%, 2013		11,536,000		11,609,900
U.S. Treasury Notes, 3.125%, 2013		305,000		314,543
U.S. Treasury Notes, 4%, 2014		18,000		18,984
U.S. Treasury Notes, 1.875%, 2014		32,644,000		33,447,336
U.S. Treasury Notes, 1.875%, 2014		417,000		428,370
U.S. Treasury Notes, 4%, 2015		1,397,000		1,524,149
U.S. Treasury Notes, 2.125%, 2015		14,254,000		14,971,107
U.S. Treasury Notes, 0.875%, 2016		11,711,000		11,902,217
U.S. Treasury Notes, 2.625%, 2018		955,000		1,055,052
U.S. Treasury Notes, 2.75%, 2019		1,590,000		1,775,831
U.S. Treasury Notes, 3.125%, 2019		454,000		518,979
U.S. Treasury Notes, 3.5%, 2020		5,671,000		6,664,752
U.S. Treasury Notes, 3.125%, 2021		672,000		771,908
U.S. Treasury Notes, 1.75%, 2022		1,663,000		1,696,779
			$	97,519,823
Utilities - Electric Power - 1.1%
AES Corp., 8%, 2017	$	760,000	$	887,300
Atlantic Power Corp., 9%, 2018		300,000		313,500
Calpine Corp., 8%, 2016 (n)		675,000		729,844
Calpine Corp., 7.875%, 2020 (n)		1,025,000		1,153,125
Covanta Holding Corp., 7.25%, 2020		705,000		786,848
Covanta Holding Corp., 6.375%, 2022		165,000		180,406
Dolphin Subsidiary ll, Inc., 7.25%, 2021 (n)		340,000		387,600
Edison Mission Energy, 7%, 2017		375,000		196,875
EDP Finance B.V., 6%, 2018 (n)		865,000		821,404
Empresa de Energia de Bogota S.A., 6.125%, 2021 (n)		200,000		216,000

25

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Utilities - Electric Power - continued
Energy Future Holdings Corp., 10%, 2020	$	725,000	$	799,313
Energy Future Holdings Corp., 10%, 2020		2,125,000		2,385,313
Energy Future Holdings Corp., 11.75%, 2022 (n)		480,000		511,200
GenOn Energy, Inc., 9.5%, 2018		295,000		325,238
GenOn Energy, Inc., 9.875%, 2020		625,000		685,156
NRG Energy, Inc., 7.375%, 2017		150,000		156,000
NRG Energy, Inc., 8.25%, 2020		1,160,000		1,249,900
Texas Competitive Electric Holdings Co. LLC, 11.5%, 2020 (n)		195,000		156,975
			$	11,941,997
Total Bonds (Identified Cost, $576,470,052)			$	601,356,044
Common Stocks - 40.6%
Aerospace - 0.5%
Lockheed Martin Corp.		36,449	$	3,321,962
Northrop Grumman Corp.		38,954		2,605,633
			$	5,927,595
Automotive - 0.2%
Accuride Corp. (a)		5,511	$	27,665
Delphi Automotive PLC (a)		52,050		1,576,595
Johnson Controls, Inc.		42,280		1,150,439
			$	2,754,699
Broadcasting - 0.1%
CBS Corp., “B”		31,760	$	1,154,158
New Young Broadcasting Holding Co., Inc. (a)		21		60,900
			$	1,215,058
Brokerage & Asset Managers - 0.2%
BlackRock, Inc.		7,687	$	1,355,756
CME Group, Inc.		14,220		780,678
			$	2,136,434
Cable TV - 0.4%
Comcast Corp., “A”		33,912	$	1,137,069
Time Warner Cable, Inc.		32,662		2,901,039
			$	4,038,108
Chemicals - 0.3%
CF Industries Holdings, Inc.		6,610	$	1,368,336
Huntsman Corp.		174,870		2,514,631
			$	3,882,967

26

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Computer Software - 0.2%
Microsoft Corp.		87,220	$	2,688,120
Computer Software - Systems - 0.5%
Hewlett-Packard Co.		190,870	$	3,221,886
Seagate Technology PLC		65,476		2,095,887
			$	5,317,773
Construction - 0.1%
Stanley Black & Decker, Inc.		16,820	$	1,106,420
Consumer Products - 0.3%
Kimberly-Clark Corp.		13,670	$	1,142,812
Newell Rubbermaid, Inc.		55,961		1,003,381
Procter & Gamble Co.		9,980		670,556
			$	2,816,749
Electrical Equipment - 0.7%
General Electric Co.		234,920	$	4,865,193
Tyco International Ltd.		52,870		2,980,811
			$	7,846,004
Electronics - 0.5%
Intel Corp.		94,076	$	2,335,907
KLA-Tencor Corp.		48,830		2,505,467
Microchip Technology, Inc.		18,770		652,258
			$	5,493,632
Energy - Independent - 0.7%
Energy XXI (Bermuda) Ltd.		25,742	$	846,654
HollyFrontier Corp.		27,970		1,126,911
Marathon Oil Corp.		53,732		1,494,824
Marathon Petroleum Corp.		59,500		3,079,125
WPX Energy, Inc. (a)		61,841		964,720
			$	7,512,234
Energy - Integrated - 2.2%
Chevron Corp.		90,170	$	10,113,467
Exxon Mobil Corp.		172,334		15,044,758
			$	25,158,225
Entertainment - 0.1%
Regal Entertainment Group, “A” (l)		113,840	$	1,582,376

27

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Food & Beverages - 0.5%
Bunge Ltd.		42,930	$	2,732,495
Coca-Cola Enterprises, Inc.		70,100		2,070,053
General Mills, Inc.		26,453		1,040,396
			$	5,842,944
Food & Drug Stores - 0.4%
CVS Caremark Corp.		50,750	$	2,311,663
Kroger Co.		75,100		1,673,228
			$	3,984,891
Forest & Paper Products - 0.2%
Domtar Corp.		15,110	$	1,094,568
International Paper Co.		42,208		1,458,708
			$	2,553,276
General Merchandise - 0.3%
Macy’s, Inc.		87,945	$	3,545,063
Health Maintenance Organizations - 0.4%
Aetna, Inc.		80,396	$	3,088,010
Humana, Inc.		12,895		903,682
			$	3,991,692
Insurance - 2.0%
ACE Ltd.		27,783	$	2,048,441
Aflac, Inc.		76,747		3,544,176
Allied World Assurance Co.		28,289		2,221,535
Chubb Corp.		17,280		1,276,819
Everest Re Group Ltd.		33,190		3,440,475
Hartford Financial Services Group, Inc.		83,890		1,504,148
MetLife, Inc.		22,795		777,993
Principal Financial Group, Inc.		42,140		1,156,322
Prudential Financial, Inc.		66,788		3,640,614
Travelers Cos., Inc.		36,490		2,362,363
			$	21,972,886
Leisure & Toys - 0.3%
Activision Blizzard, Inc.		77,840	$	915,398
Mattel, Inc.		72,760		2,556,786
			$	3,472,184
Machinery & Tools - 0.5%
Cummins, Inc.		15,730	$	1,527,540
Eaton Corp.		91,760		4,103,507

28

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Machinery & Tools - continued
Pitney Bowes, Inc.		31,840	$	425,382
			$	6,056,429
Major Banks - 1.9%
Bank of America Corp.		161,306	$	1,288,835
Bank of New York Mellon Corp.		96,990		2,186,155
Goldman Sachs Group, Inc.		16,160		1,708,435
JPMorgan Chase & Co.		210,762		7,827,701
KeyCorp		268,618		2,264,450
PNC Financial Services Group, Inc.		63,305		3,935,039
Wells Fargo & Co.		75,270		2,561,438
			$	21,772,053
Medical & Health Technology & Services - 0.3%
HCA Holdings, Inc.		125,800	$	3,591,590
Medical Equipment - 0.1%
Medtronic, Inc.		24,964	$	1,015,036
Metals & Mining - 0.2%
Cliffs Natural Resources, Inc.		74,910	$	2,684,774
Natural Gas - Distribution - 0.2%
NiSource, Inc.		97,091	$	2,363,195
Natural Gas - Pipeline - 0.3%
Williams Cos., Inc.		90,463	$	2,919,241
Other Banks & Diversified Financials - 0.9%
American Express Co.		21,059	$	1,227,740
Capital One Financial Corp.		27,832		1,573,343
Citigroup, Inc.		88,731		2,636,198
Discover Financial Services		112,740		4,366,420
			$	9,803,701
Pharmaceuticals - 1.9%
Abbott Laboratories		34,315	$	2,249,005
Johnson & Johnson		73,902		4,983,212
Merck & Co., Inc.		108,001		4,649,443
Pfizer, Inc.		378,142		9,022,468
			$	20,904,128

29

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Printing & Publishing - 0.0%
American Media Operations, Inc. (a)		6,684	$	35,358
Railroad & Shipping - 0.1%
Kansas City Southern Co.		18,420	$	1,424,419
Real Estate - 20.4%
Alexandria Real Estate Equities, Inc., REIT		98,473	$	7,277,155
Atrium European Real Estate Ltd.		617,299		3,028,111
AvalonBay Communities, Inc., REIT		74,125		10,490,170
Big Yellow Group PLC, REIT		689,490		3,323,833
BioMed Realty Trust, Inc., REIT		496,086		9,192,474
Boston Properties, Inc., REIT		93,605		10,495,929
Corporate Office Properties Trust, REIT		106,920		2,390,731
Cousins Properties, Inc., REIT		267,762		2,139,418
CubeSmart, REIT		189,990		2,450,871
DDR Corp., REIT		301,380		4,587,004
Digital Realty Trust, Inc., REIT		61,108		4,553,157
Douglas Emmett, Inc., REIT		94,897		2,276,579
DuPont Fabros Technology, Inc., REIT		76,523		2,108,974
EastGroup Properties, Inc., REIT		159,840		8,567,424
Entertainment Properties Trust, REIT		98,680		4,498,821
Equity Lifestyle Properties, Inc., REIT		92,386		6,352,461
Excel Trust, Inc. REIT		102,190		1,199,711
Federal Realty Investment Trust, REIT		56,117		6,055,585
Home Properties, Inc., REIT		115,690		7,386,807
Host Hotels & Resorts, Inc., REIT		503,058		7,696,787
Medical Properties Trust, Inc., REIT		944,207		9,734,774
Mid-America Apartment Communities, Inc., REIT		137,697		9,363,396
National Health Investors, Inc., REIT		23,750		1,240,700
National Retail Properties, Inc., REIT		233,480		7,251,889
Plum Creek Timber Co. Inc., REIT		169,656		6,944,020
Potlatch Corp., REIT		72,570		2,616,874
Prologis, Inc., REIT		201,440		6,883,205
Public Storage, Inc., REIT		120,062		17,476,225
Retail Opportunity Investment Corp., REIT		101,080		1,270,576
Simon Property Group, Inc., REIT		168,021		26,664,933
Tanger Factory Outlet Centers, Inc., REIT		215,368		7,225,596
Ventas, Inc., REIT		137,632		9,013,520
Vornado Realty Trust, REIT		148,723		12,071,846
Weyerhaeuser Co., REIT		260,866		6,498,172
			$	230,327,728

30

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Specialty Stores - 0.4%
American Eagle Outfitters, Inc.		66,890	$	1,487,634
Foot Locker, Inc.		30,119		1,041,214
Gap, Inc.		47,220		1,691,420
			$	4,220,268
Telephone Services - 0.8%
AT&T, Inc.		142,422	$	5,218,342
CenturyLink, Inc.		97,985		4,140,846
			$	9,359,188
Tobacco - 0.4%
Altria Group, Inc.		33,450	$	1,135,962
Lorillard, Inc.		23,900		2,999,689
			$	4,135,651
Utilities - Electric Power - 1.1%
AES Corp. (a)		82,287	$	937,249
Alliant Energy Corp.		56,121		2,473,814
American Electric Power Co., Inc.		94,013		4,041,619
PG&E Corp.		59,630		2,588,538
PPL Corp.		87,368		2,562,503
			$	12,603,723
Total Common Stocks (Identified Cost, $424,274,729)			$	458,055,812
Floating Rate Loans (g)(r) - 0.0%
Financial Institutions - 0.0%
Springleaf Finance Corp., Term Loan, 5.5%, 2017 (Identified Cost, $147,260)	$	147,839	$	142,427
Convertible Preferred Stocks - 0.0%
Automotive - 0.0%
General Motors Co., 4.75% (Identified Cost, $336,495)	$	6,860	$	244,902
Preferred Stocks - 0.1%
Other Banks & Diversified Financials - 0.1%
Ally Financial, Inc., 7% (z)		170	$	154,801
GMAC Capital Trust I, 8.125%		22,075		547,902
Total Preferred Stocks (Identified Cost, $697,071)			$	702,703

31

Portfolio of Investments (unaudited) – continued

Warrants - 0.0%
Issuer	Strike Price		First Exercise		Shares/Par		Value
Broadcasting - 0.0%
New Young Broadcasting Holding Co., Inc. (1 share for 1 warrant) (Identified Cost, $109,854) (a)	$	0.01		7/14/10		58	$	168,200
Convertible Bonds - 0.1%
Network & Telecom - 0.1%
Nortel Networks Corp., 2.125%, 2014 (Identified Cost, $927,975) (a)(d)					$	940,000	$	923,550
Issuer/Expiration Date/Strike Price					Number of Contracts
Put Options Purchased - 0.0%
iShares Dow Jones U.S. Real Estate - January 2013 @ $50						2,750	$	126,500
iShares Dow Jones U.S. Real Estate - September 2012 @ $55						2,500		5,000
Total Put Options Purchased (Premiums Paid, $1,240,736)							$	131,500
Issuer					Shares/Par
Money Market Funds - 7.0%
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value (v)						79,339,617	$	79,339,617
Collateral for Securities Loaned - 0.1%
Morgan Stanley Repurchase Agreement, 0.19%, dated 8/31/12, due 9/04/12, total to be received $908,619 (secured by U.S. Treasury and Federal Agency obligations valued at $926,776 in an individually traded account), at Cost and Net Asset Value						908,600	$	908,600
Total Investments (Identified Cost, $1,084,452,389)							$	1,141,973,355
Other Assets, Less Liabilities - (1.2)%								(14,079,050	)
Net Assets - 100.0%							$	1,127,894,305

(a) Non-income producing security.

(d) In default. Interest and/or scheduled principal payment(s) have been missed.

(g) The rate shown represents a weighted average coupon rate on settled positions at period end, unless otherwise indicated.

(l) 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 $160,645,374, representing 14.2% of net assets.

32

Portfolio of Investments (unaudited) – continued

(p) Payment-in-kind security.

(r) Remaining maturities of floating rate loans may be less than stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty. These loans may be subject to restrictions on resale. Floating rate loans generally have rates of interest which are determined periodically by reference to a base lending rate plus a premium.

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

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

Restricted Securities	Acquisition Date	Cost		Value
Ally Financial, Inc., 7% (Preferred Stock)	4/13/11-4/14/11	$	159,375	$	154,801
American Media, Inc., 13.5%, 2018	12/28/10		26,438		24,714
Ardagh Packaging Finance PLC, 7.375%, 2017	7/20/12-7/23/12		560,057		567,763
Ashtead Capital, Inc., 6.5%, 2022	6/29/12		210,000		218,400
BBVA Banco Continental S.A., 5%, 2022	8/23/12		398,000		408,945
Biomet, Inc., 6.5%, 2020	7/25/12		160,000		166,000
Ceridian Corp., 8.875%, 2019	6/28/12		160,000		171,600
Consolidated Container Co. LLC/Consolidated Container Finance, Inc., 10.125%, 2020	6/28/12-7/17/12		268,443		276,925
Dematic S.A., 8.75%, 2016	4/19/11-11/08/11		850,863		910,575
FGI Operating Co./FGI Finance, Inc., 7.875%, 2020	4/12/12		50,000		52,750
G-Force LLC, CDO, “A2”, 4.83%, 2036	1/20/11		148,212		149,591
General Motors Financial Co., Inc., 4.75%, 2017	8/13/12		365,000		367,476
H&E Equipment Services LLC, 7%, 2022	8/10/12		277,058		285,313
Heckler & Koch GmbH, 9.5%, 2018	5/06/11-7/11/11		355,269		259,987
Hologic, Inc., 6.25%, 2020	7/19/12		105,000		111,169
Icahn Enterprises LP, 8%, 2018	7/9/12		113,816		115,020
Isle of Capri Casinos, Inc., 8.875%, 2020	7/26/12-8/31/12		595,552		601,088
LBI Media, Inc., 8.5%, 2017	7/18/07		123,770		28,750
Legend Acquisition Sub, Inc., 10.75%, 2020	8/14/12		493,491		493,750
Local TV Finance LLC, 9.25%, 2015	11/09/07-2/16/11		406,110		422,103
NESCO LLC/NESCO Holdings Corp., 11.75%, 2017	4/05/12-8/30/12		454,565		477,750
Navios Maritime Holdings, Inc., 8.875%, 2017	6/27/12		25,000		25,219
Nuance Communications, Inc., 5.375%, 2020	8/09/12		270,000		276,075
Pantry, Inc., 8.375%, 2020	7/25/12		275,000		284,281
Physio-Control International, Inc., 9.875%, 2019	1/13/12-1/30/12		335,087		356,400
SIRIUS XM Radio, Inc., 5.25%, 2022	8/08/12		110,000		110,000
SPL Logistics Escrow, LLC, 8.875%, 2020	7/24/12		325,000		334,750
Samson Investment Co., 9.75%, 2020	8/20/12		232,296		231,750
Tencent Holdings Ltd., 3.375%, 2018	8/28/12		545,747		548,336
Townsquare Radio LLC, 9%, 2019	3/30/12		262,464		280,238

33

Portfolio of Investments (unaudited) – continued

Restricted Securities - continued	Acquisition Date	Cost		Value
Truven Health Analytics, Inc., 10.625%, 2020	5/24/12-6/15/12	$	279,057	$	293,563
Unit Corp., 6.625%, 2021	7/12/12		395,044		406,000
Universal Hospital Services, Inc., 7.625%, 2020	7/24/12		560,000		589,400
Total Restricted Securities				$	10,000,482
% of Net assets					0.9%

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

CDO Collateralized Debt Obligation

FRN Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end.

PLC Public Limited Company

REIT Real Estate Investment Trust

STRIPS Separate Trading of Registered Interest and Principal of Securities

TBA To Be Announced

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

EUR Euro

Derivative Contracts at 8/31/12

Forward Foreign Currency Exchange Contracts at 8/31/12

Type	Currency	Counterparty	Contracts to Deliver/ Receive		Settlement Date Range		In Exchange For		Contracts at Value		Net Unrealized Appreciation (Depreciation)
Liability Derivatives
SELL	EUR	Goldman Sachs International		660,199		10/12/12		$807,634		$830,722		$(23,088	)
SELL	EUR	UBS AG		660,199		10/12/12		808,012		830,722		(22,710	)
												$(45,798	)

See Notes to Financial Statements

34

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/12 (unaudited)

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, $1,005,112,772)	$1,062,633,738
Underlying affiliated funds, at cost and value	79,339,617
Total investments, at value, including $902,110 of securities on loan (identified cost, $1,084,452,389)	$1,141,973,355
Receivables for
Investments sold	3,397,395
TBA sale commitments	24,936
Fund shares sold	11,830,706
Interest and dividends	8,566,656
Other assets	1,561
Total assets	$1,165,794,609
Liabilities
Payable to custodian	$1,756
Payables for
Distributions	494,974
Forward foreign currency exchange contracts	45,798
Investments purchased	48,185
TBA purchase commitments	34,643,002
Fund shares reacquired	1,464,269
Collateral for securities loaned, at value	908,600
Payable to affiliates
Investment adviser	40,735
Shareholder servicing costs	224,517
Distribution and service fees	26,787
Payable for independent Trustees’ compensation	5
Accrued expenses and other liabilities	1,676
Total liabilities	$37,900,304
Net assets	$1,127,894,305
Net assets consist of
Paid-in capital	$1,078,913,623
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies	57,475,538
Accumulated net realized gain (loss) on investments and foreign currency	(5,815,398	)
Accumulated distributions in excess of net investment income	(2,679,458	)
Net assets	$1,127,894,305
Shares of beneficial interest outstanding	98,745,951

35

Statement of Assets and Liabilities (unaudited) – continued

	Net assets		Shares outstanding		Net asset value per share (a)
Class A		$596,429,038		52,208,935		$11.42
Class C		343,866,574		30,117,179		11.42
Class I		185,621,509		16,246,725		11.43
Class R1		148,713		13,033		11.41
Class R2		428,069		37,497		11.42
Class R3		496,113		43,437		11.42
Class R4		801,323		70,132		11.43
Class R5		102,966		9,013		11.42

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $11.99 [100 / 95.25 x $11.42]. 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 and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R5.

See Notes to Financial Statements

36

Financial Statements

STATEMENT OF OPERATIONS

Six months ended 8/31/12 (unaudited)

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
Interest	$13,436,376
Dividends	5,298,753
Dividends from underlying affiliated funds	36,500
Foreign taxes withheld	(14,049	)
Total investment income	$18,757,580
Expenses
Management fee	$3,056,323
Distribution and service fees	2,066,444
Shareholder servicing costs	400,018
Administrative services fee	72,798
Independent Trustees’ compensation	9,765
Custodian fee	74,008
Shareholder communications	27,459
Audit and tax fees	29,151
Legal fees	4,258
Miscellaneous	149,315
Total expenses	$5,889,539
Fees paid indirectly	(24	)
Reduction of expenses by investment adviser	(2,229	)
Net expenses	$5,887,286
Net investment income	$12,870,294
Realized and unrealized gain (loss) on investments and foreign currency
Realized gain (loss) (identified cost basis)
Investments	$12,651,906
Futures contracts	20,597
Foreign currency	74,972
Net realized gain (loss) on investments and foreign currency	$12,747,475
Change in unrealized appreciation (depreciation)
Investments	$22,522,503
Futures contracts	340
Translation of assets and liabilities in foreign currencies	16,456
Net unrealized gain (loss) on investments and foreign currency translation	$22,539,299
Net realized and unrealized gain (loss) on investments and foreign currency	$35,286,774
Change in net assets from operations	$48,157,068

See Notes to Financial Statements

37

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.

Change in net assets	Six months ended 8/31/12 (unaudited)			Year ended 2/29/12
From operations
Net investment income		$12,870,294			$17,169,078
Net realized gain (loss) on investments and foreign currency		12,747,475			28,630,687
Net unrealized gain (loss) on investments and foreign currency translation		22,539,299			(5,388,630	)
Change in net assets from operations		$48,157,068			$40,411,135
Distributions declared to shareholders
From net investment income		$(14,660,804	)		$(19,225,635	)
Change in net assets from fund share transactions		$311,623,582			$334,441,555
Total change in net assets		$345,119,846			$355,627,055
Net assets
At beginning of period		782,774,459			427,147,404
At end of period (including accumulated distributions in excess of net investment income of $2,679,458 and $888,948, respectively)		$1,127,894,305			$782,774,459

See Notes to Financial Statements

38

Financial Statements

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal 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.

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class A				2012			2011			2010			2009			2008
Net asset value, beginning of period		$11.05			$10.79			$9.60			$6.88			$10.04			$10.95
Income (loss) from investment operations
Net investment income (d)		$0.16			$0.34			$0.40			$0.43			$0.47			$0.47
Net realized and unrealized gain (loss) on investments and foreign currency		0.40			0.30			1.23			2.75			(3.13	)		(0.80	)
Total from investment operations		$0.56			$0.64			$1.63			$3.18			$(2.66	)		$(0.33	)
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.38	)		$(0.44	)		$(0.46	)		$(0.49	)		$(0.48	)
From net realized gain on investments		—			—			—			—			(0.01	)		(0.10	)
Total distributions declared to shareholders		$(0.19	)		$(0.38	)		$(0.44	)		$(0.46	)		$(0.50	)		$(0.58	)
Net asset value, end of period (x)		$11.42			$11.05			$10.79			$9.60			$6.88			$10.04
Total return (%) (r)(s)(t)(x)		5.08	(n)		6.09			17.36			47.12			(27.43	)		(3.18	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.06	(a)		1.10			1.15			1.20			1.23			1.18
Expenses after expense reductions (f)		1.06	(a)		1.10			1.06			0.94			0.95			0.95
Net investment income		2.92	(a)		3.18			3.95			5.02			5.23			4.35
Portfolio turnover		21	(n)		64			59			79			80			89
Net assets at end of period (000 omitted)		$596,429			$447,034			$257,247			$116,318			$91,445			$166,546

See Notes to Financial Statements

39

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class C				2012			2011			2010			2009			2008
Net asset value, beginning of period		$11.04			$10.78			$9.59			$6.88			$10.03			$10.94
Income (loss) from investment operations
Net investment income (d)		$0.12			$0.26			$0.33			$0.37			$0.41			$0.39
Net realized and unrealized gain (loss) on investments and foreign currency		0.40			0.30			1.22			2.74			(3.13	)		(0.80	)
Total from investment operations		$0.52			$0.56			$1.55			$3.11			$(2.72	)		$(0.41	)
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.30	)		$(0.36	)		$(0.40	)		$(0.42	)		$(0.40	)
From net realized gain on investments		—			—			—			—			(0.01	)		(0.10	)
Total distributions declared to shareholders		$(0.14	)		$(0.30	)		$(0.36	)		$(0.40	)		$(0.43	)		$(0.50	)
Net asset value, end of period (x)		$11.42			$11.04			$10.78			$9.59			$6.88			$10.03
Total return (%) (r)(s)(t)(x)		4.78	(n)		5.31			16.51			45.90			(27.88	)		(3.87	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.81	(a)		1.85			1.90			1.95			1.93			1.89
Expenses after expense reductions (f)		1.81	(a)		1.85			1.81			1.69			1.65			1.65
Net investment income		2.17	(a)		2.43			3.20			4.27			4.54			3.64
Portfolio turnover		21	(n)		64			59			79			80			89
Net assets at end of period (000 omitted)		$343,867			$238,332			$138,344			$63,377			$46,617			$82,486

See Notes to Financial Statements

40

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class I				2012			2011			2010			2009			2008
Net asset value, beginning of period		$11.05			$10.79			$9.60			$6.88			$10.04			$10.95
Income (loss) from investment operations
Net investment income (d)		$0.18			$0.36			$0.41			$0.45			$0.50			$0.51
Net realized and unrealized gain (loss) on investments and foreign currency		0.40			0.30			1.25			2.75			(3.14	)		(0.81	)
Total from investment operations		$0.58			$0.66			$1.66			$3.20			$(2.64	)		$(0.30	)
Less distributions declared to shareholders
From net investment income		$(0.20	)		$(0.40	)		$(0.47	)		$(0.48	)		$(0.51	)		$(0.51	)
From net realized gain on investments		—			—			—			—			(0.01	)		(0.10	)
Total distributions declared to shareholders		$(0.20	)		$(0.40	)		$(0.47	)		$(0.48	)		$(0.52	)		$(0.61	)
Net asset value, end of period (x)		$11.43			$11.05			$10.79			$9.60			$6.88			$10.04
Total return (%) (r)(s)(x)		5.30	(n)		6.35			17.65			47.47			(27.21	)		(2.89	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.81	(a)		0.85			0.89			0.93			0.93			0.88
Expenses after expense reductions (f)		0.81	(a)		0.85			0.83			0.69			0.65			0.65
Net investment income		3.15	(a)		3.43			3.94			4.95			5.56			4.67
Portfolio turnover		21	(n)		64			59			79			80			89
Net assets at end of period (000 omitted)		$185,622			$96,323			$30,993			$3,835			$1,036			$1,507

See Notes to Financial Statements

41

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class R1				2012			2011			2010			2009 (i)
Net asset value, beginning of period		$11.04			$10.78			$9.59			$6.87			$9.83
Income (loss) from investment operations
Net investment income (d)		$0.12			$0.26			$0.34			$0.37			$0.27
Net realized and unrealized gain (loss) on investments and foreign currency		0.39			0.30			1.21			2.75			(2.94	)
Total from investment operations		$0.51			$0.56			$1.55			$3.12			$(2.67	)
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.30	)		$(0.36	)		$(0.40	)		$(0.29	)
Net asset value, end of period (x)		$11.41			$11.04			$10.78			$9.59			$6.87
Total return (%) (r)(s)(x)		4.69	(n)		5.31			16.51			46.11			(27.52	)(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.81	(a)		1.85			1.90			1.94			1.97	(a)
Expenses after expense reductions (f)		1.81	(a)		1.85			1.80			1.69			1.65	(a)
Net investment income		2.20	(a)		2.44			3.32			4.24			4.76	(a)
Portfolio turnover		21	(n)		64			59			79			80	(n)
Net assets at end of period (000 omitted)		$149			$142			$126			$106			$73

See Notes to Financial Statements

42

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class R2				2012			2011			2010			2009 (i)
Net asset value, beginning of period		$11.04			$10.78			$9.59			$6.87			$9.83
Income (loss) from investment operations
Net investment income (d)		$0.15			$0.31			$0.39			$0.41			$0.29
Net realized and unrealized gain (loss) on investments and foreign currency		0.40			0.30			1.21			2.75			(2.93	)
Total from investment operations		$0.55			$0.61			$1.60			$3.16			$(2.64	)
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.35	)		$(0.41	)		$(0.44	)		$(0.32	)
Net asset value, end of period (x)		$11.42			$11.04			$10.78			$9.59			$6.87
Total return (%) (r)(s)(x)		5.04	(n)		5.83			17.09			46.82			(27.27	)(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.31	(a)		1.35			1.40			1.45			1.48	(a)
Expenses after expense reductions (f)		1.31	(a)		1.35			1.30			1.19			1.15	(a)
Net investment income		2.65	(a)		2.93			3.83			4.74			5.26	(a)
Portfolio turnover		21	(n)		64			59			79			80	(n)
Net assets at end of period (000 omitted)		$428			$212			$125			$107			$73

See Notes to Financial Statements

43

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class R3				2012			2011			2010			2009 (i)
Net asset value, beginning of period		$11.05			$10.79			$9.59			$6.88			$9.84
Income (loss) from investment operations
Net investment income (d)		$0.16			$0.34			$0.41			$0.43			$0.31
Net realized and unrealized gain (loss) on investments and foreign currency		0.40			0.30			1.23			2.74			(2.93	)
Total from investment operations		$0.56			$0.64			$1.64			$3.17			$(2.62	)
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.38	)		$(0.44	)		$(0.46	)		$(0.34	)
Net asset value, end of period (x)		$11.42			$11.05			$10.79			$9.59			$6.88
Total return (%) (r)(s)(x)		5.08	(n)		6.09			17.48			46.96			(27.12	)(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.06	(a)		1.10			1.15			1.20			1.22	(a)
Expenses after expense reductions (f)		1.06	(a)		1.10			1.06			0.94			0.90	(a)
Net investment income		2.84	(a)		3.17			3.99			4.99			5.49	(a)
Portfolio turnover		21	(n)		64			59			79			80	(n)
Net assets at end of period (000 omitted)		$496			$186			$185			$107			$73

See Notes to Financial Statements

44

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class R4				2012			2011			2010			2009 (i)
Net asset value, beginning of period		$11.05			$10.79			$9.59			$6.88			$9.84
Income (loss) from investment operations
Net investment income (d)		$0.18			$0.36			$0.44			$0.46			$0.32
Net realized and unrealized gain (loss) on investments and foreign currency		0.40			0.30			1.23			2.73			(2.93	)
Total from investment operations		$0.58			$0.66			$1.67			$3.19			$(2.61	)
Less distributions declared to shareholders
From net investment income		$(0.20	)		$(0.40	)		$(0.47	)		$(0.48	)		$(0.35	)
Net asset value, end of period (x)		$11.43			$11.05			$10.79			$9.59			$6.88
Total return (%) (r)(s)(x)		5.30	(n)		6.35			17.78			47.32			(26.99	)(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.81	(a)		0.85			0.90			0.95			0.97	(a)
Expenses after expense reductions (f)		0.81	(a)		0.85			0.80			0.69			0.65	(a)
Net investment income		3.21	(a)		3.40			4.32			5.24			5.76	(a)
Portfolio turnover		21	(n)		64			59			79			80	(n)
Net assets at end of period (000 omitted)		$801			$546			$127			$108			$73

See Notes to Financial Statements

45

Financial Highlights – continued

Class R5	Period ended 8/31/12 (i) (unaudited)
Net asset value, beginning of period		$11.16
Income (loss) from investment operations
Net investment income (d)		$0.03
Net realized and unrealized gain (loss) on investments and foreign currency		0.30
Total from investment operations		$0.33
Less distributions declared to shareholders
From net investment income		$(0.07	)
Net asset value, end of period (x)		$11.42
Total return (%) (r)(s)(x)		2.93	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.78	(a)
Expenses after expense reductions (f)		0.78	(a)
Net investment income		1.80	(a)
Portfolio turnover		21	(n)
Net assets at end of period (000 omitted)		$103

(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, July 1, 2008 (Classes R1, R2, R3, and R4) and July 2, 2012 (Class R5) through the stated period end.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

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

(t) Total returns do not include any applicable sales charges.

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

See Notes to Financial Statements

46

NOTES TO FINANCIAL STATEMENTS

(unaudited)

(1) Business and Organization

MFS Diversified Income Fund (the fund) is a series of MFS Series Trust XIII (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. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. All of the risks of investing in foreign securities previously described are heightened when investing in emerging markets countries.

In this reporting period the fund adopted FASB Accounting Standards Update 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 seeks to improve the comparability of fair value measurements as presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards (IFRS) by providing common requirements for fair value measurement and disclosure.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-11, Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). Effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, ASU 2011-11 is intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. Although still evaluating the potential impacts of ASU 2011-11 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.

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. Debt instruments and floating rate loans (other than short-term instruments), including restricted debt

47

Notes to Financial Statements (unaudited) – continued

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 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 at valuations provided by a third-party pricing service. 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 exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The

48

Notes to Financial Statements (unaudited) – continued

adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments not reflected in total investments, such as forward foreign currency exchange contracts. The following is a summary of the levels used as of August 31, 2012 in valuing the fund’s assets or liabilities:

Investments at Value	Level 1		Level 2			Level 3		Total
Equity Securities
United States		$452,531,914		$383,901			$35,358		$452,951,173
United Kingdom		3,323,833		—			—		3,323,833
Austria		3,028,111		—			—		3,028,111
U.S. Treasury Bonds & U.S. Government Agency & Equivalents		—		106,474,988			—		106,474,988
Non-U.S. Sovereign Debt		—		132,126,592			—		132,126,592
Municipal Bonds		—		2,225,021			—		2,225,021
Corporate Bonds		—		197,404,818			—		197,404,818
Residential Mortgage-Backed Securities		—		84,679,578			—		84,679,578
Commercial Mortgage-Backed Securities		—		644,937			—		644,937
Asset-Backed Securities (including CDOs)		—		149,591			—		149,591
Foreign Bonds		—		78,574,069			—		78,574,069
Floating Rate Loans		—		142,427			—		142,427
Short Term Securities		—		908,600			—		908,600
Mutual Funds		79,339,617		—			—		79,339,617
Total Investments		$538,223,475		$603,714,522			$35,358		$1,141,973,355
Other Financial Instruments
Forward Foreign Currency Exchange Contracts		$—		$(45,798	)		$—		$(45,798	)

49

Notes to Financial Statements (unaudited) – continued

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

The following is a reconciliation of level 3 assets for which significant unobservable inputs were used to determine fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period. The table presents the activity of level 3 securities held at the beginning and the end of the period.

	Equity Securities
Balance as of 2/29/12		$79,473
Change in unrealized appreciation (depreciation)		(44,115	)
Balance as of 8/31/12		$35,358

The net change in unrealized appreciation (depreciation) from investments still held as level 3 at August 31, 2012 is $(44,115).

Repurchase Agreements – The fund entered 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.

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

The derivative instruments used by the fund were purchased options, futures contracts, and forward foreign currency exchange contracts. 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.

50

Notes to Financial Statements (unaudited) – continued

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at August 31, 2012 as reported in the Statement of Assets and Liabilities:

		Fair Value (a)
Risk	Derivative Contracts	Asset Derivatives		Liability Derivatives
Foreign Exchange	Forward Foreign Currency Exchange		$—		$(45,798	)
Equity	Purchased Equity Options		131,500		—
Total			$131,500		$(45,798	)

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

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the six months ended August 31, 2012 as reported in the Statement of Operations:

Risk	Futures Contracts		Foreign Currency
Interest Rate		$20,597		$—
Foreign Exchange		—		78,446
Total		$20,597		$78,446

The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the six months ended August 31, 2012 as reported in the Statement of Operations:

Risk	Futures Contracts		Translation of Assets and Liabilities in Foreign Currencies		Investments (Purchased Options)
Interest Rate		$340		$—		$—
Foreign Exchange		—		16,434		—
Equity		—		—		(1,059,511	)
Total		$340		$16,434		$(1,059,511	)

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 whenever possible 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

51

Notes to Financial Statements (unaudited) – continued

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 amounts of assets and liabilities in the Statement of 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 contracts and exchange-traded options) while collateral terms are contract specific for over-the-counter traded derivatives (i.e., forward foreign currency exchange contracts, swap agreements 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, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities collateral pledged for the same purpose, if any, is noted in the Portfolio of Investments.

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

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 put options which have expired are treated as realized losses on investments in the Statement of Operations. Upon the exercise or closing of a purchased put option, the premium paid is offset against the proceeds on the sale of the underlying security or financial instrument in order to determine the realized gain or loss on investments.

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

Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a certain percentage

52

Notes to Financial Statements (unaudited) – continued

of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.

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

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

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, an industry accepted settlement system. 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, loans 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.

53

Notes to Financial Statements (unaudited) – continued

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 interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.

Loans and Other Direct Debt Instruments – The fund invests in loans and loan participations or other receivables. These investments may include standby financing commitments, including revolving credit facilities, which obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary.

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. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees, consent fees, and prepayment fees. Commitment fees are recorded on an accrual basis as income in the accompanying financial statements. 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. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.

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 purchased or sold debt securities on a when-issued or delayed delivery basis, or in a “To Be Announced” (TBA) or “forward commitment” transaction with delivery

54

Notes to Financial Statements (unaudited) – continued

or payment to occur at a later date beyond the normal settlement period. TBA securities resulting from these transactions are included in the Portfolio of Investments. At the time a fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the security acquired is reflected in the fund’s net asset value. The price of such security and the date that the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. No interest accrues to the fund until payment takes place. At the time that a fund enters into this type of transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to declines in the value of the securities prior to settlement date.

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 six months ended August 31, 2012, 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, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Foreign taxes 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 and wash sale loss deferrals.

The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:

	2/29/12
Ordinary income (including any short-term capital gains)		$19,225,635

55

Notes to Financial Statements (unaudited) – continued

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

As of 8/31/12
Cost of investments	$1,088,570,321
Gross appreciation	64,722,930
Gross depreciation	(11,319,896	)
Net unrealized appreciation (depreciation)	$53,403,034
As of 2/29/12
Undistributed ordinary income	1,064,232
Capital loss carryforwards	(13,089,259	)
Other temporary differences	(2,017,884	)
Net unrealized appreciation (depreciation)	29,527,329

The aggregate cost above includes prior fiscal year end tax adjustments, if applicable.

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after February 29, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of February 29, 2012, the fund had capital loss carryforwards available to offset future realized gains. Such losses expire as follows:

Pre-enactment losses:
2/28/18	$(13,089,259	)

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 and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. 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
	Six months ended 8/31/12		Year ended 2/29/12
Class A		$8,461,647		$11,734,259
Class C		3,649,358		5,043,685
Class I		2,527,499		2,427,158
Class R1		1,864		3,641
Class R2		4,710		5,164
Class R3		4,522		5,881
Class R4		10,602		5,847
Class R5 (i)		602		—
Total		$14,660,804		$19,225,635

(i) For the period from the class’ inception, July 2, 2012, through the stated period end.

56

Notes to Financial Statements (unaudited) – continued

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund.

The management fee is computed daily and paid monthly at an annual rate of 0.65% of the fund’s average daily net assets. The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, 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 each class’ average daily net assets.

Class A	Class C		Class I		Class R1		Class R2		Class R3		Class R4		Class R5
1.10%		1.85%		0.85%		1.85%		1.35%		1.10%		0.85%		0.79%

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until June 30, 2014. For the six months ended August 31, 2012, the fund’s actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $616,661 for the six months ended August 31, 2012, 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%		$639,804
Class C		0.75%		0.25%		1.00%		1.00%		1,424,804
Class R1		0.75%		0.25%		1.00%		1.00%		724
Class R2		0.25%		0.25%		0.50%		0.50%		770
Class R3		—		0.25%		0.25%		0.25%		342
Total Distribution and Service Fees										$2,066,444

(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.

(e) The annual effective rates represent actual fees incurred under the distribution plan for the six months ended August 31, 2012 based on each class’ average daily net assets.

57

Notes to Financial Statements (unaudited) – continued

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of shareholder redemptions within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the six months ended August 31, 2012, were as follows:

	Amount
Class A		$8,637
Class C		18,450

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 six months ended August 31, 2012, the fee was $84,940, which equated to 0.0180% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R5 shares do not incur sub-accounting fees. For the six months ended August 31, 2012, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $315,078.

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 six months ended August 31, 2012 was equivalent to an annual effective rate of 0.0154% of the fund’s average daily net assets.

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

Other – This fund and certain other funds managed by MFS (the funds) have entered into 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 six months ended August 31, 2012, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $4,175 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

58

Notes to Financial Statements (unaudited) – continued

$2,229, 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 invests in the MFS Institutional Money Market Portfolio which is managed by MFS and 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 affiliated 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		$149,857,262		$96,815,280
Investments (non-U.S. Government securities)		$343,547,656		$89,687,584

(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:

	Six months ended 8/31/12				Year ended 2/29/12
	Shares		Amount		Shares		Amount
Shares sold
Class A		18,857,730		$210,713,457		24,496,866		$261,103,830
Class C		9,943,261		111,058,428		10,945,785		116,827,058
Class I		9,032,903		100,872,898		8,203,883		87,535,336
Class R1		18		204		774		7,808
Class R2		17,941		197,852		7,167		77,286
Class R3		26,481		298,368		2,090		22,621
Class R4		49,345		548,884		37,178		408,303
Class R5 (i)		8,961		100,000		—		—
		37,936,640		$423,790,091		43,693,743		$465,982,242
Shares issued to shareholders in reinvestment of distributions
Class A		672,164		$7,538,517		939,008		$10,043,440
Class C		235,616		2,640,589		316,030		3,378,617
Class I		139,561		1,565,523		118,669		1,266,876
Class R1		167		1,864		341		3,641
Class R2		420		4,710		482		5,164
Class R3		403		4,522		549		5,881
Class R4		879		9,874		544		5,847
Class R5 (i)		52		597		—		—
		1,049,262		$11,766,196		1,375,623		$14,709,466

59

Notes to Financial Statements (unaudited) – continued

	Six months ended 8/31/12						Year ended 2/29/12
	Shares			Amount			Shares			Amount
Shares reacquired
Class A		(7,781,311	)		$ (86,924,261	)		(8,818,888	)		$ (93,363,115	)
Class C		(1,643,522	)		(18,346,706	)		(2,508,643	)		(26,575,246	)
Class I		(1,642,568	)		(18,327,637	)		(2,477,765	)		(26,278,443	)
Class R1		(1	)		(9	)		(1	)		(7	)
Class R2		(88	)		(971	)		(23	)		(250	)
Class R3		(252	)		(2,741	)		(2,990	)		(32,716	)
Class R4		(29,519	)		(330,380	)		(34	)		(376	)
		(11,097,261	)		$(123,932,705	)		(13,808,344	)		$(146,250,153	)
Net change
Class A		11,748,583			$ 131,327,713			16,616,986			$ 177,784,155
Class C		8,535,355			95,352,311			8,753,172			93,630,429
Class I		7,529,896			84,110,784			5,844,787			62,523,769
Class R1		184			2,059			1,114			11,442
Class R2		18,273			201,591			7,626			82,200
Class R3		26,632			300,149			(351	)		(4,214	)
Class R4		20,705			228,378			37,688			413,774
Class R5 (i)		9,013			100,597			—			—
		27,888,641			$311,623,582			31,261,022			$334,441,555

(i) For the period from the class’ inception, July 2, 2012, through the stated period end.

(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 six months ended August 31, 2012, the fund’s commitment fee and interest expense were $2,466 and $0, respectively, and are included in “Miscellaneous” expense on the Statement of Operations.

60

Notes to Financial Statements (unaudited) – continued

(7) Transactions in Underlying Affiliated 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 an affiliated issuer:

Underlying Affiliated Fund	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Institutional Money Market Portfolio		34,744,532		206,707,090		(162,112,005	)		79,339,617
Underlying Affiliated Fund	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income			Ending Value
MFS Institutional Money Market Portfolio		$—		$—		$36,500			$79,339,617

61

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, 2012 (“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.

Effective May 1, 2011, the Board of Trustees terminated the Fund’s subadvisory investment agreement among MFS Series Trust XIII, on behalf of the Fund, MFS and Sun Capital Advisers LLC (“Sun Capital”) and MFS assumed responsibility for day-to-day management of the Fund. The Sun Capital portfolio manager who was responsible for the day-to-day management of the Fund became an employee of MFS on or about May 1, 2011 and continues to manage the Fund.

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, 2011 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, (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

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Board Review of Investment Advisory Agreement – continued

Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, 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. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2011, 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, 2011 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

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

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

63

Board Review of Investment Advisory Agreement – continued

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, which may not be changed without the Trustees’ approval. 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 was approximately at the Lipper expense group median, and the Fund’s total expense ratio was lower than the Lipper expense group median.

The Trustees also considered the advisory fees charged by MFS to institutional accounts, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund 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 is not subject to any breakpoints. Taking into account the expense limitation noted above, the Trustees determined not to recommend any advisory fee breakpoints for the Fund at this time.

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

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

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

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending

64

Board Review of Investment Advisory Agreement – continued

programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

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

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2012.

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).

65

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. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available 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.

PROVISION OF FINANCIAL REPORTS AND SUMMARY PROSPECTUSES

The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.

66

Save paper with eDelivery.

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

SEMIANNUAL REPORT

August 31, 2012

MFS® GOVERNMENT SECURITIES FUND

MFG-SEM

MFS® GOVERNMENT SECURITIES FUND

CONTENTS

Letter from the Chairman and CEO	1
Portfolio composition	2
Expense table	4
Portfolio of investments	6
Statement of assets and liabilities	12
Statement of operations	14
Statements of changes in net assets	15
Financial highlights	16
Notes to financial statements	25
Board review of investment advisory agreement	37
Proxy voting policies and information	41
Quarterly portfolio disclosure	41
Further information	41
Provision of financial reports and summary prospectuses	41
Contact information    back cover

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

NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE

LETTER FROM THE CHAIRMAN AND CEO

Dear Shareholders:

World financial markets continue to face a number of major economic and political challenges. While the European debt crisis has deepened and spread, there appears to be scope for improvement given the European Central Bank’s willingness to backstop troubled sovereigns. Economic activity in China, until recently the world’s growth engine, appears to be bottoming. Even the relatively strong and stable US

economy has been affected by uncertainty over the presidential election and the threat of a “fiscal cliff” at year- end. At the same time, global consumer and producer confidence has fallen sharply. And a search for safe havens by nervous investors has driven down yields on highly rated government bonds, including those issued by Germany and the United States, to multi-decade lows.

But there is also good news: Global economic data have modestly improved, performing slightly better than expected. However, the improvement is too short-lived to be called a trend. Equity markets have been largely range bound since the

Fed extended its quantitative easing program, leaving little expectation that the bank will add further money to the system. It is hard to know how much of the recent gain in financial markets has been the result of actual economic improvements versus expectations that renewed central bank action will soon lead to an economic rebound.

Through all this uncertainty, managing risk remains a top priority for investors and their advisors. At MFS®, our emphasis on global research is designed to keep our investment process functioning smoothly at all times. Close collaboration among colleagues around the world is vital in periods of uncertainty and heightened volatility. We share ideas and evaluate opportunities across continents and across all investment disciplines and types of investments. We employ this uniquely collaborative approach to build better insights — and better results — for our clients.

Like our investors, we are mindful of the many economic challenges we face at the local, national and international levels. In times like these, it is more important than ever to maintain a long-term view, adhere to time-tested investing principles such as asset allocation and diversification and work closely with investment advisors to research and identify the most suitable opportunities.

Respectfully,

Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management®

October 17, 2012

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

1

PORTFOLIO COMPOSITION

Portfolio structure (i)

Fixed income sectors (i)
Mortgage-Backed Securities	49.2%
U.S. Treasury Securities	39.3%
U.S. Government Agencies	7.1%
Municipal Bonds	1.4%
Commercial Mortgage-Backed Securities	1.3%
High Grade Corporates	1.0%

Composition including fixed income credit quality (a)(i)
AAA	1.4%
AA	1.6%
A	0.4%
BBB	0.3%
U.S. Government	39.3%
Federal Agencies	56.3%
Cash & Other	0.7%
Portfolio facts (i)
Average Duration (d)	3.9
Average Effective Maturity (m)	5.1 yrs.

(a) For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Cash & Other includes cash, other assets less liabilities, offsets to derivative positions, and short-term securities. The fund may not hold all of these instruments. The fund is not rated by these agencies.

(d) Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move.

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

2

Portfolio Composition – continued

(m) In determining an instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.

Percentages are based on net assets as of 8/31/12.

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

3

EXPENSE TABLE

Fund expenses borne by the shareholders during the period,

March 1, 2012 through August 31, 2012

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2012 through August 31, 2012.

The expenses include the payment of a portion of the transfer-agent-related expenses of MFS funds that invest in the fund. For further information, please see the Notes to the Financial Statements.

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.

4

Expense Table – continued

Share Class		Annualized Expense Ratio		Beginning Account Value 3/01/12		Ending Account Value 8/31/12		Expenses Paid During Period (p) 3/01/12-8/31/12
A	Actual		0.84%		$1,000.00		$1,021.64		$4.28
	Hypothetical (h)		0.84%		$1,000.00		$1,020.97		$4.28
B	Actual		1.59%		$1,000.00		$1,016.88		$8.08
	Hypothetical (h)		1.59%		$1,000.00		$1,017.19		$8.08
C	Actual		1.59%		$1,000.00		$1,016.85		$8.08
	Hypothetical (h)		1.59%		$1,000.00		$1,017.19		$8.08
I	Actual		0.59%		$1,000.00		$1,021.94		$3.01
	Hypothetical (h)		0.59%		$1,000.00		$1,022.23		$3.01
R1	Actual		1.59%		$1,000.00		$1,016.87		$8.08
	Hypothetical (h)		1.59%		$1,000.00		$1,017.19		$8.08
R2	Actual		1.09%		$1,000.00		$1,019.41		$5.55
	Hypothetical (h)		1.09%		$1,000.00		$1,019.71		$5.55
R3	Actual		0.84%		$1,000.00		$1,020.67		$4.28
	Hypothetical (h)		0.84%		$1,000.00		$1,020.97		$4.28
R4	Actual		0.59%		$1,000.00		$1,021.94		$3.01
	Hypothetical (h)		0.59%		$1,000.00		$1,022.23		$3.01
R5	Actual		0.53%		$1,000.00		$1,008.64		$0.89	(i)
	Hypothetical (h)		0.53%		$1,000.00		$1,022.53		$2.70

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

(i) For the period from the class inception, July 2, 2012, through the stated period end.

(p) Expenses paid are 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.

5

PORTFOLIO OF INVESTMENTS

8/31/12 (unaudited)

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

Bonds - 98.8%
Issuer	Shares/Par		Value ($)
Agency - Other - 4.7%
Financing Corp., 10.7%, 2017	$	14,360,000	$	21,115,337
Financing Corp., 9.4%, 2018		11,750,000		16,782,866
Financing Corp., 9.8%, 2018		14,975,000		21,846,189
Financing Corp., 10.35%, 2018		15,165,000		22,885,699
Financing Corp., STRIPS, 0%, 2017		18,780,000		17,576,146
			$	100,206,237
Asset-Backed & Securitized - 1.3%
Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.322%, 2049	$	4,260,000	$	4,802,596
Commercial Mortgage Pass-Through Certificates, “A4”, 5.306%, 2046		9,314,763		10,670,406
JPMorgan Chase Commercial Mortgage Securities Corp., “A3”, FRN, 6.175%, 2051		5,341,614		5,679,546
JPMorgan Chase Commercial Mortgage Securities Corp., “A4”, FRN, 6.003%, 2049		5,431,290		6,178,918
			$	27,331,466
Local Authorities - 1.0%
Nashville & Davidson County, TN, Metropolitan Government Convention Center Authority (Build America Bonds), 6.731%, 2043	$	4,855,000	$	5,865,665
Port Authority NY & NJ (168th Series), 4.926%, 2051		7,130,000		8,346,663
San Francisco, CA, City & County Public Utilities Commission, Water Rev. (Build America Bonds), 6%, 2040		840,000		1,043,003
State of California (Build America Bonds), 7.625%, 2040		1,225,000		1,647,686
University of California Rev. (Build America Bonds), 5.77%, 2043		2,750,000		3,470,555
			$	20,373,572
Mortgage-Backed - 49.0%
Fannie Mae, 4.77%, 2012 - 2014	$	1,762,579	$	1,840,078
Fannie Mae, 4.879%, 2012		611,389		614,966
Fannie Mae, 4.374%, 2013		1,703,941		1,729,186
Fannie Mae, 4.469%, 2013		1,539,540		1,552,742
Fannie Mae, 4.518%, 2013		412,096		413,434
Fannie Mae, 4.543%, 2013		1,901,920		1,913,915
Fannie Mae, 4.845%, 2013		3,401,245		3,444,902
Fannie Mae, 5%, 2013 - 2041		80,538,932		88,009,110
Fannie Mae, 5.06%, 2013 - 2017		3,152,020		3,421,154

6

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Mortgage-Backed - continued
Fannie Mae, 5.328%, 2013	$	1,733,646	$	1,782,082
Fannie Mae, 5.37%, 2013		1,266,560		1,266,022
Fannie Mae, 4.6%, 2014		1,657,277		1,723,590
Fannie Mae, 4.61%, 2014		5,128,953		5,336,093
Fannie Mae, 4.713%, 2014		1,809,472		1,893,033
Fannie Mae, 4.82%, 2014 - 2015		4,812,356		5,170,714
Fannie Mae, 4.839%, 2014		7,424,719		7,834,623
Fannie Mae, 4.92%, 2014		441,930		457,826
Fannie Mae, 4.935%, 2014		718,523		744,755
Fannie Mae, 5.02%, 2014		4,638,076		4,746,211
Fannie Mae, 5.1%, 2014		2,034,265		2,163,318
Fannie Mae, 4.56%, 2015		2,148,442		2,297,445
Fannie Mae, 4.564%, 2015		683,491		719,942
Fannie Mae, 4.62%, 2015		3,069,614		3,278,442
Fannie Mae, 4.665%, 2015		1,452,636		1,559,727
Fannie Mae, 4.7%, 2015		1,973,134		2,113,963
Fannie Mae, 4.74%, 2015		1,653,111		1,783,202
Fannie Mae, 4.78%, 2015		1,792,849		1,945,630
Fannie Mae, 4.79%, 2015		1,858,888		2,020,423
Fannie Mae, 4.81%, 2015		1,724,851		1,872,634
Fannie Mae, 4.815%, 2015		1,907,228		2,061,760
Fannie Mae, 4.85%, 2015		1,329,146		1,427,722
Fannie Mae, 4.87%, 2015		1,266,409		1,370,035
Fannie Mae, 4.89%, 2015		1,173,141		1,263,722
Fannie Mae, 4.925%, 2015		2,554,680		2,788,341
Fannie Mae, 5.27%, 2015 - 2019		1,675,875		1,810,172
Fannie Mae, 5.471%, 2015		5,168,142		5,725,837
Fannie Mae, 5.09%, 2016		600,000		670,253
Fannie Mae, 5.249%, 2016 - 2019		1,999,768		2,243,047
Fannie Mae, 5.324%, 2016		1,107,185		1,244,122
Fannie Mae, 5.35%, 2016		1,756,116		1,972,789
Fannie Mae, 5.445%, 2016		636,394		707,196
Fannie Mae, 5.448%, 2016		1,315,133		1,478,294
Fannie Mae, 5.604%, 2016		4,170,239		4,719,975
Fannie Mae, 5.631%, 2016		690,000		787,429
Fannie Mae, 5.915%, 2016		3,634,707		4,152,142
Fannie Mae, 6.5%, 2016 - 2037		11,802,325		13,485,189
Fannie Mae, 1.963%, 2017		827,387		850,233
Fannie Mae, 3.308%, 2017		4,901,269		5,356,142
Fannie Mae, 5.05%, 2017		2,271,500		2,544,209
Fannie Mae, 5.155%, 2017		4,332,226		4,651,776
Fannie Mae, 5.3%, 2017		740,944		835,290
Fannie Mae, 5.38%, 2017		1,957,221		2,214,731

7

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Mortgage-Backed - continued
Fannie Mae, 5.5%, 2017 - 2038	$	125,949,466	$	138,732,380
Fannie Mae, 5.505%, 2017		1,439,787		1,630,441
Fannie Mae, 6%, 2017 - 2037		29,693,490		33,090,264
Fannie Mae, 2.578%, 2018		9,100,000		9,667,795
Fannie Mae, 3.926%, 2018		1,713,747		1,906,421
Fannie Mae, 4.04%, 2018		1,632,594		1,821,627
Fannie Mae, 4.123%, 2018		1,600,000		1,801,535
Fannie Mae, 4.133%, 2018		1,602,498		1,799,334
Fannie Mae, 4.329%, 2018		899,648		1,016,909
Fannie Mae, 5.332%, 2018		800,396		891,952
Fannie Mae, 5.549%, 2018		1,880,000		2,160,178
Fannie Mae, 5.869%, 2018		1,108,774		1,276,634
Fannie Mae, 2.511%, 2019		1,305,000		1,377,727
Fannie Mae, 4.5%, 2019 - 2041		39,646,040		43,302,870
Fannie Mae, 4.825%, 2019		1,180,000		1,372,076
Fannie Mae, 4.991%, 2019		1,590,410		1,848,553
Fannie Mae, 5.001%, 2019		608,836		704,560
Fannie Mae, 5.038%, 2019		5,239,875		6,106,784
Fannie Mae, 5.104%, 2019		421,505		488,358
Fannie Mae, 5.218%, 2019		726,165		840,426
Fannie Mae, 5.456%, 2019		574,717		667,859
Fannie Mae, 5.652%, 2019		383,234		440,449
Fannie Mae, 5.786%, 2019		1,329,327		1,510,301
Fannie Mae, 3.999%, 2020		1,854,056		2,094,191
Fannie Mae, 4.278%, 2020		1,141,936		1,305,547
Fannie Mae, 4.88%, 2020		904,647		1,019,203
Fannie Mae, 5.19%, 2020		1,983,054		2,296,253
Fannie Mae, 7.5%, 2024 - 2031		397,142		485,868
Fannie Mae, 4.5%, 2025		1,934,824		2,089,829
Fannie Mae, 3%, 2027		4,427,352		4,678,654
Fannie Mae, 3.5%, 2042		12,367,563		13,195,968
Fannie Mae, TBA, 3%, 2027 - 2042		27,635,000		28,806,734
Fannie Mae, TBA, 4%, 2042		19,639,000		20,992,249
Fannie Mae, TBA, 3.5%, 2042		10,610,000		11,225,048
Freddie Mac, 1.655%, 2016		8,873,478		9,160,792
Freddie Mac, 5%, 2016 - 2040		25,492,651		27,629,480
Freddie Mac, 6.5%, 2016 - 2038		3,709,296		4,168,051
Freddie Mac, 3.882%, 2017		5,323,000		5,991,271
Freddie Mac, 6%, 2017 - 2038		25,833,562		28,574,698
Freddie Mac, 2.303%, 2018		2,438,882		2,565,416
Freddie Mac, 2.323%, 2018		4,783,000		5,029,468
Freddie Mac, 2.412%, 2018 (n)		7,000,000		7,411,152
Freddie Mac, 3.154%, 2018		5,293,000		5,783,587

8

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Mortgage-Backed - continued
Freddie Mac, 2.13%, 2019	$	10,400,000	$	10,824,674
Freddie Mac, 4.186%, 2019		2,800,000		3,203,757
Freddie Mac, 5.085%, 2019		6,865,000		8,115,261
Freddie Mac, 2.757%, 2020		7,466,224		7,969,694
Freddie Mac, 3.32%, 2020		7,582,335		8,267,702
Freddie Mac, 4.224%, 2020		4,281,146		4,955,242
Freddie Mac, 4.251%, 2020		3,106,000		3,585,243
Freddie Mac, 5.5%, 2021 - 2038		32,822,599		36,236,680
Freddie Mac, 4.5%, 2022 - 2041		22,456,223		24,190,014
Freddie Mac, 4%, 2025		7,157,489		7,627,910
Freddie Mac, 3.5%, 2041 - 2042		15,823,616		16,879,985
Freddie Mac, TBA, 3%, 2027 - 2042		44,560,000		46,430,273
Freddie Mac, TBA, 2.5%, 2027		9,990,000		10,342,772
Freddie Mac, TBA, 3.5%, 2042		28,620,000		30,279,067
Ginnie Mae, 4.5%, 2033 - 2041		41,039,901		45,502,776
Ginnie Mae, 5.5%, 2033 - 2042		21,198,507		23,769,967
Ginnie Mae, 4%, 2039 - 2040		4,698,760		5,166,197
Ginnie Mae, 3.5%, 2041 - 2042		11,181,269		12,137,625
Ginnie Mae, 5.612%, 2058		10,174,811		10,812,925
Ginnie Mae, 6.357%, 2058		4,606,834		4,937,950
Ginnie Mae, TBA, 3%, 2042		20,000,000		20,918,751
Ginnie Mae, TBA, 3.5%, 2042		33,920,000		36,665,403
			$	1,035,788,328
Municipals - 1.4%
Florida Department of Transportation, (Right of Way), “A”, 5%, 2021	$	3,185,000	$	3,997,876
Garland, TX, Independent School District, N, 5%, 2022		6,295,000		7,815,872
Metropolitan Government of Nashville & Davidson County, TN, General Obligation, 5%, 2022		6,010,000		7,696,406
Omaha, NE, General Obligation, (Omaha Convention Center/Arena Project), 5.25%, 2022		4,175,000		5,418,900
Seattle, WA, General Obligation, 5%, 2021		3,520,000		4,464,170
			$	29,393,224
U.S. Government Agencies and Equivalents - 2.2%
Aid-Egypt, 4.45%, 2015	$	6,204,000	$	6,949,411
FDIC Structured Sale Guarantee Note, 0%, 2012 (n)		1,106,000		1,105,779
Freddie Mac, 2.375%, 2022		11,320,000		11,896,143
Small Business Administration, 6.35%, 2021		875,627		976,512
Small Business Administration, 6.34%, 2021		897,446		1,002,522
Small Business Administration, 6.44%, 2021		940,543		1,054,165
Small Business Administration, 6.625%, 2021		997,015		1,122,498

9

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
U.S. Government Agencies and Equivalents - continued
Small Business Administration, 6.07%, 2022	$	1,066,639	$	1,187,176
Small Business Administration, 4.98%, 2023		1,354,334		1,505,802
Small Business Administration, 4.89%, 2023		3,112,962		3,458,147
Small Business Administration, 4.77%, 2024		2,767,708		3,068,163
Small Business Administration, 5.52%, 2024		1,865,097		2,096,530
Small Business Administration, 4.99%, 2024		2,511,711		2,798,147
Small Business Administration, 4.86%, 2024		1,863,621		2,089,586
Small Business Administration, 4.86%, 2025		2,729,145		3,045,409
Small Business Administration, 5.11%, 2025		2,566,370		2,864,598
U.S. Department of Housing & Urban Development, 6.36%, 2016		486,000		490,267
U.S. Department of Housing & Urban Development, 6.59%, 2016		201,000		202,420
			$	46,913,275
U.S. Treasury Obligations - 39.2%
U.S. Treasury Bonds, 7.5%, 2016	$	3,421,000	$	4,418,434
U.S. Treasury Bonds, 6.25%, 2023		1,445,000		2,113,990
U.S. Treasury Bonds, 6%, 2026		5,933,000		8,784,548
U.S. Treasury Bonds, 6.75%, 2026		6,811,000		10,787,984
U.S. Treasury Bonds, 6.375%, 2027		2,309,000		3,592,661
U.S. Treasury Bonds, 5.25%, 2029		2,438,000		3,475,674
U.S. Treasury Bonds, 6.25%, 2030		3,166,000		5,046,800
U.S. Treasury Bonds, 4.5%, 2036		2,662,000		3,632,382
U.S. Treasury Bonds, 5%, 2037		4,133,000		6,059,367
U.S. Treasury Bonds, 4.375%, 2038		3,297,000		4,448,375
U.S. Treasury Bonds, 4.5%, 2039		62,458,300		86,241,234
U.S. Treasury Notes, 1.375%, 2013		16,769,000		16,843,672
U.S. Treasury Notes, 3.625%, 2013		5,523,000		5,655,248
U.S. Treasury Notes, 3.375%, 2013		2,594,000		2,668,780
U.S. Treasury Notes, 3.125%, 2013		48,289,000		49,799,915
U.S. Treasury Notes, 4%, 2014		2,232,000		2,353,974
U.S. Treasury Notes, 1.875%, 2014		222,621,000		228,099,480
U.S. Treasury Notes, 1.875%, 2014		16,258,000		16,701,291
U.S. Treasury Notes, 2.625%, 2014		16,750,000		17,478,893
U.S. Treasury Notes, 4%, 2015		13,740,000		14,990,560
U.S. Treasury Notes, 2.125%, 2015		161,986,000		170,135,840
U.S. Treasury Notes, 2.625%, 2016		4,787,000		5,176,691
U.S. Treasury Notes, 0.875%, 2016		58,167,000		59,116,751
U.S. Treasury Notes, 4.75%, 2017		11,447,000		13,762,339
U.S. Treasury Notes, 2.625%, 2018		2,713,000		2,997,230
U.S. Treasury Notes, 2.75%, 2019		1,746,600		1,950,734
U.S. Treasury Notes, 3.125%, 2019		12,026,000		13,747,221

10

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
U.S. Treasury Obligations - continued
U.S. Treasury Notes, 3.5%, 2020		$32,526,000	$	38,225,661
U.S. Treasury Notes, 2.625%, 2020		1,329,000		1,473,840
U.S. Treasury Notes, 3.125%, 2021		5,529,000		6,351,007
U.S. Treasury Notes, 1.75%, 2022		20,784,000		21,206,165
			$	827,336,741
Total Bonds (Identified Cost, $1,964,196,795)			$	2,087,342,843
Money Market Funds - 10.5%
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value (v)		222,166,711	$	222,166,711
Total Investments (Identified Cost, $2,186,363,506)			$	2,309,509,554
Other Assets, Less Liabilities - (9.3)%				(197,117,554	)
Net Assets - 100.0%			$	2,112,392,000

(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 $8,516,931, representing 0.4% of net assets.

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

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

FRN Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end.

STRIPS Separate Trading of Registered Interest and Principal of Securities

TBA To Be Announced

See Notes to Financial Statements

11

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/12 (unaudited)

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, $1,964,196,795)	$2,087,342,843
Underlying affiliated funds, at cost and value	222,166,711
Total investments, at value (identified cost, $2,186,363,506)	$2,309,509,554
Receivables for
Fund shares sold	3,204,868
Interest and dividends	8,863,260
Other assets	4,111
Total assets	$2,321,581,793
Liabilities
Payable to custodian	$3,301
Payables for
Distributions	702,295
Investments purchased	20,368,914
TBA purchase commitments	183,924,998
Fund shares reacquired	3,294,557
Payable to affiliates
Investment adviser	47,667
Shareholder servicing costs	674,530
Distribution and service fees	28,631
Payable for independent Trustees’ compensation	70,816
Accrued expenses and other liabilities	74,084
Total liabilities	$209,189,793
Net assets	$2,112,392,000
Net assets consist of
Paid-in capital	$2,009,983,154
Unrealized appreciation (depreciation) on investments	123,146,048
Accumulated distributions in excess of net realized gain on investments	(15,305,172	)
Accumulated distributions in excess of net investment income	(5,432,030	)
Net assets	$2,112,392,000
Shares of beneficial interest outstanding	199,774,141

12

Statement of Assets and Liabilities (unaudited) – continued

	Net assets		Shares outstanding		Net asset value per share (a)
Class A		$967,304,018		91,460,440		$10.58
Class B		47,922,510		4,537,110		10.56
Class C		111,115,914		10,485,103		10.60
Class I		44,317,285		4,186,982		10.58
Class R1		7,369,556		697,531		10.57
Class R2		177,510,082		16,801,520		10.57
Class R3		113,938,659		10,775,557		10.57
Class R4		43,715,762		4,131,506		10.58
Class R5		599,198,214		56,698,392		10.57

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $11.11 [100 / 95.25 x $10.58]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R5.

See Notes to Financial Statements

13

Financial Statements

STATEMENT OF OPERATIONS

Six months ended 8/31/12 (unaudited)

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
Interest	$29,323,479
Dividends from underlying affiliated funds	77,705
Total investment income	$29,401,184
Expenses
Management fee	$4,181,209
Distribution and service fees	2,649,515
Shareholder servicing costs	1,465,103
Administrative services fee	155,857
Independent Trustees’ compensation	22,595
Custodian fee	112,513
Shareholder communications	63,207
Audit and tax fees	26,649
Legal fees	14,031
Miscellaneous	126,258
Total expenses	$8,816,937
Fees paid indirectly	(13	)
Reduction of expenses by investment adviser	(5,093	)
Net expenses	$8,811,831
Net investment income	$20,589,353
Realized and unrealized gain (loss) on investments
Realized gain (loss) (identified cost basis)
Investments	$7,311,591
Futures contracts	358,708
Net realized gain (loss) on investments	$7,670,299
Change in unrealized appreciation (depreciation)
Investments	$15,325,898
Futures contracts	5,908
Net unrealized gain (loss) on investments	$15,331,806
Net realized and unrealized gain (loss) on investments	$23,002,105
Change in net assets from operations	$43,591,458

See Notes to Financial Statements

14

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.

Change in net assets	Six months ended 8/31/12 (unaudited)			Year ended 2/29/12
From operations
Net investment income		$20,589,353			$44,036,877
Net realized gain (loss) on investments		7,670,299			33,675,568
Net unrealized gain (loss) on investments		15,331,806			47,813,743
Change in net assets from operations		$43,591,458			$125,526,188
Distributions declared to shareholders
From net investment income		$(27,247,573	)		$(52,285,367	)
From net realized gain on investments		(9,521,417	)		—
Total distributions declared to shareholders		$(36,768,990	)		$(52,285,367	)
Change in net assets from fund share transactions		$65,861,292			$222,403,035
Total change in net assets		$72,683,760			$295,643,856
Net assets
At beginning of period		2,039,708,240			1,744,064,384
At end of period (including accumulated distributions in excess of net investment income of $5,432,030 and undistributed net investment income of $1,226,190, respectively)		$2,112,392,000			$2,039,708,240

See Notes to Financial Statements

15

Financial Statements

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal 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.

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class A				2012			2011			2010			2009			2008
Net asset value, beginning of period		$10.54			$10.13			$10.15			$9.92			$9.78			$9.48
Income (loss) from investment operations
Net investment income (d)		$0.11			$0.25			$0.30			$0.35			$0.39			$0.41
Net realized and unrealized gain (loss) on investments		0.09			0.46			(0.00	)(w)		0.27			0.17			0.33
Total from investment operations		$0.20			$0.71			$0.30			$0.62			$0.56			$0.74
Less distributions declared to shareholders
From net investment income		$(0.11	)		$(0.30	)		$(0.32	)		$(0.39	)		$(0.42	)		$(0.44	)
From net realized gain on investments		(0.05	)		—			—			—			—			—
Total distributions declared to shareholders		$(0.16	)		$(0.30	)		$(0.32	)		$(0.39	)		$(0.42	)		$(0.44	)
Net asset value, end of period (x)		$10.58			$10.54			$10.13			$10.15			$9.92			$9.78
Total return (%) (r)(s)(t)(x)		2.16	(n)		7.04			2.96			6.31			5.95			8.02
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.84	(a)		0.86			0.87			0.88			0.91			0.84
Expenses after expense reductions (f)		0.84	(a)		0.86			0.87			0.88			0.80			0.73
Net investment income		2.05	(a)		2.39			2.88			3.49			3.98			4.35
Portfolio turnover		23	(n)		49			34			32			57			55
Net assets at end of period (000 omitted)		$967,304			$981,980			$915,576			$923,918			$888,523			$740,620

See Notes to Financial Statements

16

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class B				2012			2011			2010			2009			2008
Net asset value, beginning of period		$10.53			$10.11			$10.14			$9.91			$9.77			$9.47
Income (loss) from investment operations
Net investment income (d)		$0.07			$0.17			$0.22			$0.28			$0.32			$0.34
Net realized and unrealized gain (loss) on investments		0.09			0.47			(0.01	)		0.26			0.17			0.33
Total from investment operations		$0.16			$0.64			$0.21			$0.54			$0.49			$0.67
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.22	)		$(0.24	)		$(0.31	)		$(0.35	)		$(0.37	)
From net realized gain on investments		(0.05	)		—			—			—			—			—
Total distributions declared to shareholders		$(0.13	)		$(0.22	)		$(0.24	)		$(0.31	)		$(0.35	)		$(0.37	)
Net asset value, end of period (x)		$10.56			$10.53			$10.11			$10.14			$9.91			$9.77
Total return (%) (r)(s)(t)(x)		1.69	(n)		6.35			2.09			5.52			5.16			7.22
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.59	(a)		1.61			1.62			1.63			1.66			1.59
Expenses after expense reductions (f)		1.59	(a)		1.61			1.62			1.63			1.55			1.49
Net investment income		1.30	(a)		1.66			2.15			2.75			3.25			3.61
Portfolio turnover		23	(n)		49			34			32			57			55
Net assets at end of period (000 omitted)		$47,923			$46,645			$53,577			$74,842			$102,852			$94,206

See Notes to Financial Statements

17

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class C				2012			2011			2010			2009			2008
Net asset value, beginning of period		$10.57			$10.15			$10.17			$9.95			$9.81			$9.51
Income (loss) from investment operations
Net investment income (d)		$0.07			$0.17			$0.22			$0.27			$0.31			$0.34
Net realized and unrealized gain (loss) on investments		0.09			0.47			(0.00	)(w)		0.26			0.18			0.33
Total from investment operations		$0.16			$0.64			$0.22			$0.53			$0.49			$0.67
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.22	)		$(0.24	)		$(0.31	)		$(0.35	)		$(0.37	)
From net realized gain on investments		(0.05	)		—			—			—			—			—
Total distributions declared to shareholders		$(0.13	)		$(0.22	)		$(0.24	)		$(0.31	)		$(0.35	)		$(0.37	)
Net asset value, end of period (x)		$10.60			$10.57			$10.15			$10.17			$9.95			$9.81
Total return (%) (r)(s)(t)(x)		1.68	(n)		6.33			2.19			5.40			5.16			7.21
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.59	(a)		1.61			1.62			1.62			1.66			1.59
Expenses after expense reductions (f)		1.59	(a)		1.61			1.62			1.62			1.55			1.49
Net investment income		1.29	(a)		1.64			2.12			2.71			3.21			3.59
Portfolio turnover		23	(n)		49			34			32			57			55
Net assets at end of period (000 omitted)		$111,116			$112,961			$111,328			$116,622			$92,046			$35,316

See Notes to Financial Statements

18

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class I				2012			2011			2010			2009			2008
Net asset value, beginning of period		$10.54			$10.12			$10.15			$9.92			$9.78			$9.48
Income (loss) from investment operations
Net investment income (d)		$0.13			$0.27			$0.32			$0.38			$0.41			$0.44
Net realized and unrealized gain (loss) on investments		0.09			0.47			(0.00	)(w)		0.26			0.18			0.32
Total from investment operations		$0.22			$0.74			$0.32			$0.64			$0.59			$0.76
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.32	)		$(0.35	)		$(0.41	)		$(0.45	)		$(0.46	)
From net realized gain on investments		(0.05	)		—			—			—			—			—
Total distributions declared to shareholders		$(0.18	)		$(0.32	)		$(0.35	)		$(0.41	)		$(0.45	)		$(0.46	)
Net asset value, end of period (x)		$10.58			$10.54			$10.12			$10.15			$9.92			$9.78
Total return (%) (r)(s)(x)		2.29	(n)		7.41			3.11			6.57			6.21			8.28
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.59	(a)		0.61			0.62			0.63			0.66			0.59
Expenses after expense reductions (f)		0.59	(a)		0.60			0.62			0.63			0.55			0.48
Net investment income		2.37	(a)		2.64			3.13			3.73			4.26			4.61
Portfolio turnover		23	(n)		49			34			32			57			55
Net assets at end of period (000 omitted)		$44,317			$562,634			$434,682			$318,667			$286,371			$449,109

See Notes to Financial Statements

19

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class R1				2012			2011			2010			2009			2008
Net asset value, beginning of period		$10.53			$10.11			$10.14			$9.91			$9.77			$9.48
Income (loss) from investment operations
Net investment income (d)		$0.07			$0.17			$0.22			$0.28			$0.32			$0.33
Net realized and unrealized gain (loss) on investments		0.10			0.47			(0.01	)		0.26			0.17			0.32
Total from investment operations		$0.17			$0.64			$0.21			$0.54			$0.49			$0.65
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.22	)		$(0.24	)		$(0.31	)		$(0.35	)		$(0.36	)
From net realized gain on investments		(0.05	)		—			—			—			—			—
Total distributions declared to shareholders		$(0.13	)		$(0.22	)		$(0.24	)		$(0.31	)		$(0.35	)		$(0.36	)
Net asset value, end of period (x)		$10.57			$10.53			$10.11			$10.14			$9.91			$9.77
Total return (%) (r)(s)(x)		1.78	(n)		6.35			2.09			5.52			5.16			7.00
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.59	(a)		1.61			1.62			1.63			1.66			1.68
Expenses after expense reductions (f)		1.59	(a)		1.61			1.62			1.63			1.55			1.58
Net investment income		1.31	(a)		1.64			2.14			2.74			3.24			3.45
Portfolio turnover		23	(n)		49			34			32			57			55
Net assets at end of period (000 omitted)		$7,370			$7,902			$7,219			$6,246			$5,713			$3,832

See Notes to Financial Statements

20

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class R2				2012			2011			2010			2009			2008
Net asset value, beginning of period		$10.53			$10.11			$10.14			$9.91			$9.77			$9.48
Income (loss) from investment operations
Net investment income (d)		$0.10			$0.22			$0.27			$0.32			$0.36			$0.37
Net realized and unrealized gain (loss) on investments		0.09			0.47			(0.01	)		0.27			0.18			0.32
Total from investment operations		$0.19			$0.69			$0.26			$0.59			$0.54			$0.69
Less distributions declared to shareholders
From net investment income		$(0.10	)		$(0.27	)		$(0.29	)		$(0.36	)		$(0.40	)		$(0.40	)
From net realized gain on investments		(0.05	)		—			—			—			—			—
Total distributions declared to shareholders		$(0.15	)		$(0.27	)		$(0.29	)		$(0.36	)		$(0.40	)		$(0.40	)
Net asset value, end of period (x)		$10.57			$10.53			$10.11			$10.14			$9.91			$9.77
Total return (%) (r)(s)(x)		2.04	(n)		6.88			2.60			6.04			5.69			7.51
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.09	(a)		1.11			1.12			1.13			1.16			1.19
Expenses after expense reductions (f)		1.09	(a)		1.11			1.12			1.12			1.05			1.09
Net investment income		1.80	(a)		2.13			2.62			3.22			3.74			3.95
Portfolio turnover		23	(n)		49			34			32			57			55
Net assets at end of period (000 omitted)		$177,510			$168,809			$123,672			$73,052			$35,616			$13,863

See Notes to Financial Statements

21

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class R3				2012			2011			2010			2009			2008
Net asset value, beginning of period		$10.54			$10.12			$10.15			$9.92			$9.78			$9.48
Income (loss) from investment operations
Net investment income (d)		$0.11			$0.25			$0.29			$0.35			$0.39			$0.40
Net realized and unrealized gain (loss) on investments		0.08			0.46			(0.00	)(w)		0.27			0.17			0.33
Total from investment operations		$0.19			$0.71			$0.29			$0.62			$0.56			$0.73
Less distributions declared to shareholders
From net investment income		$(0.11	)		$(0.29	)		$(0.32	)		$(0.39	)		$(0.42	)		$(0.43	)
From net realized gain on investments		(0.05	)		—			—			—			—			—
Total distributions declared to shareholders		$(0.16	)		$(0.29	)		$(0.32	)		$(0.39	)		$(0.42	)		$(0.43	)
Net asset value, end of period (x)		$10.57			$10.54			$10.12			$10.15			$9.92			$9.78
Total return (%) (r)(s)(x)		2.07	(n)		7.14			2.86			6.31			5.95			7.88
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.84	(a)		0.86			0.87			0.88			0.91			0.95
Expenses after expense reductions (f)		0.84	(a)		0.86			0.87			0.87			0.80			0.85
Net investment income		2.05	(a)		2.36			2.87			3.47			3.98			4.21
Portfolio turnover		23	(n)		49			34			32			57			55
Net assets at end of period (000 omitted)		$113,939			$107,150			$70,988			$46,780			$25,009			$15,317

See Notes to Financial Statements

22

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class R4				2012			2011			2010			2009			2008
Net asset value, beginning of period		$10.55			$10.13			$10.15			$9.93			$9.78			$9.51
Income (loss) from investment operations
Net investment income (d)		$0.12			$0.27			$0.32			$0.37			$0.41			$0.43
Net realized and unrealized gain (loss) on investments		0.09			0.47			0.01	(g)		0.26			0.19			0.29
Total from investment operations		$0.21			$0.74			$0.33			$0.63			$0.60			$0.72
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.32	)		$(0.35	)		$(0.41	)		$(0.45	)		$(0.45	)
From net realized gain on investments		(0.05	)		—			—			—			—			—
Total distributions declared to shareholders		$(0.18	)		$(0.32	)		$(0.35	)		$(0.41	)		$(0.45	)		$(0.45	)
Net asset value, end of period (x)		$10.58			$10.55			$10.13			$10.15			$9.93			$9.78
Total return (%) (r)(s)(x)		2.19	(n)		7.40			3.22			6.46			6.32			7.85
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.59	(a)		0.60			0.63			0.63			0.66			0.65
Expenses after expense reductions (f)		0.59	(a)		0.60			0.63			0.62			0.55			0.55
Net investment income		2.32	(a)		2.61			3.10			3.71			4.23			4.47
Portfolio turnover		23	(n)		49			34			32			57			55
Net assets at end of period (000 omitted)		$43,716			$51,626			$27,022			$11,337			$4,361			$3,772

See Notes to Financial Statements

23

Financial Highlights – continued

Class R5	Period ended 8/31/12 (i)
	(unaudited)
Net asset value, beginning of period		$10.53
Income (loss) from investment operations
Net investment income (d)		$0.02
Net realized and unrealized gain (loss) on investments and foreign currency		0.07
Total from investment operations		$0.09
Less distributions declared to shareholders
From net investment income		$(0.05	)
Net asset value, end of period (x)		$10.57
Total return (%) (r)(s)(x)		0.86	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.53	(a)
Expenses after expense reductions (f)		0.53	(a)
Net investment income		1.15	(a)
Portfolio turnover		23	(n)
Net assets at end of period (000 omitted)		$599,198

(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, July 2, 2012 (Class R5), through the stated period end.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

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

(t) Total returns do not include any applicable sales charges.

(w) Per share amount was less than $0.01.

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

See Notes to Financial Statements

24

NOTES TO FINANCIAL STATEMENTS

(unaudited)

(1) Business and Organization

MFS Government Securities Fund (the fund) is a series of MFS Series Trust XIII (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. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. The value of these securities may depend, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due and may fall if an issuer or borrower defaults on its obligation to pay principal or interest or if the instrument’s credit rating is downgraded by a credit rating agency. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.

In this reporting period the fund adopted FASB Accounting Standards Update 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 seeks to improve the comparability of fair value measurements as presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards (IFRS) by providing common requirements for fair value measurement and disclosure.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-11, Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). Effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, ASU 2011-11 is intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. Although still evaluating the potential impacts of ASU 2011-11 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.

Investment Valuations – 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. Open-end investment companies

25

Notes to Financial Statements (unaudited) – continued

are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.

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

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

26

Notes to Financial Statements (unaudited) – continued

the fair value of investments. The following is a summary of the levels used as of August 31, 2012 in valuing the fund’s assets or liabilities:

Investments at Value	Level 1		Level 2		Level 3		Total
U.S. Treasury Bonds & U.S. Government Agency & Equivalents		$—		$974,456,253		$—		$974,456,253
Municipal Bonds		—		29,393,224		—		29,393,224
Corporate Bonds		—		20,373,572		—		20,373,572
Residential Mortgage-Backed Securities		—		1,035,788,328		—		1,035,788,328
Commercial Mortgage-Backed Securities		—		27,331,466		—		27,331,466
Mutual Funds		222,166,711		—		—		222,166,711
Total Investments		$222,166,711		$2,087,342,843		$—		$2,309,509,554

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

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

The derivative instruments used by the fund were future contracts. At August 31, 2012, the fund did not have any outstanding derivative instruments.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the six months ended August 31, 2012 as reported in the Statement of Operations:

Risk	Futures Contracts
Interest Rate		$358,708

The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the six months ended August 31, 2012 as reported in the Statement of Operations:

Risk	Futures Contracts
Interest Rate		$5,908

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 whenever possible 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

27

Notes to Financial Statements (unaudited) – continued

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 amounts of assets and liabilities in the Statement of 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., forward foreign currency exchange contracts, 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, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities collateral pledged for the same purpose, if any, is noted in the Portfolio of Investments.

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

Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a 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.

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

28

Notes to Financial Statements (unaudited) – continued

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 generally 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

The fund purchased or sold debt securities on a when-issued or delayed delivery basis, or in a “To Be Announced” (TBA) or “forward commitment” transaction with delivery or payment to occur at a later date beyond the normal settlement period. TBA securities resulting from these transactions are included in the Portfolio of Investments. At the time a fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the security acquired is reflected in the fund’s net asset value. The price of such security and the date that the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. No interest accrues to the fund until payment takes place. At the time that a fund enters into this type of transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to declines in the value of the securities prior to settlement date.

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 six months ended August 31, 2012, 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, when

29

Notes to Financial Statements (unaudited) – continued

filed, will remain subject to examination by the Internal Revenue Service for a three year period.

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

The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:

	2/29/12
Ordinary income (including any short-term capital gains)		$52,285,367

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

As of 8/31/12
Cost of investments	$2,211,750,742
Gross appreciation	101,528,307
Gross depreciation	(3,769,495	)
Net unrealized appreciation (depreciation)	$97,758,812
As of 2/29/12
Undistributed ordinary income	7,125,072
Undistributed long-term capital gain	8,070,281
Other temporary differences	(5,402,987	)
Net unrealized appreciation (depreciation)	85,794,012

The aggregate cost above includes prior fiscal year end tax adjustments, if applicable.

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 and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A

30

Notes to Financial Statements (unaudited) – continued

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
	Six months ended 8/31/12		Year ended 2/29/12		Six months ended 8/31/12		Year ended 2/29/12
Class A		$12,741,013		$26,706,371		$4,419,398		$—
Class B		440,438		1,008,331		216,076		—
Class C		1,058,125		2,234,815		520,156		—
Class I		6,227,318		14,786,741		2,769,801		—
Class R1		71,189		151,598		33,904		—
Class R2		2,076,840		3,778,589		801,446		—
Class R3		1,461,038		2,448,948		516,221		—
Class R4		702,623		1,169,974		244,415		—
Class R5 (i)		2,468,989		—		—		—
Total		$27,247,573		$52,285,367		$9,521,417		$—

(i) For the period from the class’ inception, July 2, 2012, through the stated period end.

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.40% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $177,956 for the six months ended August 31, 2012, 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%		$1,223,256
Class B		0.75%		0.25%		1.00%		1.00%		237,173
Class C		0.75%		0.25%		1.00%		1.00%		569,619
Class R1		0.75%		0.25%		1.00%		1.00%		38,297
Class R2		0.25%		0.25%		0.50%		0.50%		440,912
Class R3		—		0.25%		0.25%		0.25%		140,258
Total Distribution and Service Fees										$2,649,515

31

Notes to Financial Statements (unaudited) – continued

(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.

(e) The annual effective rates represent actual fees incurred under the distribution plan for the six months ended August 31, 2012 based on each class’ average daily net assets.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. 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 six months ended August 31, 2012, were as follows:

	Amount
Class A		$6,925
Class B		40,939
Class C		10,826

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 six months ended August 31, 2012, the fee was $325,678, which equated to 0.0311% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R5 shares do not incur sub-accounting fees. For the six months ended August 31, 2012, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $894,567.

Under a Special Servicing Agreement among MFS, each MFS fund which invests in other MFS funds (“MFS fund-of-funds”) and certain underlying funds in which a MFS fund-of-funds invests (“underlying funds”), each underlying fund may pay a portion of each MFS fund-of-fund’s transfer agent-related expenses, including sub-accounting fees payable to financial intermediaries, to the extent such payments do not exceed the benefits realized or expected to be realized by the underlying fund from the investment in the underlying fund by the MFS fund-of-fund. For the six months ended August 31, 2012, these costs for the fund amounted to $244,858 and are reflected in the “Shareholder servicing costs” on the Statement of Operations.

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 six months ended August 31, 2012 was equivalent to an annual effective rate of 0.0149% of the fund’s average daily net assets.

32

Notes to Financial Statements (unaudited) – continued

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 $1,481 and the Retirement Deferral plan resulted in an expense of $615. Both amounts are included in independent Trustees’ compensation for the six months ended August 31, 2012. The liability for deferred retirement benefits payable to certain independent Trustees under both plans amounted to $70,753 at August 31, 2012, 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 six months ended August 31, 2012, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $10,218 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 $5,093, 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 invests in the MFS Institutional Money Market Portfolio which is managed by MFS and 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 affiliated funds” on the Statement of Operations. This money market fund does not pay a management fee to MFS.

33

Notes to Financial Statements (unaudited) – continued

(4) Portfolio Securities

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

	Purchases		Sales
U.S. Government securities		$737,151,753		$421,625,925
Investments (non-U.S. Government securities)		$69,973,034		$30,986,476

(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:

	Six months ended 8/31/12						Year ended 2/29/12
	Shares			Amount			Shares			Amount
Shares sold
Class A		10,594,139			$111,658,858			25,550,792			$266,477,303
Class B		729,625			7,679,154			1,140,672			11,895,317
Class C		1,637,200			17,287,444			3,801,616			39,819,353
Class I		6,197,678			65,355,563			14,668,623			152,989,083
Class R1		99,390			1,046,215			315,425			3,287,027
Class R2		2,671,993			28,094,189			7,049,493			73,270,147
Class R3		2,154,902			22,686,216			5,732,513			59,767,495
Class R4		1,378,359			14,522,356			3,870,673			40,296,186
Class R5 (i)		56,553,248			597,148,683			—			—
		82,016,534			$865,478,678			62,129,807			$647,801,911
Shares issued to shareholders in reinvestment of distributions
Class A		1,190,718			$12,568,189			1,849,457			$19,243,720
Class B		54,238			571,692			80,675			837,638
Class C		108,080			1,143,299			139,019			1,449,343
Class I		784,341			8,268,749			1,366,817			14,226,652
Class R1		9,931			104,720			14,495			150,646
Class R2		254,362			2,682,139			329,937			3,433,554
Class R3		187,307			1,976,602			234,603			2,444,983
Class R4		74,750			788,903			100,109			1,044,017
Class R5 (i)		233,409			2,468,989			—			—
		2,897,136			$30,573,282			4,115,112			$42,830,553
Shares reacquired
Class A		(13,448,653	)		$(141,957,439	)		(24,703,093	)		$(256,721,654	)
Class B		(675,857	)		(7,115,856	)		(2,090,450	)		(21,594,046	)
Class C		(1,950,786	)		(20,613,380	)		(4,221,833	)		(43,755,041	)
Class I		(56,159,717	)		(593,550,307	)		(5,608,475	)		(58,567,892	)
Class R1		(161,911	)		(1,706,320	)		(293,501	)		(3,037,095	)
Class R2		(2,150,391	)		(22,656,068	)		(3,581,347	)		(37,219,533	)
Class R3		(1,730,394	)		(18,249,180	)		(2,815,966	)		(29,235,485	)
Class R4		(2,216,268	)		(23,356,467	)		(1,743,740	)		(18,098,683	)
Class R5 (i)		(88,265	)		(985,651	)		—			—
		(78,582,242	)		$(830,190,668	)		(45,058,405	)		$(468,229,429	)

34

Notes to Financial Statements (unaudited) – continued

	Six months ended 8/31/12						Year ended 2/29/12
	Shares			Amount			Shares			Amount
Net change
Class A		(1,663,796	)		$(17,730,392	)		2,697,156			$28,999,369
Class B		108,006			1,134,990			(869,103	)		(8,861,091	)
Class C		(205,506	)		(2,182,637	)		(281,198	)		(2,486,345	)
Class I		(49,177,698	)		(519,925,995	)		10,426,965			108,647,843
Class R1		(52,590	)		(555,385	)		36,419			400,578
Class R2		775,964			8,120,260			3,798,083			39,484,168
Class R3		611,815			6,413,638			3,151,150			32,976,993
Class R4		(763,159	)		(8,045,208	)		2,227,042			23,241,520
Class R5 (i)		56,698,392			598,632,021			—			—
		6,331,428			$65,861,292			21,186,514			$222,403,035

(i) For the period from the class’ inception, July 2, 2012, through the stated period end.

The fund is one of several mutual funds in which the MFS funds-of-funds may invest. The MFS funds-of-funds do not invest in the underlying MFS funds for the purpose of exercising management or control. At the end of the period, the MFS Moderate Allocation Fund and the MFS Conservative Allocation Fund were the owners of record of approximately 17% and 9%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime Retirement Income Fund, the MFS Lifetime 2010 Fund, and the MFS Lifetime 2020 Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.1 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 six months ended August 31, 2012, the fund’s commitment fee and interest expense were $6,921 and $0, respectively, and are included in “Miscellaneous” expense on the Statement of Operations.

35

Notes to Financial Statements (unaudited) – continued

(7) Transactions in Underlying Affiliated 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 an affiliated issuer:

Underlying Affiliated Fund	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Institutional Money Market Portfolio		116,572,471		461,210,075		(355,615,835	)		222,166,711
Underlying Affiliated Fund	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income			Ending Value
MFS Institutional Money Market Portfolio		$—		$—		$77,705			$222,166,711

36

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, 2012 (“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, 2011 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, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to

37

Board Review of Investment Advisory Agreement – continued

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. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2011, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 3rd quintile for the one-year period and the 2nd quintile for the five-year period ended December 31, 2011 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

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

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

38

Board Review of Investment Advisory Agreement – continued

The Trustees also considered the advisory fees charged by MFS to institutional accounts, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund 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 not subject to any breakpoints. Taking into account that the Fund’s effective advisory fee rate was approximately at the Lipper expense group median described above, the Trustees determined not to recommend any advisory fee breakpoints for the Fund at this time.

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

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

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

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

The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other

39

Board Review of Investment Advisory Agreement – continued

factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2012.

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).

40

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. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available 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.

PROVISION OF FINANCIAL REPORTS AND SUMMARY PROSPECTUSES

The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.

41

Save paper with eDelivery.

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

SEMIANNUAL REPORT

August 31, 2012

MFS® GLOBAL REAL ESTATE FUND

GRE-SEM

MFS® GLOBAL REAL ESTATE FUND

CONTENTS

Letter from the Chairman and CEO	1
Portfolio composition	2
Expense table	3
Portfolio of investments	5
Statement of assets and liabilities	7
Statement of operations	8
Statements of changes in net assets	9
Financial highlights	10
Notes to financial statements	13
Board review of investment advisory agreement	22
Proxy voting policies and information	26
Quarterly portfolio disclosure	26
Further information	26
Provision of financial reports and summary prospectuses	26
Contact information    back cover

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

NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE

LETTER FROM THE CHAIRMAN AND CEO

Dear Shareholders:

World financial markets continue to face a number of major economic and political challenges. While the European debt crisis has deepened and spread, there appears to be scope for improvement given the European Central Bank’s willingness to backstop troubled sovereigns. Economic activity in China, until recently the world’s growth engine, appears to be bottoming. Even the relatively strong and stable US

economy has been affected by uncertainty over the presidential election and the threat of a “fiscal cliff” at year- end. At the same time, global consumer and producer confidence has fallen sharply. And a search for safe havens by nervous investors has driven down yields on highly rated government bonds, including those issued by Germany and the United States, to multi-decade lows.

But there is also good news: Global economic data have modestly improved, performing slightly better than expected. However, the improvement is too short-lived to be called a trend. Equity markets have been largely range bound since the

Fed extended its quantitative easing program, leaving little expectation that the bank will add further money to the system. It is hard to know how much of the recent gain in financial markets has been the result of actual economic improvements versus expectations that renewed central bank action will soon lead to an economic rebound.

Through all this uncertainty, managing risk remains a top priority for investors and their advisors. At MFS®, our emphasis on global research is designed to keep our investment process functioning smoothly at all times. Close collaboration among colleagues around the world is vital in periods of uncertainty and heightened volatility. We share ideas and evaluate opportunities across continents and across all investment disciplines and types of investments. We employ this uniquely collaborative approach to build better insights — and better results — for our clients.

Like our investors, we are mindful of the many economic challenges we face at the local, national and international levels. In times like these, it is more important than ever to maintain a long-term view, adhere to time-tested investing principles such as asset allocation and diversification and work closely with investment advisors to research and identify the most suitable opportunities.

Respectfully,

Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management®

October 17, 2012

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

1

PORTFOLIO COMPOSITION

Portfolio Structure

Top ten holdings
Simon Property Group, Inc., REIT	5.4%
Public Storage, Inc., REIT	3.7%
Westfield Group, REIT	3.3%
Mitsui Fudosan Co. Ltd.	3.3%
Link, REIT	3.0%
Mitsubishi Estate Co. Ltd.	2.7%
Stockland, IEU	2.7%
Unibail-Rodamco	2.5%
Primaris Retail, REIT	2.5%
Vornado Realty Trust, REIT	2.5%
Equity industry
Real Estate	95.8%

Issuer country weightings (x)
United States	51.6%
Japan	9.9%
Australia	8.7%
Hong Kong	8.4%
United Kingdom	6.7%
Singapore	2.9%
France	2.5%
Canada	2.5%
Austria	2.4%
Other Countries	4.4%
Currency exposure weightings (y)
United States Dollar	51.6%
Japanese Yen	9.9%
Australian Dollar	8.7%
Hong Kong Dollar	8.4%
Euro	8.3%
British Pound Sterling	6.7%
Singapore Dollar	2.9%
Canadian Dollar	2.5%
Brazilian Real	1.0%

(x) Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets.

(y) Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets.

Percentages are based on net assets as of 8/31/12.

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

2

EXPENSE TABLE

Fund expenses borne by the shareholders during the period,

March 1, 2012 through August 31, 2012

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2012 through August 31, 2012.

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.

3

Expense Table – continued

Share Class		Annualized Expense Ratio	Beginning Account Value 3/01/12	Ending Account Value 8/31/12	Expenses Paid During Period (p) 3/01/12-8/31/12
A	Actual	1.23%	$1,000.00	$1,068.76		$6.41
	Hypothetical (h)	1.23%	$1,000.00	$1,019.00		$6.26
I	Actual	0.98%	$1,000.00	$1,069.90		$5.11
	Hypothetical (h)	0.98%	$1,000.00	$1,020.27		$4.99
R5	Actual	0.98%	$1,000.00	$1,034.93		$1.67	(i)
	Hypothetical (h)	0.98%	$1,000.00	$1,020.27		$4.99

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

(i) For the period from the class inception, July 2, 2012, through the stated period end.

(p) Expenses paid are 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.

4

PORTFOLIO OF INVESTMENTS

8/31/12 (unaudited)

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 - 95.8%
Issuer	Shares/Par		Value ($)
Real Estate - 95.8%
Advance Residence Investment Corp., REIT		1,163	$	2,346,599
Alexandria Real Estate Equities, Inc., REIT		54,328		4,014,839
Ascendas India Trust		2,941,000		1,840,337
Atrium European Real Estate Ltd.		1,266,340		6,211,929
AvalonBay Communities, Inc., REIT		40,550		5,738,636
Beni Stabili S.p.A.		3,711,173		1,640,771
Big Yellow Group PLC, REIT		1,196,210		5,766,588
BioMed Realty Trust, Inc., REIT		269,723		4,997,967
Boston Properties, Inc., REIT		49,303		5,528,345
BR Malls Participacoes S.A.		203,471		2,535,995
British Land Co. PLC, REIT		685,276		5,870,387
CFS Retail Property Trust Group, REIT		2,268,643		4,498,209
Corio N.V., REIT		67,978		2,894,267
Corporate Office Properties Trust, REIT		55,650		1,244,334
Cousins Properties, Inc., REIT		153,947		1,230,037
CubeSmart, REIT		98,880		1,275,552
DDR Corp., REIT		169,190		2,575,072
Derwent London PLC, REIT		71,700		2,182,484
Digital Realty Trust, Inc., REIT		34,211		2,549,062
Douglas Emmett, Inc., REIT		52,256		1,253,622
DuPont Fabros Technology, Inc., REIT		44,001		1,212,668
EastGroup Properties, Inc., REIT		84,200		4,513,120
Entertainment Properties Trust, REIT		52,865		2,410,115
Equity Lifestyle Properties, Inc., REIT		50,556		3,476,231
Excel Trust, Inc. REIT		50,780		596,157
Federal Realty Investment Trust, REIT		30,895		3,333,880
Global Logistic Properties Ltd.		2,886,901		5,498,545
GSW Immobilien AG		71,045		2,532,474
Hammerson PLC, REIT		193,400		1,403,403
Hang Lung Properties Ltd.		1,005,256		3,445,928
Henderson Land Development Co. Ltd.		328,269		2,024,737
Home Properties, Inc., REIT		65,433		4,177,897
Host Hotels & Resorts, Inc., REIT		271,496		4,153,889
Kenedix Realty Investment Corp., REIT		688		2,264,442
Link, REIT		1,693,405		7,554,434
Macquarie Goodman Group, REIT		522,140		2,162,196
Medical Properties Trust, Inc., REIT		515,523		5,315,042
Mid-America Apartment Communities, Inc., REIT		76,521		5,203,428
Mitsubishi Estate Co. Ltd.		391,135		6,904,657

5

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Real Estate - continued
Mitsui Fudosan Co. Ltd.		451,274	$	8,424,706
National Health Investors, Inc., REIT		11,800		616,432
National Retail Properties, Inc., REIT		124,770		3,875,356
Nippon Building Fund, Inc., REIT		229		2,319,641
NTT Urban Development Corp.		4,049		3,080,130
Plum Creek Timber Co. Inc., REIT		91,094		3,728,478
Potlatch Corp., REIT		36,060		1,300,324
Primaris Retail, REIT		266,345		6,444,157
Prologis, Inc., REIT		109,610		3,745,374
Public Storage, Inc., REIT		64,802		9,432,579
Retail Opportunity Investment Corp., REIT		50,240		631,517
SEGRO PLC, REIT		505,117		1,856,747
Simon Property Group, Inc., REIT		87,449		13,878,156
Stockland, IEU		2,086,445		6,871,640
Sun Hung Kai Properties Ltd.		402,231		5,228,742
TAG Immobilien AG		149,520		1,425,354
Tanger Factory Outlet Centers, Inc., REIT		117,412		3,939,173
Unibail-Rodamco		31,632		6,451,418
Ventas, Inc., REIT		82,643		5,412,290
Vornado Realty Trust, REIT		78,943		6,407,803
Westfield Group, REIT		831,531		8,513,641
Weyerhaeuser Co., REIT		134,989		3,362,576
Wharf Holdings Ltd.		491,596		3,037,683
Total Common Stocks (Identified Cost, $182,640,721)			$	244,362,192
Money Market Funds - 3.3%
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value (v)		8,320,322	$	8,320,322
Total Investments (Identified Cost, $190,961,043)			$	252,682,514
Other Assets, Less Liabilities - 0.9%				2,378,707
Net Assets - 100.0%			$	255,061,221

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

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

IEU International Equity Unit

PLC Public Limited Company

REIT Real Estate Investment Trust

See Notes to Financial Statements

6

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/12 (unaudited)

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, $182,640,721)	$244,362,192
Underlying affiliated funds, at cost and value	8,320,322
Total investments, at value (identified cost, $190,961,043)	$252,682,514
Foreign currency, at value (identified cost, $448,409)	450,056
Receivables for
Investments sold	1,295,581
Fund shares sold	540,577
Interest and dividends	257,161
Other assets	582
Total assets	$255,226,471
Liabilities
Payable for fund shares reacquired	$113,118
Payable to affiliates
Investment adviser	12,798
Shareholder servicing costs	35
Distribution and service fees	3
Payable for independent Trustees’ compensation	15
Accrued expenses and other liabilities	39,281
Total liabilities	$165,250
Net assets	$255,061,221
Net assets consist of
Paid-in capital	$197,968,695
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies	61,724,638
Accumulated distributions in excess of net realized gain on investments and foreign currency	(7,778,975	)
Undistributed net investment income	3,146,863
Net assets	$255,061,221
Shares of beneficial interest outstanding	17,941,611

	Net assets		Shares outstanding		Net asset value per share (a)
Class A		$247,847		17,458		$14.20
Class I		103,497		7,280		14.22
Class R5		254,709,877		17,916,873		14.22

(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 $15.07 [100 / 94.25 x $14.20]. 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 shares. Redemption price per share was equal to the net asset value per share for Classes I and R5.

See Notes to Financial Statements

7

Financial Statements

STATEMENT OF OPERATIONS

Six months ended 8/31/12 (unaudited)

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	$4,563,826
Dividends from underlying affiliated funds	2,571
Foreign taxes withheld	(196,256	)
Total investment income	$4,370,141
Expenses
Management fee	$1,122,474
Distribution and service fees	297
Shareholder servicing costs	79
Administrative services fee	23,170
Independent Trustees’ compensation	5,211
Custodian fee	29,441
Shareholder communications	3,084
Audit and tax fees	26,104
Legal fees	1,716
Miscellaneous	12,155
Total expenses	$1,223,731
Fees paid indirectly	(1	)
Reduction of expenses by investment adviser	(608	)
Net expenses	$1,223,122
Net investment income	$3,147,019
Realized and unrealized gain (loss) on investments and foreign currency
Realized gain (loss) (identified cost basis)
Investments	$3,101,499
Foreign currency	(11,293	)
Net realized gain (loss) on investments and foreign currency	$3,090,206
Change in unrealized appreciation (depreciation)
Investments	$10,214,223
Translation of assets and liabilities in foreign currencies	(2,119	)
Net unrealized gain (loss) on investments and foreign currency translation	$10,212,104
Net realized and unrealized gain (loss) on investments and foreign currency	$13,302,310
Change in net assets from operations	$16,449,329

See Notes to Financial Statements

8

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.

Change in net assets	Six months ended 8/31/12 (unaudited)			Year ended 2/29/12
From operations
Net investment income		$3,147,019			$4,331,249
Net realized gain (loss) on investments and foreign currency		3,090,206			8,862,449
Net unrealized gain (loss) on investments and foreign currency translation		10,212,104			(13,181,544	)
Change in net assets from operations		$16,449,329			$12,154
Distributions declared to shareholders
From net investment income		$(742,003	)		$(5,575,274	)
From net realized gain on investments		(3,157,537	)		(7,176,979	)
Total distributions declared to shareholders		$(3,899,540	)		$(12,752,253	)
Change in net assets from fund share transactions		$(240,864	)		$39,174,069
Total change in net assets		$12,308,925			$26,433,970
Net assets
At beginning of period		242,752,296			216,318,326
At end of period (including undistributed net investment income of $3,146,863 and $741,847, respectively)		$255,061,221			$242,752,296

See Notes to Financial Statements

9

Financial Statements

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal 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.

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class A				2012			2011			2010 (c)
Net asset value, beginning of period		$13.51			$14.57			$14.02			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.16			$0.23			$0.49			$0.42
Net realized and unrealized gain (loss) on investments and foreign currency		0.73			(0.55	)		2.46			8.68
Total from investment operations		$0.89			$(0.32	)		$2.95			$9.10
Less distributions declared to shareholders
From net investment income		$(0.03	)		$(0.30	)		$(0.77	)		$(2.00	)
From net realized gain on investments		(0.17	)		(0.44	)		(1.63	)		(3.08	)
Total distributions declared to shareholders		$(0.20	)		$(0.74	)		$(2.40	)		$(5.08	)
Net asset value, end of period (x)		$14.20			$13.51			$14.57			$14.02
Total return (%) (r)(s)(t)(x)		6.80	(n)		(1.81	)		23.61			91.24	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.23	(a)		1.24			1.25			1.28	(a)
Expenses after expense reductions (f)		1.23	(a)		1.24			1.25			1.28	(a)
Net investment income		2.26	(a)		1.74			3.45			2.89	(a)
Portfolio turnover		20	(n)		37			33			91
Net assets at end of period (000 omitted)		$248			$232			$236			$191

See Notes to Financial Statements

10

Financial Highlights – continued

	Six months ended 8/31/12 (unaudited)			Years ended 2/29, 2/28
Class I				2012			2011			2010 (c)
Net asset value, beginning of period		$13.52			$14.58			$14.03			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.22			$0.27			$0.54			$0.47
Net realized and unrealized gain (loss) on investments and foreign currency		0.69			(0.56	)		2.45			8.67
Total from investment operations		$0.91			$(0.29	)		$2.99			$9.14
Less distributions declared to shareholders
From net investment income		$(0.04	)		$(0.33	)		$(0.81	)		$(2.03	)
From net realized gain on investments		(0.17	)		(0.44	)		(1.63	)		(3.08	)
Total distributions declared to shareholders		$(0.21	)		$(0.77	)		$(2.44	)		$(5.11	)
Net asset value, end of period (x)		$14.22			$13.52			$14.58			$14.03
Total return (%) (r)(s)(x)		6.91	(n)		(1.54	)		23.89			91.71	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.98	(a)		0.99			1.00			1.03	(a)
Expenses after expense reductions (f)		0.98	(a)		0.99			1.00			1.03	(a)
Net investment income		3.24	(a)		1.98			3.77			3.22	(a)
Portfolio turnover		20	(n)		37			33			91
Net assets at end of period (000 omitted)		$103			$242,520			$216,082			$164,347

See Notes to Financial Statements

11

Financial Highlights – continued

Class R5	Period ended 8/31/12 (i)
	(unaudited)
Net asset value, beginning of period		$13.74
Income (loss) from investment operations
Net investment income (d)		$0.02
Net realized and unrealized gain (loss) on investments and foreign currency		0.46
Total from investment operations		$0.48
Net asset value, end of period (x)		$14.22
Total return (%) (r)(s)(x)		3.49	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		0.98	(a)
Expenses after expense reductions (f)		0.98	(a)
Net investment income		0.83	(a)
Portfolio turnover		20	(n)
Net assets at end of period (000 omitted)		$254,710

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, March 11, 2009, through the stated period end.

(d) Per share data is based on average shares outstanding.

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

(i) For the period from the class’ inception, July 2, 2012, through the stated period end.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

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

(t) Total returns do not include any applicable sales charges.

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

See Notes to Financial Statements

12

NOTES TO FINANCIAL STATEMENTS

(unaudited)

(1) Business and Organization

MFS Global Real Estate Fund (the fund) is a series of MFS Series Trust XIII (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. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests a significant amount of its net assets in U.S. and foreign real estate related investments and as a result is subject to certain risks associated with the direct ownership of real estate and the real estate industry in general. These include risks related to general, regional and local economic conditions; fluctuations in interest rates; property tax rates, zoning laws, environmental regulations and other governmental action; cash flow dependency; increased operating expenses; lack of availability of mortgage funds; losses due to natural disasters; changes in property values and rental rates; and other factors. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment.

In this reporting period the fund adopted FASB Accounting Standards Update 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 seeks to improve the comparability of fair value measurements as presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards (IFRS) by providing common requirements for fair value measurement and disclosure.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-11, Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). Effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, ASU 2011-11 is intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. Although still evaluating the potential impacts of ASU 2011-11 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.

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

13

Notes to Financial Statements (unaudited) – continued

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. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

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

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,

14

Notes to Financial Statements (unaudited) – continued

an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2012 in valuing the fund’s assets or liabilities:

Investments at Value	Level 1		Level 2		Level 3		Total
Equity Securities:
United States		$121,129,950		$—		$—		$121,129,950
Japan		—		25,340,175		—		25,340,175
Australia		8,513,641		13,532,045		—		22,045,686
Honk Kong		7,554,434		13,737,090		—		21,291,524
United Kingdom		17,079,609		—		—		17,079,609
Singapore		1,840,337		5,498,545		—		7,338,882
France		6,451,418		—		—		6,451,418
Canada		6,444,157		—		—		6,444,157
Austria		6,211,929		—		—		6,211,929
Other Countries		11,028,862		—		—		11,028,862
Mutual Funds		8,320,322		—		—		8,320,322
Total Investments		$194,574,659		$58,107,855		$—		$252,682,514

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

Of the level 2 investments presented above, equity investments amounting to $6,451,375 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $8,513,641 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period.

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.

15

Notes to Financial Statements (unaudited) – continued

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend 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 six months ended August 31, 2012, 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, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Foreign taxes 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 passive foreign investment company adjustments and wash sale loss deferrals.

16

Notes to Financial Statements (unaudited) – continued

The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:

	2/29/12
Ordinary income (including any short-term capital gains)		$6,802,871
Long-term capital gains		5,949,382
Total distributions		$12,752,253

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

As of 8/31/12
Cost of investments	$201,829,561
Gross appreciation	53,773,472
Gross depreciation	(2,920,519	)
Net unrealized appreciation (depreciation)	$50,852,953
As of 2/29/12
Undistributed ordinary income	2,484,428
Undistributed long-term capital gain	1,414,293
Other temporary differences	5,286
Net unrealized appreciation (depreciation)	40,638,730

The aggregate cost above includes prior fiscal year end tax adjustments, if applicable.

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. 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
	Six months ended 8/31/12		Year ended 2/29/12		Six months ended 8/31/12		Year ended 2/29/12
Class A		$601		$4,914		$2,946		$7,172
Class I		741,402		5,570,360		3,154,591		7,169,807
Total		$742,003		$5,575,274		$3,157,537		$7,176,979

17

Notes to Financial Statements (unaudited) – continued

(3) Transactions with Affiliates

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

First $1 billion of average daily net assets	0.90	%
Next $1.5 billion of average daily net assets	0.75	%
Average daily net assets in excess of $2.5 billion	0.65	%

The management fee incurred for the six months ended August 31, 2012 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 $0 for the six months ended August 31, 2012, 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%		$297

(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.

(e) The annual effective rates represent actual fees incurred under the distribution plan for the six months ended August 31, 2012 based on each class’ average daily net assets.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. There were no contingent deferred sales charges imposed during the six months ended August 31, 2012.

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, provides transfer agent and recordkeeping functions in connection with the issuance, transfer, and redemption of shares of the fund under a Shareholder Servicing Agent Agreement. MFSC is not paid a fee for providing these services. MFSC receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the six months ended August 31, 2012, these costs amounted to $79. The fund may also pay shareholder servicing related costs to non-related parties.

18

Notes to Financial Statements (unaudited) – continued

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 six months ended August 31, 2012 was equivalent to an annual effective rate of 0.0186% 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 to 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, MFS Fund Distributors, Inc. (MFD), and MFSC.

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 six months ended August 31, 2012, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $1,226 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 $608, 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 invests in the MFS Institutional Money Market Portfolio which is managed by MFS and 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 affiliated funds” on the Statement of Operations. This money market fund does not pay a management fee to MFS.

On June 29, 2012, MFS purchased 7,278 shares of Class R5 for an aggregate amount of $100,000. At August 31, 2012, MFS was the sole shareholder of both Class A and Class I.

(4) Portfolio Securities

Purchases and sales of investments, other than U.S. Government securities, and short-term obligations, aggregated $48,970,557 and $55,158,101, respectively.

19

Notes to Financial Statements (unaudited) – 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:

	Six months ended 8/31/12						Year ended 2/29/12
	Shares			Amount			Shares			Amount
Shares sold
Class A		—			$13			—			$—
Class I		696,721			9,351,207			2,875,159			36,891,209
Class R5 (i)		18,238,805			251,805,481			—			—
		18,935,526			$261,156,701			2,875,159			$36,891,209
Shares issued to shareholders in reinvestment of distributions
Class A		276			$3,547			957			$ 12,086
Class I		303,190			3,895,993			1,014,347			12,740,167
		303,466			$3,899,540			1,015,304			$12,752,253
Shares reacquired
Class I		(18,934,608	)		$(260,810,383	)		(771,970	)		$(10,469,393	)
Class R5 (i)		(321,932	)		(4,486,722	)		—			—
		(19,256,540	)		$(265,297,105	)		(771,970	)		$(10,469,393	)
Net change
Class A		276			$ 3,560			957			$ 12,086
Class I		(17,934,697	)		(247,563,183	)		3,117,536			39,161,983
Class R5 (i)		17,916,873			247,318,759			—			—
		(17,548	)		$(240,864	)		3,118,493			$39,174,069

(i) For the period from the class’ inception, July 2, 2012, through the stated period end.

Class A, Class B, Class C, Class R1, Class R2, Class R3, and Class R4 shares were not available for sale during the period. During the period, the fund’s Class I and Class R5 shares were available for sale only to funds distributed by MFD that invest primarily in shares of other MFS funds (“MFS fund-of-funds”). Please see the fund’s prospectus for details.

The fund is one of several mutual funds in which the MFS funds-of-funds may invest. The MFS funds-of-funds do not invest in the underlying MFS funds for the purpose of exercising management or control. At the end of the period, the MFS Growth Allocation Fund, MFS Moderate Allocation Fund, MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Lifetime 2030 Fund, MFS Lifetime 2040 Fund, and MFS Lifetime 2020 Fund were the owners of record of approximately 36%, 28%, 22%, 8%, 2%, 1%, and 1% respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime 2050 Fund, MFS Lifetime 2010 Fund, and MFS Lifetime Retirement Income Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

20

Notes to Financial Statements (unaudited) – continued

(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 six months ended August 31, 2012, the fund’s commitment fee and interest expense were $808 and $0, respectively, and are included in “Miscellaneous” expense on the Statement of Operations.

(7) Transactions in Underlying Affiliated 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 an affiliated issuer:

Underlying Affiliated Fund	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Institutional Money Market Portfolio		5,523,158		41,384,127		(38,586,962	)		8,320,322
Underlying Affiliated Fund	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income			Ending Value
MFS Institutional Money Market Portfolio		$—		$—		$2,571			$8,320,322

21

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, 2012 (“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.

Effective May 1, 2011, the Board of Trustees terminated the Fund’s subadvisory investment agreement among MFS Series Trust XIII, on behalf of the Fund, MFS and Sun Capital Advisers LLC (“Sun Capital”) and MFS assumed responsibility for day-to-day management of the Fund. The Sun Capital portfolio manager who was responsible for the day-to-day management of the Fund became an employee of MFS on or about May 1, 2011 and continues to manage the Fund.

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 the one-year period ended December 31, 2011 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, (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

22

Board Review of Investment Advisory Agreement – continued

MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, 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 results 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. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds for the one-year period ended December 31, 2011. The total return performance of the Fund’s Class A shares was in the 3rd quintile relative to the other funds in the universe for this one-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The Fund commenced operations on March 11, 2009 and has a limited operating history and performance record; therefore, no performance data for the three- or five-year periods was available. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

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

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

23

Board Review of Investment Advisory Agreement – continued

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 lower than the Lipper expense group median.

The Trustees also considered the advisory fees charged by MFS to institutional accounts, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund 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 is subject to contractual breakpoints that reduce the Fund’s advisory fee rate schedule on average daily net assets over $1 billion and $2.5 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 investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

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

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

24

Board Review of Investment Advisory Agreement – continued

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

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2012.

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).

25

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. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available 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.

PROVISION OF FINANCIAL REPORTS AND SUMMARY PROSPECTUSES

The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.

26

Save paper with eDelivery.

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

SEMIANNUAL REPORT

August 31, 2012

MFS® NEW DISCOVERY VALUE FUND

NDV-SEM

MFS® NEW DISCOVERY VALUE FUND

CONTENTS

Letter from the Chairman and CEO	1
Portfolio composition	2
Expense table	3
Portfolio of investments	5
Statement of assets and liabilities	10
Statement of operations	12
Statements of changes in net assets	13
Financial highlights	14
Notes to financial statements	21
Board review of investment advisory agreement	33
Proxy voting policies and information	36
Quarterly portfolio disclosure	36
Further information	36
Provision of financial reports and summary prospectuses	36
Contact information    back cover

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

NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE

LETTER FROM THE CHAIRMAN AND CEO

Dear Shareholders:

World financial markets continue to face a number of major economic and political challenges. While the European debt crisis has deepened and spread, there appears to be scope for improvement given the European Central Bank’s willingness to backstop troubled sovereigns. Economic activity in China, until recently the world’s growth engine, appears to be bottoming. Even the relatively strong and stable US

economy has been affected by uncertainty over the presidential election and the threat of a “fiscal cliff” at year- end. At the same time, global consumer and producer confidence has fallen sharply. And a search for safe havens by nervous investors has driven down yields on highly rated government bonds, including those issued by Germany and the United States, to multi-decade lows.

But there is also good news: Global economic data have modestly improved, performing slightly better than expected. However, the improvement is too short-lived to be called a trend. Equity markets have been largely range bound since the

Fed extended its quantitative easing program, leaving little expectation that the bank will add further money to the system. It is hard to know how much of the recent gain in financial markets has been the result of actual economic improvements versus expectations that renewed central bank action will soon lead to an economic rebound.

Through all this uncertainty, managing risk remains a top priority for investors and their advisors. At MFS®, our emphasis on global research is designed to keep our investment process functioning smoothly at all times. Close collaboration among colleagues around the world is vital in periods of uncertainty and heightened volatility. We share ideas and evaluate opportunities across continents and across all investment disciplines and types of investments. We employ this uniquely collaborative approach to build better insights — and better results — for our clients.

Like our investors, we are mindful of the many economic challenges we face at the local, national and international levels. In times like these, it is more important than ever to maintain a long-term view, adhere to time-tested investing principles such as asset allocation and diversification and work closely with investment advisors to research and identify the most suitable opportunities.

Respectfully,

Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management®

October 17, 2012

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

1

PORTFOLIO COMPOSITION

Portfolio structure

Top ten holdings
Hanesbrands, Inc.	1.5%
CAI International, Inc.	1.5%
Huntington Bancshares, Inc.	1.3%
Children’s Place Retail Store, Inc.	1.3%
Cinemark Holdings, Inc.	1.3%
OBIC Co. Ltd.	1.2%
Foster Wheeler AG	1.2%
Cathay General Bancorp, Inc.	1.2%
Herman Miller, Inc.	1.2%
BioMed Realty Trust, Inc., REIT	1.2%

Equity sectors
Financial Services	26.0%
Technology	10.5%
Industrial Goods & Services	10.4%
Health Care	7.4%
Retailing	7.1%
Special Products & Services	6.0%
Energy	5.7%
Utilities & Communications	5.0%
Basic Materials	5.0%
Leisure	4.6%
Autos & Housing	2.6%
Transportation	2.4%
Consumer Staples	2.1%

Percentages are based on net assets as of 8/31/12.

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

2

EXPENSE TABLE

Fund expenses borne by the shareholders during the period,

March 1, 2012 through August 31, 2012

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2012 through August 31, 2012.

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.

3

Expense Table – continued

Share Class		Annualized Expense Ratio			Beginning Account Value 3/01/12		Ending Account Value 8/31/12		Expenses Paid During Period (p) 3/01/12-8/31/12
A	Actual		1.28%			$1,000.00		$1,004.65		$6.47
	Hypothetical (h)		1.28%			$1,000.00		$1,018.75		$6.51
B	Actual		2.03%			$1,000.00		$1,001.69		$10.24
	Hypothetical (h)		2.03%			$1,000.00		$1,014.97		$10.31
C	Actual		2.04%			$1,000.00		$1,000.72		$10.29
	Hypothetical (h)		2.04%			$1,000.00		$1,014.92		$10.36
I	Actual		1.02%			$1,000.00		$1,005.61		$5.16
	Hypothetical (h)		1.02%			$1,000.00		$1,020.06		$5.19
R1	Actual		2.03%			$1,000.00		$1,000.72		$10.24
	Hypothetical (h)		2.03%			$1,000.00		$1,014.97		$10.31
R2	Actual		1.53%			$1,000.00		$1,003.65		$7.73
	Hypothetical (h)		1.53%			$1,000.00		$1,017.49		$7.78
R3	Actual		1.28%			$1,000.00		$1,004.64		$6.47
	Hypothetical (h)		1.28%			$1,000.00		$1,018.75		$6.51
R4	Actual		1.03%			$1,000.00		$1,006.61		$5.21
	Hypothetical (h)		1.03%			$1,000.00		$1,020.01		$5.24
R5	Actual		1.05%	(s)		$1,000.00		$1,003.00		$1.76	(i)
	Hypothetical (h)		1.05%			$1,000.00		$1,019.91		$5.35

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

(i) For the period from the class inception, July 2, 2012, through the stated period end.

(p) Expenses paid are 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.

(s) The annualized expense ratio does not vary by the class specific expense differential because of the timing of sales of fund shares and the allocation of fund level expenses at such time.

4

PORTFOLIO OF INVESTMENTS

8/31/12 (unaudited)

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 - 94.8%
Issuer	Shares/Par		Value ($)
Aerospace - 0.9%
Kaman Corp.		48,750	$	1,599,000
Apparel Manufacturers - 2.4%
Guess?, Inc.		61,650	$	1,606,598
Hanesbrands, Inc. (a)		83,417		2,705,213
			$	4,311,811
Broadcasting - 0.6%
Stroer Out-of-Home Media AG (a)		100,910	$	977,319
Brokerage & Asset Managers - 2.2%
FXCM, Inc. “A”		160,220	$	1,403,527
GFI Group, Inc.		380,414		1,065,159
NASDAQ OMX Group, Inc.		64,746		1,480,741
			$	3,949,427
Business Services - 5.0%
Dun & Bradstreet Corp.		13,785	$	1,115,896
FleetCor Technologies, Inc. (a)		41,168		1,777,634
G&K Services, Inc.		42,499		1,333,194
Global Payments, Inc.		40,160		1,672,664
Performant Financial Corp. (a)		125,040		1,356,684
Portfolio Recovery Associates, Inc. (a)		15,930		1,598,576
			$	8,854,648
Chemicals - 0.5%
Cabot Corp.		24,530	$	854,380
Computer Software - 1.2%
OBIC Co. Ltd.		10,280	$	2,167,578
Computer Software - Systems - 2.0%
Ingram Micro, Inc., “A” (a)		101,729	$	1,553,402
Mitek Systems, Inc. (a)		78,990		358,615
NICE Systems Ltd., ADR (a)		51,659		1,615,894
			$	3,527,911

5

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Construction - 2.6%
Beacon Roofing Supply, Inc. (a)		63,777	$	1,794,685
Lennox International, Inc.		37,382		1,776,019
M/I Homes, Inc. (a)		52,008		1,003,754
			$	4,574,458
Consumer Products - 1.1%
Sensient Technologies Corp.		55,780	$	1,999,713
Consumer Services - 1.0%
H&R Block, Inc.		101,395	$	1,679,101
Containers - 1.1%
Greif, Inc., “A”		44,616	$	1,985,412
Electronics - 6.8%
CEVA, Inc. (a)		95,280	$	1,535,914
Entegris, Inc. (a)		120,910		1,062,799
Entropic Communications, Inc. (a)		207,608		1,127,311
Intermec, Inc. (a)		256,796		1,520,232
M/A-COM Technology Solutions Holdings, Inc. (a)		145,810		1,679,731
MaxLinear, Inc., “A” (a)		270,967		1,547,222
Oclaro, Inc. (a)		241,388		620,367
Ultratech, Inc. (a)		42,780		1,410,884
Veeco Instruments, Inc. (a)		44,203		1,516,163
			$	12,020,623
Energy - Independent - 5.7%
Berry Petroleum Corp., “A”		51,037	$	1,880,203
Energy XXI (Bermuda) Ltd.		28,482		936,773
EPL Oil & Gas, Inc. (a)		110,651		1,905,410
Lone Pine Resources, Inc. (a)		205,480		267,124
Resolute Energy Corp. (a)		168,100		1,519,624
SM Energy Co.		36,760		1,736,175
WPX Energy, Inc. (a)		121,450		1,894,620
			$	10,139,929
Engineering - Construction - 1.2%
Foster Wheeler AG (a)		96,795	$	2,119,811
Entertainment - 1.3%
Cinemark Holdings, Inc.		96,175	$	2,252,419
Gaming & Lodging - 0.8%
WMS Industries, Inc. (a)		84,525	$	1,346,483

6

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Health Maintenance Organizations - 1.8%
Centene Corp. (a)		43,490	$	1,766,129
Molina Healthcare, Inc. (a)		57,670		1,397,921
			$	3,164,050
Insurance - 7.0%
Allied World Assurance Co.		21,973	$	1,725,540
Alterra Capital Holdings Ltd.		89,160		2,048,005
Aspen Insurance Holdings Ltd.		60,809		1,768,326
Everest Re Group Ltd.		17,872		1,852,612
Hanover Insurance Group, Inc.		54,440		1,942,964
Symetra Financial Corp.		127,029		1,552,294
Willis Group Holdings PLC		37,530		1,400,620
			$	12,290,361
Internet - 0.5%
Dice Holdings, Inc. (a)		106,140	$	846,997
Leisure & Toys - 1.9%
Brunswick Corp.		69,570	$	1,648,113
Callaway Golf Co.		308,131		1,771,753
			$	3,419,866
Machinery & Tools - 7.2%
Altra Holdings, Inc.		77,600	$	1,428,616
Columbus McKinnon Corp. (a)		110,390		1,635,980
Douglas Dynamics, Inc.		135,295		1,896,836
EnPro Industries, Inc. (a)		32,810		1,231,687
Herman Miller, Inc.		106,175		2,076,783
Kennametal, Inc.		50,990		1,878,472
Polypore International, Inc. (a)		50,680		1,643,046
Regal Beloit Corp.		12,790		870,487
			$	12,661,907
Major Banks - 1.3%
Huntington Bancshares, Inc.		357,470	$	2,359,302
Medical & Health Technology & Services - 4.5%
Almost Family, Inc. (a)		80,615	$	1,779,979
Community Health Systems, Inc. (a)		49,032		1,325,825
Cross Country Healthcare, Inc. (a)		305,841		1,238,656
Health Management Associates, Inc., “A” (a)		251,640		1,927,562
MEDNAX, Inc. (a)		23,540		1,630,851
			$	7,902,873

7

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Medical Equipment - 1.1%
Teleflex, Inc.		30,753	$	2,030,621
Metals & Mining - 1.0%
TMS International Corp., “A” (a)		172,870	$	1,740,801
Natural Gas - Distribution - 3.0%
AGL Resources, Inc.		41,777	$	1,656,458
NorthWestern Corp.		47,480		1,737,768
UGI Corp.		63,621		1,939,168
			$	5,333,394
Other Banks & Diversified Financials - 10.2%
Berkshire Hills Bancorp, Inc.		59,830	$	1,331,218
Brookline Bancorp, Inc.		214,025		1,817,072
CAI International, Inc. (a)		132,040		2,623,635
CapitalSource, Inc.		282,628		1,958,612
Cathay General Bancorp, Inc.		128,136		2,097,586
First Interstate BancSystem, Inc.		94,110		1,345,773
Glacier Bancorp, Inc.		120,670		1,859,525
Regional Management Corp. (a)		79,160		1,329,096
Sandy Spring Bancorp, Inc.		96,388		1,767,756
ViewPoint Financial Group		100,738		1,856,601
			$	17,986,874
Pollution Control - 1.1%
Progressive Waste Solutions Ltd.		93,876	$	1,861,561
Railroad & Shipping - 0.7%
Diana Shipping, Inc. (a)		182,304	$	1,205,029
Real Estate - 5.3%
BioMed Realty Trust, Inc., REIT		111,990	$	2,075,175
Capstead Mortgage Corp., REIT		130,292		1,868,387
Entertainment Properties Trust, REIT		42,208		1,924,263
Hatteras Financial Corp., REIT		62,210		1,803,468
Select Income REIT		68,680		1,703,951
			$	9,375,244
Specialty Chemicals - 2.4%
A. Schulman, Inc.		41,512	$	1,008,326
Ferro Corp. (a)		292,840		960,515
Koppers Holdings, Inc.		40,746		1,320,578
Quaker Chemical Corp.		18,670		878,424
			$	4,167,843

8

Portfolio of Investments (unaudited) – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Specialty Stores - 4.7%
American Eagle Outfitters, Inc.		27,984	$	622,364
Children’s Place Retail Store, Inc. (a)		40,250		2,291,835
Destination Maternity Corp.		88,303		1,620,360
Gordmans Stores, Inc. (a)		53,972		948,828
hhgregg, Inc. (a)		91,258		647,019
Kirkland’s, Inc. (a)		67,980		659,406
rue21, Inc. (a)		56,160		1,589,890
			$	8,379,702
Tobacco - 1.0%
Schweitzer-Mauduit International, Inc.		55,580	$	1,794,122
Trucking - 1.7%
Celadon Group, Inc.		60,080	$	991,921
Landstar System, Inc.		22,684		1,072,273
Marten Transport Ltd.		50,460		890,114
			$	2,954,308
Utilities - Electric Power - 2.0%
El Paso Electric Co.		52,290	$	1,730,276
Great Plains Energy, Inc.		85,837		1,830,045
			$	3,560,321
Total Common Stocks (Identified Cost, $169,331,424)			$	167,395,199
Money Market Funds - 5.8%
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value (v)		10,313,569	$	10,313,569
Total Investments (Identified Cost, $179,644,993)			$	177,708,768
Other Assets, Less Liabilities - (0.6)%				(1,109,283	)
Net Assets - 100.0%			$	176,599,485

(a) Non-income producing security.

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

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

ADR American Depositary Receipt

PLC Public Limited Company

REIT Real Estate Investment Trust

See Notes to Financial Statements

9

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/12 (unaudited)

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, $169,331,424)	$167,395,199
Underlying affiliated funds, at cost and value	10,313,569
Total investments, at value (identified cost, $179,644,993)	$177,708,768
Receivables for
Investments sold	1,335,793
Fund shares sold	309,611
Dividends	166,559
Other assets	60,954
Total assets	$179,581,685
Liabilities
Payables for
Investments purchased	$2,843,403
Fund shares reacquired	103,759
Payable to affiliates
Investment adviser	8,895
Shareholder servicing costs	60
Distribution and service fees	80
Payable for independent Trustees’ compensation	15
Accrued expenses and other liabilities	25,988
Total liabilities	$2,982,200
Net assets	$176,599,485
Net assets consist of
Paid-in capital	$171,898,130
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies	(1,936,229	)
Accumulated net realized gain (loss) on investments and foreign currency	6,021,912
Undistributed net investment income	615,672
Net assets	$176,599,485
Shares of beneficial interest outstanding	17,439,794

10

Statement of Assets and Liabilities – continued

	Net assets		Shares outstanding		Net asset value per share (a)
Class A		$2,248,382		222,593		$10.10
Class B		212,470		21,163		10.04
Class C		496,280		49,453		10.04
Class I		1,038,920		102,606		10.13
Class R1		102,758		10,233		10.04
Class R2		110,955		10,991		10.10
Class R3		103,741		10,259		10.11
Class R4		104,071		10,274		10.13
Class R5		172,181,908		17,002,222		10.13

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $10.72 [100 / 94.25 x $10.10]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R5.

See Notes to Financial Statements

11

Financial Statements

STATEMENT OF OPERATIONS

Six months ended 8/31/12 (unaudited)

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	$1,555,559
Interest	2,977
Dividends from underlying affiliated funds	5,390
Foreign taxes withheld	(4,131	)
Total investment income	$1,559,795
Expenses
Management fee	$771,871
Distribution and service fees	6,946
Shareholder servicing costs	1,814
Administrative services fee	17,554
Independent Trustees’ compensation	2,690
Custodian fee	12,860
Shareholder communications	3,130
Audit and tax fees	18,459
Legal fees	931
Miscellaneous	52,665
Total expenses	$888,920
Fees paid indirectly	(8	)
Reduction of expenses by investment adviser	(418	)
Net expenses	$888,494
Net investment income	$671,301
Realized and unrealized gain (loss) on investments and foreign currency
Realized gain (loss) (identified cost basis)
Investments	$5,789,271
Swap agreements	462,053
Foreign currency	2,032
Net realized gain (loss) on investments and foreign currency	$6,253,356
Change in unrealized appreciation (depreciation)
Investments	$(5,703,415	)
Swap agreements	842
Translation of assets and liabilities in foreign currencies	(4	)
Net unrealized gain (loss) on investments and foreign currency translation	$(5,702,577	)
Net realized and unrealized gain (loss) on investments and foreign currency	$550,779
Change in net assets from operations	$1,222,080

See Notes to Financial Statements

12

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.

	Six months ended 8/31/12			Period ended 2/29/12 (c)
Change in net assets	(unaudited)
From operations
Net investment income		$671,301			$502,426
Net realized gain (loss) on investments and foreign currency		6,253,356			3,556,656
Net unrealized gain (loss) on investments and foreign currency translation		(5,702,577	)		3,766,348
Change in net assets from operations		$1,222,080			$7,825,430
Distributions declared to shareholders
From net investment income		$—			$(604,075	)
From net realized gain on investments		(3,505,558	)		(232,152	)
Total distributions declared to shareholders		$(3,505,558	)		$(836,227	)
Change in net assets from fund share transactions		$12,630,479			$159,263,281
Total change in net assets		$10,347,001			$166,252,484
Net assets
At beginning of period		166,252,484			—
At end of period (including undistributed net investment income of $615,672 and accumulated distributions in excess of net investment income of $55,629, respectively)		$176,599,485			$166,252,484

(c) For the period from the commencement of the fund’s investment operations, May 26, 2011, through the stated period end.

See Notes to Financial Statements

13

Financial Statements

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal 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	Six months ended 8/31/12			Period ended 2/29/12 (c)
	(unaudited)
Net asset value, beginning of period		$10.27			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.02			$0.01
Net realized and unrealized gain (loss) on investments and foreign currency		0.02			0.30
Total from investment operations		$0.04			$0.31
Less distributions declared to shareholders
From net investment income		$—			$(0.03	)
From net realized gain on investments		(0.21	)		(0.01	)
Total distributions declared to shareholders		$(0.21	)		$(0.04	)
Net asset value, end of period (x)		$10.10			$10.27
Total return (%) (r)(s)(t)(x)		0.46	(n)		3.22	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.28	(a)		1.25	(a)
Expenses after expense reductions (f)		1.28	(a)		1.25	(a)
Net investment income		0.43	(a)(l)		0.17	(a)
Portfolio turnover		39	(n)		56	(n)
Net assets at end of period (000 omitted)		$2,248			$1,872

See Notes to Financial Statements

14

Financial Highlights – continued

Class B	Six months ended 8/31/12			Period ended 2/29/12 (c)
	(unaudited)
Net asset value, beginning of period		$10.24			$10.00
Income (loss) from investment operations
Net investment loss (d)		$(0.01	)		$(0.04	)
Net realized and unrealized gain (loss) on investments and foreign currency		0.02			0.29
Total from investment operations		$0.01			$0.25
Less distributions declared to shareholders
From net realized gain on investments		$(0.21	)		$(0.01	)
Net asset value, end of period (x)		$10.04			$10.24
Total return (%) (r)(s)(t)(x)		0.17	(n)		2.56	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.03	(a)		2.01	(a)
Expenses after expense reductions (f)		2.03	(a)		2.01	(a)
Net investment loss		(0.25	)(a)(l)		(0.57	)(a)
Portfolio turnover		39	(n)		56	(n)
Net assets at end of period (000 omitted)		$212			$200

Class C	Six months ended 8/31/12			Period ended 2/29/12 (c)
	(unaudited)
Net asset value, beginning of period		$10.24			$10.00
Income (loss) from investment operations
Net investment loss (d)		$(0.02	)		$(0.04	)
Net realized and unrealized gain (loss) on investments and foreign currency		0.03			0.29
Total from investment operations		$0.01			$0.25
Less distributions declared to shareholders
From net investment income		$—			$(0.00	)(w)
From net realized gain on investments		(0.21	)		(0.01	)
Total distributions declared to shareholders		$(0.21	)		$(0.01	)
Net asset value, end of period (x)		$10.04			$10.24
Total return (%) (r)(s)(t)(x)		0.17	(n)		2.62	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.04	(a)		2.01	(a)
Expenses after expense reductions (f)		2.04	(a)		2.01	(a)
Net investment loss		(0.35	)(a)(l)		(0.53	)(a)
Portfolio turnover		39	(n)		56	(n)
Net assets at end of period (000 omitted)		$496			$182

See Notes to Financial Statements

15

Financial Highlights – continued

Class I	Six months ended 8/31/12			Period ended 2/29/12 (c)
	(unaudited)
Net asset value, beginning of period		$10.28			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.06			$0.03
Net realized and unrealized gain (loss) on investments and foreign currency		0.00	(w)		0.30
Total from investment operations		$0.06			$0.33
Less distributions declared to shareholders
From net investment income		$—			$(0.04	)
From net realized gain on investments		(0.21	)		(0.01	)
Total distributions declared to shareholders		$(0.21	)		$(0.05	)
Net asset value, end of period (x)		$10.13			$10.28
Total return (%) (r)(s)(x)		0.66	(n)		3.39	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.02	(a)		1.01	(a)
Expenses after expense reductions (f)		1.02	(a)		1.01	(a)
Net investment income		1.08	(a)(l)		0.47	(a)
Portfolio turnover		39	(n)		56	(n)
Net assets at end of period (000 omitted)		$1,039			$163,585

Class R1	Six months ended 8/31/12			Period ended 2/29/12 (c)
	(unaudited)
Net asset value, beginning of period		$10.25			$10.00
Income (loss) from investment operations
Net investment loss (d)		$(0.01	)		$(0.04	)
Net realized and unrealized gain (loss) on investments and foreign currency		0.01			0.30
Total from investment operations		$—			$0.26
Less distributions declared to shareholders
From net realized gain on investments		$(0.21	)		$(0.01	)
Net asset value, end of period (x)		$10.04			$10.25
Total return (%) (r)(s)(x)		0.07	(n)		2.66	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.03	(a)		2.01	(a)
Expenses after expense reductions (f)		2.03	(a)		2.01	(a)
Net investment loss		(0.20	)(a)(l)		(0.56	)(a)
Portfolio turnover		39	(n)		56	(n)
Net assets at end of period (000 omitted)		$103			$103

See Notes to Financial Statements

16

Financial Highlights – continued

Class R2	Six months ended 8/31/12			Period ended 2/29/12 (c)
	(unaudited)
Net asset value, beginning of period		$10.27			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$0.01			$(0.00	)(w)
Net realized and unrealized gain (loss) on investments and foreign currency		0.03			0.29
Total from investment operations		$0.04			$0.29
Less distributions declared to shareholders
From net investment income		$—			$(0.01	)
From net realized gain on investments		(0.21	)		(0.01	)
Total distributions declared to shareholders		$(0.21	)		$(0.02	)
Net asset value, end of period (x)		$10.10			$10.27
Total return (%) (r)(s)(x)		0.46	(n)		2.98	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.53	(a)		1.51	(a)
Expenses after expense reductions (f)		1.53	(a)		1.51	(a)
Net investment income (loss)		0.29	(a)(l)		(0.06	)(a)
Portfolio turnover		39	(n)		56	(n)
Net assets at end of period (000 omitted)		$111			$105

See Notes to Financial Statements

17

Financial Highlights – continued

Class R3	Six months ended 8/31/12			Period ended 2/29/12 (c)
	(unaudited)
Net asset value, beginning of period		$10.28			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.03			$0.01
Net realized and unrealized gain (loss) on investments and foreign currency		0.01			0.30
Total from investment operations		$0.04			$0.31
Less distributions declared to shareholders
From net investment income		$—			$(0.02	)
From net realized gain on investments		(0.21	)		(0.01	)
Total distributions declared to shareholders		$(0.21	)		$(0.03	)
Net asset value, end of period (x)		$10.11			$10.28
Total return (%) (r)(s)(x)		0.46	(n)		3.23	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.28	(a)		1.26	(a)
Expenses after expense reductions (f)		1.28	(a)		1.26	(a)
Net investment income		0.55	(a)(l)		0.19	(a)
Portfolio turnover		39	(n)		56	(n)
Net assets at end of period (000 omitted)		$104			$103

See Notes to Financial Statements

18

Financial Highlights – continued

Class R4	Six months ended 8/31/12			Period ended 2/29/12 (c)
	(unaudited)
Net asset value, beginning of period		$10.28			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.04			$0.03
Net realized and unrealized gain (loss) on investments and foreign currency		0.02			0.30
Total from investment operations		$0.06			$0.33
Less distributions declared to shareholders
From net investment income		$—			$(0.04	)
From net realized gain on investments		(0.21	)		(0.01	)
Total distributions declared to shareholders		$(0.21	)		$(0.05	)
Net asset value, end of period (x)		$10.13			$10.28
Total return (%) (r)(s)(x)		0.66	(n)		3.39	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.03	(a)		1.01	(a)
Expenses after expense reductions (f)		1.03	(a)		1.01	(a)
Net investment income		0.80	(a)(l)		0.44	(a)
Portfolio turnover		39	(n)		56	(n)
Net assets at end of period (000 omitted)		$104			$103

Class R5	Period ended 8/31/12 (i)
	(unaudited)
Net asset value, beginning of period		$10.10
Income (loss) from investment operations
Net investment income (d)		$0.00	(w)
Net realized and unrealized gain (loss) on investments and foreign currency		0.03
Total from investment operations		$0.03
Net asset value, end of period (x)		$10.13
Total return (%) (r)(s)(x)		0.30	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.05	(a)
Expenses after expense reductions (f)		1.05	(a)
Net investment income		0.11	(a)(l)
Portfolio turnover		39	(n)
Net assets at end of period (000 omitted)		$172,182

See Notes to Financial Statements

19

Financial Highlights – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, May 26, 2011, through the stated period end.

(d) Per share data is based on average shares outstanding.

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

(i) For the period from the class inception, July 2, 2012, through the stated period end.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by companies in which the fund invests and the actual annual net investment income ratio may differ.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

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

(t) Total returns do not include any applicable sales charges.

(w) Per share amount was less than $0.01.

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

See Notes to Financial Statements

20

NOTES TO FINANCIAL STATEMENTS

(unaudited)

(1) Business and Organization

MFS New Discovery Value Fund (the fund) is a series of MFS Series Trust XIII (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. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund will generally focus on securities of small size companies which may be more volatile than those of larger companies.

In this reporting period the fund adopted FASB Accounting Standards Update 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 seeks to improve the comparability of fair value measurements as presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards (IFRS) by providing common requirements for fair value measurement and disclosure.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-11, Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). Effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, ASU 2011-11 is intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. Although still evaluating the potential impacts of ASU 2011-11 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.

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. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. Swap agreements are generally valued at valuations provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing

21

Notes to Financial Statements (unaudited) – continued

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

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

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires 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

22

Notes to Financial Statements (unaudited) – continued

unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2012 in valuing the fund’s assets or liabilities:

Investments at Value	Level 1		Level 2		Level 3		Total
Equity Securities:
United States		$159,567,818		$—		$—		$159,567,818
Japan		—		2,167,578		—		2,167,578
Canada		1,861,561		—		—		1,861,561
Israel		1,615,894		—		—		1,615,894
Greece		1,205,029		—		—		1,205,029
Germany		977,319		—		—		977,319
Mutual Funds		10,313,569		—		—		10,313,569
Total Investments		$175,541,190		$2,167,578		$—		$177,708,768

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

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

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

The derivative instruments used by the fund were swap agreements. At August 31, 2012, the fund did not have any outstanding derivative instruments.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the six months ended August 31, 2012 as reported in the Statement of Operations:

Risk	Swap Agreements
Equity		$462,053

23

Notes to Financial Statements (unaudited) – continued

The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the six months ended August 31, 2012 as reported in the Statement of Operations:

Risk	Swap Agreements
Equity		$842

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 whenever possible 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 amounts of assets and liabilities in the Statement of 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 contracts and exchange-traded options) while collateral terms are contract specific for over-the-counter traded derivatives (i.e., forward foreign currency exchange contracts, swap agreements 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, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities collateral pledged for the same purpose, if any, is noted in the Portfolio of Investments.

Swap Agreements – The fund entered into swap agreements. A swap agreement is generally an exchange of cash payments, at specified intervals or upon the occurrence of specified events, between the fund and a counterparty. The net cash payments exchanged are recorded as a realized gain or loss on swap agreements in the Statement of Operations. The value of the swap agreement, which is adjusted daily and includes any related interest accruals to be paid or received by the fund, is recorded on the Statement of Assets and Liabilities. The daily change in value, including any related interest accruals to be paid or received, is recorded as unrealized appreciation or depreciation on swap agreements in the Statement of Operations. Amounts paid or

24

Notes to Financial Statements (unaudited) – continued

received at the inception of the swap agreement are reflected as premiums paid or received on the Statement of Assets and Liabilities and are amortized using the effective interest method over the term of the agreement. A liquidation payment received or made upon early termination is recorded as a realized gain or loss on swap agreements in the Statement of Operations.

Risks related to swap agreements include the possible lack of a liquid market, unfavorable market and interest rate movements of the underlying instrument and the failure of the counterparty to perform under the terms of the agreements. To address counterparty risk, swap agreements are limited to only highly-rated counterparties. The risk is further mitigated by having an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

The fund entered into total return swaps which involve commitments to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the fund will receive a payment from or make a payment to the counterparty, respectively. The fund may enter into total return swap agreements on a particular security, or a basket or index of securities, in order to gain exposure to the underlying security or securities.

Security Loans – State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. 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. State Street 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 a money market fund or 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 interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends received in cash

25

Notes to Financial Statements (unaudited) – continued

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 six months ended August 31, 2012, 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, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Foreign taxes 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.

The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:

	2/29/12
Ordinary income (including any short-term capital gains)		$836,227

26

Notes to Financial Statements (unaudited) – continued

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

As of 8/31/12
Cost of investments	$179,889,078
Gross appreciation	12,986,964
Gross depreciation	(15,167,274	)
Net unrealized appreciation (depreciation)	$(2,180,310	)
As of 2/29/12
Undistributed ordinary income	3,505,303
Late year ordinary loss deferral	(55,629	)
Other temporary differences	153
Net unrealized appreciation (depreciation)	3,535,006

The aggregate cost above includes prior fiscal year end tax adjustments, if applicable.

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
	Six months ended 8/31/12		Period ended 2/29/12 (c)		Six months ended 8/31/12		Period ended 2/29/12 (c)
Class A		$—		$3,257		$51,874		$1,501
Class B		—		—		4,668		171
Class C		—		85		6,618		259
Class I		—		600,039		3,433,886		229,659
Class R1		—		—		2,086		140
Class R2		—		99		2,240		142
Class R3		—		230		2,091		140
Class R4		—		365		2,095		140
Total		$—		$604,075		$3,505,558		$232,152

(c) For the period from the commencement of the fund’s investment operations, May 26, 2011, through the stated period end.

(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 $1.5 billion of average daily net assets	0.80	%
Average daily net assets in excess of $2.5 billion	0.75	%

27

Notes to Financial Statements (unaudited) – continued

The management fee incurred for the six months ended August 31, 2012 was equivalent to an annual effective rate of 0.90% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, 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 each class’ average daily net assets:

Class A	Class B	Class C	Class I	Class R1	Class R2	Class R3	Class R4	Class R5
1.45%	2.20%	2.20%	1.20%	2.20%	1.70%	1.45%	1.20%	1.20%

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until June 30, 2013. For the six months ended August 31, 2012, the fund’s actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $3,465 for the six months ended August 31, 2012, 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%		$3,255
Class B		0.75%		0.25%		1.00%		1.00%		1,094
Class C		0.75%		0.25%		1.00%		1.00%		1,685
Class R1		0.75%		0.25%		1.00%		1.00%		513
Class R2		0.25%		0.25%		0.50%		0.50%		270
Class R3		—		0.25%		0.25%		0.25%		129
Total Distribution and Service Fees										$6,946

(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.

(e) The annual effective rates represent actual fees incurred under the distribution plan for the six months ended August 31, 2012 based on each class’ average daily net assets.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased

28

Notes to Financial Statements (unaudited) – continued

prior to August 1, 2012. 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. There were no contingent deferred sales charges imposed during the six months ended August 31, 2012.

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 six months ended August 31, 2012, the fee was $764, which equated to 0.0009% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R5 shares do not incur sub-accounting fees. For the six months ended August 31, 2012, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,050.

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 six months ended August 31, 2012 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 of the investment adviser, all of whom receive remuneration for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – This fund and certain other funds managed by MFS (the funds) have entered into 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 six months ended August 31, 2012, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $839 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 $418, 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.

29

Notes to Financial Statements (unaudited) – continued

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and 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 affiliated 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 and short-term obligations, aggregated $73,062,883 and $63,503,254, respectively.

(5) Shares of Beneficial Interest

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

	Six months ended 8/31/12						Period ended 2/29/12 (c)
	Shares			Amount			Shares			Amount
Shares sold
Class A		267,934			$2,757,936			242,990			$2,247,490
Class B		7,112			70,778			19,798			194,551
Class C		31,232			314,508			25,318			245,371
Class I		990,818			9,973,067			17,071,139			167,710,202
Class R1		—			—			10,000			100,000
Class R2		577			5,625			10,154			101,250
Class R3		—			—			10,000			100,000
Class R4		—			—			10,000			100,000
Class R5 (i)		17,130,495			173,584,194			—			—
		18,428,168			$186,706,108			17,399,399			$170,798,864
Shares issued to shareholders in reinvestment of distributions
Class A		5,166			$49,901			525			$4,586
Class B		437			4,200			19			164
Class C		689			6,618			39			344
Class I		354,736			3,433,845			94,820			829,674
Class R1		217			2,086			16			140
Class R2		232			2,240			28			241
Class R3		217			2,091			42			370
Class R4		216			2,095			58			505
		361,910			$3,503,076			95,547			$836,024
Shares reacquired
Class A		(232,863	)		$(2,323,512	)		(61,159	)		$(615,710	)
Class B		(5,911	)		(56,900	)		(292	)		(2,440	)
Class C		(240	)		(2,568	)		(7,585	)		(71,813	)
Class I		(17,159,483	)		(173,888,844	)		(1,249,424	)		(11,681,644	)
Class R5 (i)		(128,273	)		(1,306,881	)		—			—
		(17,526,770	)		$(177,578,705	)		(1,318,460	)		$(12,371,607	)

30

Notes to Financial Statements (unaudited) – continued

	Six months ended 8/31/12						Period ended 2/29/12 (c)
	Shares			Amount			Shares		Amount
Net change
Class A		40,237			$484,325			182,356		$1,636,366
Class B		1,638			18,078			19,525		192,275
Class C		31,681			318,558			17,772		173,902
Class I		(15,813,929	)		(160,481,932	)		15,916,535		156,858,232
Class R1		217			2,086			10,016		100,140
Class R2		809			7,865			10,182		101,491
Class R3		217			2,091			10,042		100,370
Class R4		216			2,095			10,058		100,505
Class R5 (i)		17,002,222			172,277,313			—		—
		1,263,308			$12,630,479			16,176,486		$159,263,281

(c) For the period from the commencement of the fund’s investment operations, May 26, 2011, through the stated period end.

(i) For the period from the class inception, July 2, 2012, through the stated period end.

The fund is one of several mutual funds in which the MFS funds-of-funds may invest. The MFS funds-of-funds do not invest in the underlying MFS funds for the purpose of exercising management or control. At the end of the period, the MFS Growth Allocation Fund, MFS Moderate Allocation Fund, MFS Aggressive Growth Allocation Fund, MFS Conservative Allocation Fund, MFS Lifetime 2030 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2040 Fund, and MFS Lifetime Retirement Income Fund were the owners of record of approximately 35%, 31%, 16%, 11%, 2%, 1%, 1%, and 1%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime 2010 Fund and MFS Lifetime 2050 Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.1 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 six months ended August 31, 2012, the fund’s commitment fee and interest expense were $438 and $0, respectively, and are included in “Miscellaneous” expense on the Statement of Operations.

31

Notes to Financial Statements (unaudited) – continued

(7) Transactions in Underlying Affiliated 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 an affiliated issuer:

Underlying Affiliated Fund	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Institutional Money Market Portfolio		6,717,269		28,998,575		(25,402,275	)		10,313,569
Underlying Affiliated Fund	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income			Ending Value
MFS Institutional Money Market Portfolio		$—		$—		$5,390			$10,313,569

32

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, 2012 (“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 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”), (ii) information provided by MFS on the advisory fees of comparable portfolios of other clients of MFS, including institutional separate accounts and other clients, (iii) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (iv) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (v) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vi) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (vii) 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 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.

33

Board Review of Investment Advisory Agreement – continued

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.

The Fund commenced operations on May 26, 2011 and has a limited operating history and performance record. As a result, the Trustees did not receive information provided by Lipper Inc. on the investment performance of the Fund. In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year 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, which may not be changed without the Trustees’ approval. 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 was higher than the Lipper expense group median, and the Fund’s total expense ratio was lower than the Lipper expense group median.

The Trustees also considered the advisory fees charged by MFS to institutional accounts, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund 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 subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2.5 billion. The Trustees concluded that the existing breakpoints were sufficient to allow the Fund to benefit from economies of scale as its assets grow.

34

Board Review of Investment Advisory Agreement – continued

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

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

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

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

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

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2012.

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).

35

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. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available 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.

PROVISION OF FINANCIAL REPORTS AND SUMMARY PROSPECTUSES

The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.

36

Save paper with eDelivery.

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

ITEM 2. CODE OF ETHICS.

During the period covered by this report, 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. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable for semi-annual reports.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable for semi-annual reports.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

ITEM 6. INVESTMENTS

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

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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

ITEM 11. CONTROLS AND PROCEDURES.

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

(b) There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the 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.

(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.

Notice

A copy of the Amended and Restated Declaration of Trust, as amended, of the Registrant is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) MFS SERIES TRUST XIII

By (Signature and Title)*	JOHN M. CORCORAN
	John M. Corcoran, President

Date: October 17, 2012

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)*	JOHN M. CORCORAN
	John M. Corcoran, President (Principal Executive Officer)

Date: October 17, 2012

By (Signature and Title)*	DAVID L. DILORENZO
	David L. DiLorenzo, Treasurer (Principal Financial Officer and Accounting Officer)

Date: October 17, 2012

* Print name and title of each signing officer under his or her signature.