N-CSR 1 d211927dncsr.htm MFS SERIES TRUST I N-CSR MFS SERIES TRUST I N-CSR
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4777

MFS SERIES TRUST I

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Kristin V. Collins

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

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

Date of fiscal year end: August 31

Date of reporting period: August 31, 2016


Table of Contents
ITEM 1. REPORTS TO STOCKHOLDERS.


Table of Contents

ANNUAL REPORT

August 31, 2016

 

LOGO

 

MFS® CORE EQUITY FUND

 

LOGO

 

RGI-ANN

 


Table of Contents

MFS® CORE EQUITY FUND

 

CONTENTS

 

Letter from the Chairman     1   
Portfolio composition     2   
Management review     3   
Performance summary     5   
Expense table     8   
Portfolio of investments     10   
Statement of assets and liabilities     19   
Statement of operations     21   
Statements of changes in net assets     22   
Financial highlights     23   
Notes to financial statements     32   
Report of independent registered public accounting firm     44   
Trustees and officers     45   
Board review of investment advisory agreement     50   
Proxy voting policies and information     54   
Quarterly portfolio disclosure     54   
Further information     54   
Information about fund contracts and legal claims     55   
Federal tax information     55   
MFS® privacy notice     56   
Contact information    back cover   

 

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholders:

Despite the unexpected vote by the United Kingdom to leave the European Union, most markets proved resilient, with U.S. shares rallying to record highs during August.

Global interest rates remain very low, with most central banks maintaining extremely accommodative monetary policies to reinvigorate slow-growing economies against a backdrop of low inflation. This environment has favored risky assets such as equities, as investors are forced to accept greater risks in search of acceptable returns in a low-return environment. U.S. investment-grade and high-yield bonds have also benefited from low, and even negative, yields overseas.

China remains a source of concern for investors, as overcapacity in its manufacturing sector inhibits the government’s attempt to

change its domestic economy from one driven by exports to a consumer-driven model. Despite the slow-growth environment, emerging market equities have held up well, withstanding geopolitical shocks like an attempted coup in Turkey and impeachment proceedings against Brazil’s president. The U.S. Federal Reserve’s go-slow approach to rate hikes has also helped.

At MFS®, we believe it is best to view markets through a long lens and not react to short-term swings. That makes it possible to filter out market noise and focus on long-term fundamentals.

In our view, the professional guidance of a financial advisor, along with a patient, long-term approach, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Chairman

MFS Investment Management

October 17, 2016

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Chevron Corp.     2.3%   
Alphabet, Inc., “A”     2.2%   
Citigroup, Inc.     2.2%   
Broadcom Corp.     2.1%   
Aon PLC     1.8%   
SBA Communications Corp.     1.7%   
Merck & Co., Inc.     1.5%   
Procter & Gamble Co.     1.4%   
U.S. Bancorp     1.4%   
Texas Instruments, Inc.     1.3%   
Equity sectors  
Financial Services     18.1%   
Technology     16.2%   
Health Care     14.0%   
Industrial Goods & Services     7.8%   
Retailing     7.4%   
Consumer Staples     7.4%   
Utilities & Communications (s)     6.6%   
Energy     5.8%   
Leisure     5.3%   
Special Products & Services     4.0%   
Basic Materials     3.4%   
Transportation     1.8%   
Autos & Housing     1.5%   
 

 

(s) Includes securities sold short.

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

Percentages are based on net assets as of 8/31/16.

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

 

2


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2016, Class A shares of the MFS Core Equity Fund (“fund”) provided a total return of 9.09%, at net asset value. This compares with a return of 11.44% for the fund’s benchmark, the Russell 3000® Index.

Market Environment

Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. The US Federal Reserve began its long-anticipated monetary tightening cycle in the middle of the period, but the tightening cycle has proved to be more gradual than initially anticipated. Globally, central bank policy remained highly accommodative, which forced many government, and even some corporate, bond yields into negative territory. Near the end of the period, the United Kingdom voted to leave the European Union (“EU”), beginning a multi-year process of negotiation in order to achieve “Brexit”. While markets initially reacted to the whole vote with alarm, the spillover to European and EM was relatively short-lived (although risks of further hits to EU cohesiveness could re-emerge).

During the second half of the reporting period, US earnings headwinds expanded beyond the energy, materials and industrial sectors, to include most sectors of the market. The sharp rise in the US dollar also weighed on earnings early in the period, though dollar strength ebbed somewhat late in the period. US consumer spending held up well during the second half of the period amid a modest increase in real wages and falling gasoline prices. Demand for autos reached near-record territory before receding modestly late in the period, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many EM countries. That said, EM countries began to show signs of a modest upturn in activity along with adjustment in their external accounts. These improved conditions appeared to have reassured investors and contributed to record inflows into the asset class during July and August as negative yields for an increasing share of developed market bonds drove yield-hungry investors further out on the risk spectrum. Similar investor inflows were experienced in the high grade and high yield corporate markets.

Detractors from Performance

Security selection in the health care and energy sectors was a significant factor that weakened performance relative to the Russell 3000® Index. Within the health care sector, owning Canadian pharmaceutical company Valeant Pharmaceuticals (b)(h) hurt relative results. Shares of Valeant Pharmaceuticals declined throughout the period as fallout from political pressure on the company’s drug price strategy, an SEC investigation into the company’s accounting treatment of its unusual and undisclosed arrangement with online pharmacy Philidor and other legal concerns appeared to have weighed on investors’ sentiment. Also in this sector, overweighting drug-maker Endo International (h), biopharmaceutical companies Alexion Pharmaceuticals and AMAG Pharmaceuticals (h) and eye care and skin care products company Allergan hurt relative returns. Not holding diversified medical products maker Johnson & Johnson further

 

3


Table of Contents

Management Review – continued

 

hindered relative results. Within the energy sector, overweighting global integrated energy company Hess (h) held back relative performance as the decline in global oil prices negatively impacted earnings results.

Stocks in other sectors that detracted from relative returns included an underweight position in software giant Microsoft and an overweight position in financial services company American Express (h).

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

Contributors to Performance

Strong security selection in both the financial services and leisure sectors contributed positively to relative performance. Within the financial services sector, overweight positions in real estate investment trusts Medical Properties Trust and Mid-America Apartment Communities and securities exchange services provider NASDAQ supported relative returns. Shares of Medical Properties Trust rose in the latter half of the period driven by the proceeds of two asset sales that were used to help strengthen the firm’s balance sheet by reducing leverage. Underweight positions in diversified financial services firms Citigroup and Bank of America also helped relative results within the space. Stock selection in the leisure sector further benefited relative performance however, there were no individual securities within this sector that were among the fund’s top relative contributors.

Elsewhere, overweight positions in analog semiconductor manufacturer Avago Technologies (h), semiconductor company Texas Instruments, chemicals manufacturer Albemarle and software company Adobe Systems lifted relative returns. Lastly, not owning biotech firm Gilead Sciences also buoyed relative results.

Respectfully,

 

Joseph MacDougall
Portfolio Manager

 

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

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

 

4


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/16

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

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

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

5


Table of Contents

Performance Summary – continued

 

Total Returns through 8/31/16

Average annual without sales charge

 

     Share Class   Class Inception Date    1-yr    5-yr    10-yr    Life (t)     
    A   1/02/96    9.09%    13.73%    7.87%    N/A    
    B   1/02/97    8.24%    12.88%    7.08%    N/A    
    C   1/02/97    8.24%    12.88%    7.09%    N/A    
    I   1/02/97    9.36%    14.01%    8.17%    N/A    
    R1   4/01/05    8.29%    12.88%    7.08%    N/A    
    R2   10/31/03    8.82%    13.44%    7.61%    N/A    
    R3   4/01/05    9.06%    13.73%    7.88%    N/A    
    R4   4/01/05    9.36%    14.01%    8.13%    N/A    
    R6 (formerly Class R5)   1/02/13    9.46%    N/A    N/A    14.10%    
Comparative benchmark                        
     Russell 3000® Index (f)    11.44%    14.46%    7.59%    N/A     
Average annual with sales charge                        
    A

With Initial Sales Charge (5.75%)

   2.81%    12.39%    7.23%    N/A    
    B

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

   4.36%    12.63%    7.08%    N/A    
    C

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

   7.27%    12.88%    7.09%    N/A    

CDSC – Contingent Deferred Sales Charge.

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

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

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

Benchmark Definition

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

It is not possible to invest directly in an index.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class

 

6


Table of Contents

Performance Summary – continued

 

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

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

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

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

 

7


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2016 through August 31, 2016

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, 2016 through August 31, 2016.

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.

 

8


Table of Contents

Expense Table – continued

 

 

Share
Class
       Annualized
Expense
Ratio
  Beginning
Account Value
3/01/16
  Ending
Account Value
8/31/16
  Expenses
Paid During
Period (p)
3/01/16-8/31/16
 
A   Actual   1.04%   $1,000.00   $1,145.31     $5.61   
  Hypothetical (h)   1.04%   $1,000.00   $1,019.91     $5.28   
B   Actual   1.80%   $1,000.00   $1,140.95     $9.69   
  Hypothetical (h)   1.80%   $1,000.00   $1,016.09     $9.12   
C   Actual   1.79%   $1,000.00   $1,141.00     $9.63   
  Hypothetical (h)   1.79%   $1,000.00   $1,016.14     $9.07   
I   Actual   0.79%   $1,000.00   $1,146.94     $4.26   
  Hypothetical (h)   0.79%   $1,000.00   $1,021.17     $4.01   
R1   Actual   1.80%   $1,000.00   $1,141.07     $9.69   
  Hypothetical (h)   1.80%   $1,000.00   $1,016.09     $9.12   
R2   Actual   1.30%   $1,000.00   $1,144.11     $7.01   
  Hypothetical (h)   1.30%   $1,000.00   $1,018.60     $6.60   
R3   Actual   1.05%   $1,000.00   $1,145.01     $5.66   
  Hypothetical (h)   1.05%   $1,000.00   $1,019.86     $5.33   
R4   Actual   0.80%   $1,000.00   $1,146.93     $4.32   
  Hypothetical (h)   0.80%   $1,000.00   $1,021.11     $4.06   
R6 (formerly Class R5)   Actual   0.69%   $1,000.00   $1,147.70     $3.73   
  Hypothetical (h)   0.69%   $1,000.00   $1,021.67     $3.51   

 

(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Expense ratios include 0.01% of investment related expenses from short sales (See Note 2 of the Notes to Financial Statements).

 

9


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/16

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

 

Common Stocks - 99.0%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 3.8%                 
Honeywell International, Inc.      161,047      $ 18,795,795   
Leidos Holdings, Inc.      106,380        4,309,454   
Northrop Grumman Corp.      56,295        11,938,481   
Orbital ATK, Inc.      60,933        4,596,176   
Rockwell Collins, Inc.      50,101        4,192,953   
Textron, Inc.      60,927        2,488,868   
United Technologies Corp.      118,660        12,628,984   
    

 

 

 
      $ 58,950,711   
Alcoholic Beverages - 0.4%                 
Constellation Brands, Inc., “A”      42,377      $ 6,951,947   
Apparel Manufacturers - 1.9%                 
Hanesbrands, Inc.      312,656      $ 8,297,890   
NIKE, Inc., “B”      242,911        14,001,390   
PVH Corp.      61,555        6,633,167   
    

 

 

 
      $ 28,932,447   
Automotive - 0.8%                 
Delphi Automotive PLC      102,326      $ 7,230,355   
Harman International Industries, Inc.      68,897        5,834,887   
    

 

 

 
      $ 13,065,242   
Biotechnology - 1.8%                 
Alexion Pharmaceuticals, Inc. (a)      100,275      $ 12,620,612   
Celgene Corp. (a)      149,245        15,930,411   
    

 

 

 
      $ 28,551,023   
Broadcasting - 2.0%                 
Interpublic Group of Companies, Inc.      292,959      $ 6,779,071   
Time Warner, Inc.      182,331        14,296,574   
Twenty-First Century Fox, Inc.      376,578        9,241,224   
    

 

 

 
      $ 30,316,869   
Brokerage & Asset Managers - 1.3%                 
Blackstone Group LP      202,359      $ 5,548,684   
Charles Schwab Corp.      307,238        9,665,707   
NASDAQ, Inc.      62,633        4,460,096   
    

 

 

 
      $ 19,674,487   

 

10


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Business Services - 2.6%                 
Amdocs Ltd.      62,679      $ 3,768,261   
Cognizant Technology Solutions Corp., “A” (a)      129,794        7,455,367   
Fidelity National Information Services, Inc.      136,021        10,790,546   
Gartner, Inc. (a)      50,146        4,563,286   
Global Payments, Inc.      110,886        8,421,792   
Travelport Worldwide Ltd.      334,462        4,592,163   
    

 

 

 
      $ 39,591,415   
Cable TV - 1.1%                 
Charter Communications, Inc., “A” (a)      67,673      $ 17,406,172   
Chemicals - 2.1%                 
Agrium, Inc.      45,770      $ 4,410,170   
E.I. du Pont de Nemours & Co.      74,002        5,150,539   
FMC Corp.      80,560        3,781,486   
Ingevity Corp. (a)      82,073        3,642,400   
Monsanto Co.      74,715        7,957,148   
PPG Industries, Inc.      78,196        8,279,392   
    

 

 

 
             $ 33,221,135   
Computer Software - 3.8%                 
Adobe Systems, Inc. (a)      148,049      $ 15,146,893   
Akamai Technologies, Inc. (a)      182,550        10,021,995   
Microsoft Corp.      225,305        12,946,025   
Sabre Corp.      156,461        4,404,377   
Salesforce.com, Inc. (a)      202,444        16,078,102   
    

 

 

 
             $ 58,597,392   
Computer Software - Systems - 2.3%                 
Apple, Inc.      135,668      $ 14,394,375   
Hewlett Packard Enterprise      341,874        7,343,454   
NCR Corp. (a)      147,583        4,995,685   
SS&C Technologies Holdings, Inc.      259,490        8,550,196   
    

 

 

 
             $ 35,283,710   
Construction - 0.6%                 
GMS, Inc. (a)      8,161      $ 199,700   
Sherwin-Williams Co.      20,553        5,831,092   
Toll Brothers, Inc. (a)      121,537        3,778,585   
    

 

 

 
             $ 9,809,377   
Consumer Products - 2.0%                 
Estee Lauder Cos., Inc., “A”      63,130      $ 5,633,090   
Newell Brands, Inc.      82,980        4,404,578   

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Consumer Products - continued                 
Procter & Gamble Co.      243,114      $ 21,226,283   
    

 

 

 
             $ 31,263,951   
Consumer Services - 1.4%                 
Nord Anglia Education, Inc. (a)      291,316      $ 6,170,073   
Priceline Group, Inc. (a)      7,782        11,024,993   
ServiceMaster Global Holdings, Inc. (a)      134,487        5,017,710   
    

 

 

 
             $ 22,212,776   
Containers - 0.5%                 
Berry Plastics Group, Inc. (a)      102,436      $ 4,649,570   
Graphic Packaging Holding Co.      253,098        3,629,425   
    

 

 

 
             $ 8,278,995   
Electrical Equipment - 1.3%                 
AMETEK, Inc.      199,926      $ 9,746,393   
Tyco International PLC      154,218        6,736,242   
W.W. Grainger, Inc.      14,045        3,239,620   
    

 

 

 
             $ 19,722,255   
Electronics - 4.7%                 
Analog Devices, Inc.      163,229      $ 10,211,606   
Broadcom Corp.      181,180        31,963,776   
KLA-Tencor Corp.      54,586        3,780,626   
Mellanox Technologies Ltd. (a)      146,185        6,408,750   
Texas Instruments, Inc.      298,043        20,725,910   
    

 

 

 
             $ 73,090,668   
Energy - Independent - 2.3%                 
Concho Resources, Inc. (a)      35,402      $ 4,573,938   
Energen Corp.      21,299        1,224,693   
EOG Resources, Inc.      82,233        7,276,798   
EQT Corp.      22,135        1,582,653   
Memorial Resource Development Corp. (a)      70,838        1,020,067   
Noble Energy, Inc.      62,346        2,149,690   
Pioneer Natural Resources Co.      30,680        5,493,254   
Synergy Resources Corp. (a)      140,671        921,395   
Valero Energy Corp.      208,854        11,560,069   
    

 

 

 
             $ 35,802,557   
Energy - Integrated - 2.3%                 
Chevron Corp. (s)      356,828      $ 35,889,760   
Engineering - Construction - 0.2%                 
Team, Inc. (a)      77,870      $ 2,473,930   

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Food & Beverages - 3.7%                 
Archer Daniels Midland Co.      128,312      $ 5,614,933   
Coca-Cola European Partners PLC      115,712        4,449,126   
Freshpet, Inc. (a)(l)      174,649        1,835,561   
J.M. Smucker Co.      120,776        17,124,829   
Mead Johnson Nutrition Co., “A”      69,266        5,892,459   
Mondelez International, Inc.      290,043        13,057,736   
Monster Worldwide, Inc. (a)      51,571        7,936,261   
Snyders-Lance, Inc.      42,679        1,508,276   
    

 

 

 
             $ 57,419,181   
Food & Drug Stores - 1.0%                 
CVS Health Corp.      123,716      $ 11,555,074   
Kroger Co.      147,723        4,725,659   
    

 

 

 
             $ 16,280,733   
Gaming & Lodging - 0.3%                 
Marriott International, Inc., “A” (l)      70,259      $ 5,011,574   
General Merchandise - 2.0%                 
Costco Wholesale Corp.      84,254      $ 13,656,731   
Dollar Tree, Inc. (a)      93,425        7,726,248   
Five Below, Inc. (a)      59,320        2,643,299   
Target Corp.      97,158        6,819,520   
    

 

 

 
             $ 30,845,798   
Health Maintenance Organizations - 1.3%                 
Cigna Corp.      44,834      $ 5,750,409   
UnitedHealth Group, Inc.      106,013        14,423,069   
    

 

 

 
             $ 20,173,478   
Insurance - 3.3%                 
American International Group, Inc.      141,044      $ 8,438,663   
Aon PLC      247,690        27,580,282   
Chubb Ltd.      120,754        15,327,305   
    

 

 

 
             $ 51,346,250   
Internet - 4.2%                 
Alphabet, Inc., “A” (a)(s)      43,656      $ 34,481,692   
Alphabet, Inc., “C” (a)      14,924        11,447,454   
Facebook, Inc., “A” (a)      76,527        9,651,585   
LinkedIn Corp., “A” (a)      28,367        5,467,739   
LogMeIn, Inc.      45,750        3,820,125   
    

 

 

 
             $ 64,868,595   

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Machinery & Tools - 2.3%                 
Allison Transmission Holdings, Inc.      131,748      $ 3,654,690   
Illinois Tool Works, Inc.      82,195        9,768,876   
IPG Photonics Corp. (a)      58,412        5,080,676   
Roper Technologies, Inc.      72,605        12,891,018   
SPX FLOW, Inc. (a)      139,299        4,096,784   
    

 

 

 
             $ 35,492,044   
Major Banks - 2.4%                 
Bank of America Corp.      752,404      $ 12,143,801   
Goldman Sachs Group, Inc.      82,710        14,016,037   
PNC Financial Services Group, Inc.      127,029        11,445,313   
    

 

 

 
             $ 37,605,151   
Medical & Health Technology & Services - 1.5%                 
Cerner Corp. (a)      31,509      $ 2,033,591   
Healthcare Services Group, Inc.      33,847        1,366,403   
LifePoint Hospitals, Inc. (a)      53,541        3,030,421   
McKesson Corp.      54,363        10,036,497   
MEDNAX, Inc. (a)      38,740        2,547,930   
VCA, Inc. (a)      56,423        3,995,313   
    

 

 

 
             $ 23,010,155   
Medical Equipment - 4.8%                 
Abbott Laboratories      273,409      $ 11,488,646   
Cepheid, Inc. (a)      51,839        1,779,114   
CONMED Corp.      57,285        2,337,228   
Danaher Corp.      70,583        5,746,162   
DexCom, Inc. (a)      23,878        2,175,047   
Medtronic PLC      219,693        19,119,882   
NxStage Medical, Inc. (a)      89,838        2,053,697   
PerkinElmer, Inc.      86,014        4,580,246   
Steris PLC      31,641        2,236,386   
Stryker Corp.      105,288        12,177,610   
Zimmer Biomet Holdings, Inc.      79,492        10,302,958   
    

 

 

 
             $ 73,996,976   
Metals & Mining - 0.2%                 
First Quantum Minerals Ltd.      138,097      $ 1,046,732   
Lundin Mining Corp. (a)      587,621        2,222,510   
    

 

 

 
             $ 3,269,242   
Natural Gas - Distribution - 0.3%                 
New Jersey Resources Corp.      81,858      $ 2,753,703   
Sempra Energy      15,511        1,622,916   
    

 

 

 
             $ 4,376,619   

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Natural Gas - Pipeline - 0.6%                 
Cheniere Energy, Inc. (a)      131,473      $ 5,640,192   
Enterprise Products Partners LP      90,886        2,399,390   
EQT GP Holdings LP      28,158        706,484   
    

 

 

 
             $ 8,746,066   
Network & Telecom - 1.2%                 
Cisco Systems, Inc.      465,316      $ 14,629,535   
Ixia (a)      379,881        4,380,028   
    

 

 

 
             $ 19,009,563   
Oil Services - 1.2%                 
Forum Energy Technologies, Inc. (a)      104,832      $ 1,841,898   
Halliburton Co.      175,593        7,552,255   
Oil States International, Inc. (a)      49,609        1,538,871   
Schlumberger Ltd.      92,303        7,291,937   
    

 

 

 
             $ 18,224,961   
Other Banks & Diversified Financials - 7.4%                 
Bank of The Ozarks, Inc.      90,803      $ 3,557,662   
Citigroup, Inc. (s)      707,447        33,773,520   
Discover Financial Services      243,958        14,637,480   
EuroDekania Ltd.      580,280        106,800   
First Republic Bank      71,001        5,464,237   
Signature Bank (a)      29,526        3,602,467   
Texas Capital Bancshares, Inc. (a)      126,099        6,622,719   
U.S. Bancorp      480,667        21,221,448   
Visa, Inc., “A”      231,062        18,692,916   
Wintrust Financial Corp.      128,357        7,134,082   
    

 

 

 
             $ 114,813,331   
Pharmaceuticals - 4.7%                 
Allergan PLC (a)      74,164      $ 17,394,425   
Eli Lilly & Co.      217,266        16,892,432   
Merck & Co., Inc.      368,990        23,168,882   
Zoetis, Inc.      294,249        15,036,124   
    

 

 

 
             $ 72,491,863   
Pollution Control - 0.3%                 
Clean Harbors, Inc. (a)      90,237      $ 4,313,329   
Railroad & Shipping - 1.5%                 
Canadian Pacific Railway Ltd.      64,974      $ 9,948,169   
Union Pacific Corp.      132,458        12,653,713   
    

 

 

 
             $ 22,601,882   

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Real Estate - 3.7%                 
Gramercy Property Trust, Inc., REIT      1,211,439      $ 11,726,730   
Medical Properties Trust, Inc., REIT      1,334,485        20,377,586   
Mid-America Apartment Communities, Inc., REIT      20,510        1,927,735   
Store Capital Corp., REIT      145,188        4,301,920   
Sun Communities, Inc., REIT      47,431        3,629,420   
Tanger Factory Outlet Centers, Inc., REIT      298,277        12,121,977   
Washington Prime Group, Inc., REIT      281,532        3,868,250   
    

 

 

 
             $ 57,953,618   
Restaurants - 1.9%                 
Aramark      287,964      $ 10,922,475   
Domino’s Pizza, Inc.      24,518        3,667,157   
Starbucks Corp.      80,300        4,515,269   
Wingstop, Inc. (l)      91,093        2,759,207   
YUM! Brands, Inc.      92,104        8,354,754   
    

 

 

 
             $ 30,218,862   
Specialty Chemicals - 0.5%                 
A. Schulman, Inc.      116,087      $ 2,960,219   
Air Products & Chemicals, Inc.      20,895        3,251,680   
Albemarle Corp.      26,849        2,147,115   
    

 

 

 
             $ 8,359,014   
Specialty Stores - 2.5%                 
Amazon.com, Inc. (a)      18,540      $ 14,260,226   
AutoZone, Inc. (a)      5,406        4,010,171   
Lululemon Athletica, Inc. (a)      56,797        4,345,538   
Ross Stores, Inc.      91,987        5,725,271   
Tiffany & Co.      48,518        3,462,730   
Urban Outfitters, Inc. (a)      210,166        7,534,451   
    

 

 

 
             $ 39,338,387   
Telecommunications - Wireless - 1.7%                 
SBA Communications Corp. (a)      231,827      $ 26,463,052   
Telephone Services - 1.0%                 
Verizon Communications, Inc.      299,071      $ 15,650,385   
Tobacco - 1.2%                 
Philip Morris International, Inc.      114,818      $ 11,473,763   
Reynolds American, Inc.      159,011        7,882,175   
    

 

 

 
             $ 19,355,938   

 

16


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Trucking - 0.3%                 
Swift Transportation Co. (a)      272,962      $ 5,079,823   
Utilities - Electric Power - 2.8%                 
Alliant Energy Corp.      86,807      $ 3,294,326   
American Electric Power Co., Inc.      47,960        3,096,777   
Calpine Corp. (a)      205,417        2,563,604   
CMS Energy Corp.      97,232        4,080,827   
Dominion Resources, Inc.      91,815        6,809,000   
Exelon Corp.      164,295        5,586,030   
FirstEnergy Corp.      116,485        3,812,554   
NextEra Energy, Inc.      54,122        6,545,515   
Xcel Energy, Inc.      172,000        7,113,915   
    

 

 

 
      $ 42,902,548   
Total Common Stocks (Identified Cost, $1,283,865,747)      $ 1,538,305,237   
Convertible Preferred Stocks - 0.4%                 
Telephone Services - 0.4%                 
Frontier Communications Corp., 11.125%
(Identified Cost, $7,176,839)
     75,049      $ 6,776,174   
Money Market Funds - 0.7%                 
MFS Institutional Money Market Portfolio, 0.38% (v)
(Identified Cost, $10,178,267)
     10,178,267      $ 10,178,267   
Collateral for Securities Loaned - 0.1%                 
Navigator Securities Lending Prime Portfolio, 0.43%,
at Cost and Net Asset Value (j)
     1,240,870      $ 1,240,870   
Total Investments (Identified Cost, $1,302,461,723)      $ 1,556,500,548   
Securities Sold Short - (0.2)%           
Telecommunications - Wireless - (0.2)%           
Crown Castle International Corp., REIT
(Proceeds Received, $2,624,077)
     (31,700   $ (3,004,209
Other Assets, Less Liabilities - (0.0)%        (500,211
Net Assets - 100.0%      $ 1,552,996,128   

 

(a) Non-income producing security.
(j) The rate quoted is the annualized seven-day yield of the fund at period end.
(l) A portion of this security is on loan.
(s) Security or a portion of the security was pledged to cover collateral requirements for securities sold short and certain derivative transactions.

 

17


Table of Contents

Portfolio of Investments – continued

 

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

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

 

PLC   Public Limited Company
REIT   Real Estate Investment Trust

At August 31, 2016, the fund had cash collateral of $35,370 and other liquid securities with an aggregate value of $6,043,638 to cover any commitments for securities sold short. Cash collateral is comprised of “Deposits with brokers” on the Statement of Assets and Liabilities.

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/16

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, $1,292,283,456)

     $1,546,322,281   

Underlying affiliated funds, at value (identified cost, $10,178,267)

     10,178,267   

Total investments, at value, including $5,323,929 of securities on loan (identified cost, $1,302,461,723)

     $1,556,500,548   

Deposits with brokers

     35,370   

Receivables for

  

Investments sold

     1,561,468   

Fund shares sold

     2,373,148   

Interest and dividends

     2,182,218   

Other assets

     1,556   

Total assets

     $1,562,654,308   
Liabilities         

Payables for

  

Securities sold short, at value (proceeds received, $2,624,077)

     $3,004,209   

Investments purchased

     1,805,152   

Fund shares reacquired

     2,851,297   

Collateral for securities loaned, at value (c)

     1,240,870   

Payable to affiliates

  

Investment adviser

     50,369   

Shareholder servicing costs

     378,882   

Distribution and service fees

     17,342   

Payable for independent Trustees’ compensation

     76,476   

Accrued expenses and other liabilities

     233,583   

Total liabilities

     $9,658,180   

Net assets

     $1,552,996,128   
Net assets consist of         

Paid-in capital

     $1,249,926,537   

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

     253,658,687   

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

     40,052,334   

Undistributed net investment income

     9,358,570   

Net assets

     $1,552,996,128   

Shares of beneficial interest outstanding

     58,031,712   

 

19


Table of Contents

Statement of Assets and Liabilities – continued

 

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

Class A

     $959,811,945         35,918,915         $26.72   

Class B

     30,323,790         1,265,535         23.96   

Class C

     89,159,960         3,760,270         23.71   

Class I

     61,739,083         2,197,145         28.10   

Class R1

     2,934,788         123,850         23.70   

Class R2

     15,932,250         610,006         26.12   

Class R3

     77,216,632         2,901,250         26.61   

Class R4

     15,799,305         586,625         26.93   

Class R6 (formerly Class R5)

     300,078,375         10,668,116         28.13   

 

(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 $28.35 [100 / 94.25 x $26.72]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.
(c) Non-cash collateral is not included.

See Notes to Financial Statements

 

20


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/16

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

     $23,858,823   

Interest

     91,989   

Dividends from underlying affiliated funds

     34,729   

Foreign taxes withheld

     (27,999

Total investment income

     $23,957,542   

Expenses

  

Management fee

     $7,689,192   

Distribution and service fees

     3,839,642   

Shareholder servicing costs

     1,943,582   

Administrative services fee

     214,860   

Independent Trustees’ compensation

     33,110   

Custodian fee

     113,575   

Shareholder communications

     98,079   

Audit and tax fees

     54,634   

Legal fees

     12,670   

Dividend and interest expense on securities sold short

     174,007   

Miscellaneous

     215,847   

Total expenses

     $14,389,198   

Fees paid indirectly

     (16

Reduction of expenses by investment adviser and distributor

     (143,769

Net expenses

     $14,245,413   

Net investment income

     $9,712,129   
Realized and unrealized gain (loss) on investments and foreign currency   

Realized gain (loss) (identified cost basis)

  

Investments

     $47,127,411   

Securities sold short

     (241,464

Foreign currency

     3,195   

Net realized gain (loss) on investments and foreign currency

     $46,889,142   

Change in unrealized appreciation (depreciation)

  

Investments

     $64,252,982   

Securities sold short

     (315,385

Translation of assets and liabilities in foreign currencies

     (34

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

     $63,937,563   

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

     $110,826,705   

Change in net assets from operations

     $120,538,834   

See Notes to Financial Statements

 

21


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Years ended 8/31  
     2016      2015  
Change in net assets              
From operations                  

Net investment income

     $9,712,129         $6,007,217   

Net realized gain (loss) on investments and foreign currency

     46,889,142         132,457,805   

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

     63,937,563         (124,410,286

Change in net assets from operations

     $120,538,834         $14,054,736   
Distributions declared to shareholders                  

From net investment income

     $(5,821,876      $(5,098,135

From net realized gain on investments

     (119,401,189      (95,270,510

Total distributions declared to shareholders

     $(125,223,065      $(100,368,645

Change in net assets from fund share transactions

     $309,510,191         $42,386,413   

Total change in net assets

     $304,825,960         $(43,927,496
Net assets                  

At beginning of period

     1,248,170,168         1,292,097,664   

At end of period (including undistributed net investment income of $9,358,570 and $5,736,851, respectively)

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

See Notes to Financial Statements

 

22


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A   Years ended 8/31  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $27.19        $29.19        $23.82        $19.68        $17.20   
Income (loss) from investment operations                                   

Net investment income (d)

    $0.18        $0.15        $0.13        $0.18        $0.11   

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

    2.08        0.13        5.41        4.07        2.47   

Total from investment operations

    $2.26        $0.28        $5.54        $4.25        $2.58   
Less distributions declared to shareholders                                   

From net investment income

    $(0.14     $(0.13     $(0.17     $(0.11     $(0.10

From net realized gain on investments

    (2.59     (2.15                     

Total distributions declared to shareholders

    $(2.73     $(2.28     $(0.17     $(0.11     $(0.10

Net asset value, end of period (x)

    $26.72        $27.19        $29.19        $23.82        $19.68   

Total return (%) (r)(s)(t)(x)

    9.09        0.98        23.33        21.69        15.10   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

    1.07        1.05        1.05        1.11        1.15   

Expenses after expense reductions (f)

    1.05        1.04        1.04        1.11        1.15   

Net investment income

    0.70        0.52        0.49        0.81        0.61   

Portfolio turnover

    68        53        48        58        65   

Net assets at end of period (000 omitted)

    $959,812        $963,167        $1,002,028        $873,139        $686,616   
Supplemental Ratios (%):                                   

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

    1.04        1.03        1.04        1.10        1.15   

See Notes to Financial Statements

 

23


Table of Contents

Financial Highlights – continued

 

Class B    Years ended 8/31  
     2016      2015      2014      2013      2012  

Net asset value, beginning of period

     $24.70         $26.78         $21.88         $18.11         $15.86   
Income (loss) from investment operations                                       

Net investment income (loss) (d)

     $(0.02      $(0.06      $(0.06      $0.01         $(0.02

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

     1.87         0.13         4.96         3.76         2.27   

Total from investment operations

     $1.85         $0.07         $4.90         $3.77         $2.25   
Less distributions declared to shareholders                                       

From net realized gain on investments

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

Net asset value, end of period (x)

     $23.96         $24.70         $26.78         $21.88         $18.11   

Total return (%) (r)(s)(t)(x)

     8.24         0.25         22.39         20.82         14.19   
Ratios (%) (to average net assets)
and Supplemental data:
                                       

Expenses before expense reductions (f)

     1.82         1.80         1.80         1.86         1.91   

Expenses after expense reductions (f)

     1.81         1.80         1.80         1.86         1.90   

Net investment income (loss)

     (0.07      (0.23      (0.26      0.07         (0.14

Portfolio turnover

     68         53         48         58         65   

Net assets at end of period (000 omitted)

     $30,324         $34,126         $40,536         $40,495         $43,320   
Supplemental Ratios (%):                                       

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

     1.79         1.79         1.80         1.86         1.90   

See Notes to Financial Statements

 

24


Table of Contents

Financial Highlights – continued

 

Class C    Years ended 8/31  
     2016     2015     2014     2013      2012  

Net asset value, beginning of period

     $24.47        $26.55        $21.72        $17.98         $15.74   
Income (loss) from investment operations                            

Net investment income (loss) (d)

     $(0.01     $(0.06     $(0.06     $0.01         $(0.02

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

     1.84        0.13        4.92        3.73         2.26   

Total from investment operations

     $1.83        $0.07        $4.86        $3.74         $2.24   
Less distributions declared to shareholders                                    

From net investment income

     $—        $—        $(0.03     $—         $—   

From net realized gain on investments

     (2.59     (2.15                      

Total distributions declared to shareholders

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

Net asset value, end of period (x)

     $23.71        $24.47        $26.55        $21.72         $17.98   

Total return (%) (r)(s)(t)(x)

     8.24        0.26        22.38        20.80         14.23   
Ratios (%) (to average net assets)
and Supplemental data:
                                    

Expenses before expense reductions (f)

     1.82        1.80        1.80        1.86         1.90   

Expenses after expense reductions (f)

     1.81        1.80        1.80        1.86         1.90   

Net investment income (loss)

     (0.05     (0.23     (0.26     0.06         (0.14

Portfolio turnover

     68        53        48        58         65   

Net assets at end of period (000 omitted)

     $89,160        $88,020        $89,702        $78,777         $64,258   
Supplemental Ratios (%):                                    

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

     1.79        1.79        1.80        1.86         1.90   

See Notes to Financial Statements

 

25


Table of Contents

Financial Highlights – continued

 

Class I    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $28.44        $30.43        $24.82        $20.49        $17.91   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.29        $0.23        $0.21        $0.24        $0.16   

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

     2.15        0.13        5.62        4.25        2.57   

Total from investment operations

     $2.44        $0.36        $5.83        $4.49        $2.73   
Less distributions declared to shareholders                                   

From net investment income

     $(0.19     $(0.20     $(0.22     $(0.16     $(0.15

From net realized gain on investments

     (2.59     (2.15                     

Total distributions declared to shareholders

     $(2.78     $(2.35     $(0.22     $(0.16     $(0.15

Net asset value, end of period (x)

     $28.10        $28.44        $30.43        $24.82        $20.49   

Total return (%) (r)(s)(x)

     9.36        1.23        23.61        22.03        15.36   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     0.81        0.80        0.80        0.86        0.90   

Expenses after expense reductions (f)

     0.80        0.80        0.80        0.86        0.90   

Net investment income

     1.07        0.77        0.73        1.05        0.86   

Portfolio turnover

     68        53        48        58        65   

Net assets at end of period (000 omitted)

     $61,739        $49,768        $45,089        $29,812        $20,441   
Supplemental Ratios (%):                                   

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

     0.79        0.79        0.80        0.86        0.90   

See Notes to Financial Statements

 

26


Table of Contents

Financial Highlights – continued

 

Class R1    Years ended 8/31  
     2016      2015     2014     2013      2012  

Net asset value, beginning of period

     $24.45         $26.54        $21.69        $17.95         $15.72   
Income (loss) from investment operations                                     

Net investment income (loss) (d)

     $(0.02      $(0.06     $(0.06     $0.02         $(0.02

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

     1.86         0.12        4.91        3.72         2.25   

Total from investment operations

     $1.84         $0.06        $4.85        $3.74         $2.23   
Less distributions declared to shareholders                                     

From net investment income

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

From net realized gain on investments

     (2.59      (2.15                      

Total distributions declared to shareholders

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

Net asset value, end of period (x)

     $23.70         $24.45        $26.54        $21.69         $17.95   

Total return (%) (r)(s)(x)

     8.29         0.22        22.38        20.84         14.19   
Ratios (%) (to average net assets)
and Supplemental data:
                                     

Expenses before expense reductions (f)

     1.82         1.80        1.80        1.86         1.90   

Expenses after expense reductions (f)

     1.81         1.80        1.80        1.86         1.90   

Net investment income (loss)

     (0.09      (0.23     (0.26     0.08         (0.14

Portfolio turnover

     68         53        48        58         65   

Net assets at end of period (000 omitted)

     $2,935         $3,625        $4,132        $3,839         $4,098   
Supplemental Ratios (%):                                     

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

     1.80         1.79        1.80        1.85         1.90   

See Notes to Financial Statements

 

27


Table of Contents

Financial Highlights – continued

 

Class R2    Years ended 8/31  
     2016      2015      2014      2013      2012  

Net asset value, beginning of period

     $26.62         $28.59         $23.35         $19.28         $16.86   
Income (loss) from investment operations                                       

Net investment income (d)

     $0.11         $0.07         $0.06         $0.12         $0.06   

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

     2.04         0.14         5.29         4.00         2.42   

Total from investment operations

     $2.15         $0.21         $5.35         $4.12         $2.48   
Less distributions declared to shareholders                                       

From net investment income

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

From net realized gain on investments

     (2.59      (2.15                        

Total distributions declared to shareholders

     $(2.65      $(2.18      $(0.11      $(0.05      $(0.06

Net asset value, end of period (x)

     $26.12         $26.62         $28.59         $23.35         $19.28   

Total return (%) (r)(s)(x)

     8.82         0.75         22.96         21.44         14.74   
Ratios (%) (to average net assets)
and Supplemental data:
                                       

Expenses before expense reductions (f)

     1.32         1.30         1.30         1.36         1.40   

Expenses after expense reductions (f)

     1.31         1.30         1.30         1.36         1.40   

Net investment income

     0.46         0.27         0.24         0.56         0.36   

Portfolio turnover

     68         53         48         58         65   

Net assets at end of period (000 omitted)

     $15,932         $16,332         $19,434         $19,625         $17,369   
Supplemental Ratios (%):                                       

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

     1.29         1.29         1.30         1.36         1.40   

See Notes to Financial Statements

 

28


Table of Contents

Financial Highlights – continued

 

Class R3    Years ended 8/31  
     2016      2015      2014      2013      2012  

Net asset value, beginning of period

     $27.10         $29.10         $23.75         $19.63         $17.16   
Income (loss) from investment operations                                       

Net investment income (d)

     $0.18         $0.15         $0.13         $0.18         $0.11   

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

     2.06         0.13         5.39         4.05         2.47   

Total from investment operations

     $2.24         $0.28         $5.52         $4.23         $2.58   
Less distributions declared to shareholders                                       

From net investment income

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

From net realized gain on investments

     (2.59      (2.15                        

Total distributions declared to shareholders

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

Net asset value, end of period (x)

     $26.61         $27.10         $29.10         $23.75         $19.63   

Total return (%) (r)(s)(x)

     9.06         0.99         23.32         21.68         15.12   
Ratios (%) (to average net assets)
and Supplemental data:
                                       

Expenses before expense reductions (f)

     1.07         1.05         1.05         1.11         1.15   

Expenses after expense reductions (f)

     1.06         1.05         1.05         1.11         1.15   

Net investment income

     0.71         0.52         0.49         0.81         0.61   

Portfolio turnover

     68         53         48         58         65   

Net assets at end of period (000 omitted)

     $77,217         $65,775         $68,977         $58,381         $46,833   
Supplemental Ratios (%):                                       

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

     1.04         1.04         1.05         1.10         1.15   

See Notes to Financial Statements

 

29


Table of Contents

Financial Highlights – continued

 

Class R4    Years ended 8/31  
     2016      2015      2014      2013      2012  

Net asset value, beginning of period

     $27.39         $29.40         $23.99         $19.81         $17.32   
Income (loss) from investment operations                                       

Net investment income (d)

     $0.23         $0.22         $0.20         $0.23         $0.16   

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

     2.11         0.12         5.44         4.11         2.48   

Total from investment operations

     $2.34         $0.34         $5.64         $4.34         $2.64   
Less distributions declared to shareholders                                       

From net investment income

     $(0.21      $(0.20      $(0.23      $(0.16      $(0.15

From net realized gain on investments

     (2.59      (2.15                        

Total distributions declared to shareholders

     $(2.80      $(2.35      $(0.23      $(0.16      $(0.15

Net asset value, end of period (x)

     $26.93         $27.39         $29.40         $23.99         $19.81   

Total return (%) (r)(s)(x)

     9.36         1.22         23.62         22.03         15.36   
Ratios (%) (to average net assets)
and Supplemental data:
                                       

Expenses before expense reductions (f)

     0.82         0.80         0.81         0.86         0.91   

Expenses after expense reductions (f)

     0.81         0.80         0.80         0.86         0.90   

Net investment income

     0.90         0.76         0.72         1.04         0.86   

Portfolio turnover

     68         53         48         58         65   

Net assets at end of period (000 omitted)

     $15,799         $21,159         $19,706         $6,165         $1,871   
Supplemental Ratios (%):                                       

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

     0.79         0.79         0.80         0.86         0.90   

See Notes to Financial Statements

 

30


Table of Contents

Financial Highlights – continued

 

Class R6 (formerly Class R5)    Years ended 8/31  
     2016     2015     2014     2013 (i)  

Net asset value, beginning of period

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

Net investment income (d)

     $0.58        $0.24        $0.23        $0.22   

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

     1.89        0.15        5.64        3.60   

Total from investment operations

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

From net investment income

     $(0.24     $(0.22     $(0.24     $—   

From net realized gain on investments

     (2.59     (2.15              

Total distributions declared to shareholders

     $(2.83     $(2.37     $(0.24     $—   

Net asset value, end of period (x)

     $28.13        $28.49        $30.47        $24.84   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     0.70        0.71        0.71        0.76 (a) 

Expenses after expense reductions (f)

     0.69        0.70        0.71        0.76 (a) 

Net investment income

     2.10        0.82        0.80        1.39 (a) 

Portfolio turnover

     68        53        48        58   

Net assets at end of period (000 omitted)

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

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

     0.68        0.69        0.71        0.75 (a) 

 

(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, January 2, 2013, through the stated period end.
(n) Not annualized.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(w) Per share amount was less than $0.01.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

31


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

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

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Equity securities held short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. 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,

 

32


Table of Contents

Notes to Financial Statements – continued

 

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 unobservable inputs, which may include the adviser’s own assumptions in determining

 

33


Table of Contents

Notes to Financial Statements – continued

 

the fair value of investments. The following is a summary of the levels used as of August 31, 2016 in valuing the fund’s assets or liabilities:

 

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

United States

     $1,516,727,831         $—         $—         $1,516,727,831   

Canada

     17,627,581                         17,627,581   

Hong Kong

     6,170,073                         6,170,073   

Cayman Islands

     4,449,126                 106,800         4,555,926   
Mutual Funds      11,419,137                         11,419,137   
Total Investments      $1,556,393,748         $—         $106,800         $1,556,500,548   
Short Sales      $(3,004,209      $—         $—         $(3,004,209

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 8/31/15      $202,674   

Change in unrealized appreciation (depreciation)

     (95,874
Balance as of 8/31/16      $106,800   

The net change in unrealized appreciation (depreciation) from investments still held as level 3 at August 31, 2016 is $(95,874). At August 31, 2016, the fund held one level 3 security.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign 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.

Short Sales – The fund entered into short sales whereby it sells a security it does not own in anticipation of a decline in the value of that security. The fund will realize a gain if the security price decreases and a loss if the security price increases between the date of the short sale and the date on which the fund replaces the borrowed security. Losses from short sales can exceed the proceeds of the security sold; and they can also exceed the potential loss from an ordinary buy and sell transaction. The amount of any premium, dividends, or interest the fund may be required to pay in connection with a short sale will be recognized as a fund expense. During the year ended August 31, 2016, this expense amounted to $174,007. The fund segregates cash or marketable

 

34


Table of Contents

Notes to Financial Statements – continued

 

securities in an amount that, when combined with the amount of proceeds from the short sale deposited with the broker, at least equals the current market value of the security sold short.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. At period end, the fund had investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $5,323,929. The fair value of the fund’s investment securities on loan and a related liability of $1,240,870 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. Additionally, these loans were collateralized by U.S. Treasury Obligations of $4,267,347. The collateral received on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is included in “Interest” income in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.

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

 

35


Table of Contents

Notes to Financial Statements – continued

 

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. 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 – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended August 31, 2016, is shown as a reduction of total expenses in the Statement of Operations.

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

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

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

 

36


Table of Contents

Notes to Financial Statements – continued

 

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

 

     8/31/16      8/31/15  
Ordinary income (including any
short-term capital gains)
     $31,546,985         $40,341,379   
Long-term capital gains      93,676,080         60,027,266   
Total distributions      $125,223,065         $100,368,645   

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

 

As of 8/31/16       
Cost of investments      $1,307,805,202   
Gross appreciation      270,300,950   
Gross depreciation      (21,605,604
Net unrealized appreciation (depreciation)      $248,695,346   
Undistributed ordinary income      9,435,240   
Undistributed long-term capital gain      45,591,036   
Other temporary differences      (652,031

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     From net investment
income
     From net realized gain on
investments
 
     Year
ended
8/31/16
     Year
ended
8/31/15
     Year
ended
8/31/16
     Year
ended
8/31/15
 
Class A      $4,837,428         $4,295,674         $90,892,526         $73,002,676   
Class B                      3,440,854         3,135,634   
Class C                      9,325,733         7,201,066   
Class I      201,876         325,586         2,740,510         3,509,320   
Class R1                      335,219         336,539   
Class R2      34,231         18,884         1,562,467         1,366,894   
Class R3      378,052         301,920         6,813,962         5,094,315   
Class R4      159,292         137,694         1,970,391         1,445,918   
Class R6 (formerly Class R5)      210,997         18,377         2,319,527         178,148   
Total      $5,821,876         $5,098,135         $119,401,189         $95,270,510   

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

 

37


Table of Contents

Notes to Financial Statements – continued

 

(3) Transactions with Affiliates

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

 

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

The investment adviser has agreed in writing to reduce its management fee to 0.50% of average daily net assets in excess of $2.5 billion. This written agreement will terminate on December 28, 2016. For the year ended August 31, 2016, the fund’s average daily net assets did not exceed $2.5 billion and therefore, the management fee was not reduced in accordance with this agreement. MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2016, this management fee reduction amounted to $93,430, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.58% of the fund’s average daily net assets.

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

 

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

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $245,837 for the year ended August 31, 2016, as its portion of the initial sales charge on sales of Class A shares of the fund.

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

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A              0.25%         0.25%         0.24%         $2,362,597   
Class B      0.75%         0.25%         1.00%         1.00%         314,685   
Class C      0.75%         0.25%         1.00%         1.00%         867,796   
Class R1      0.75%         0.25%         1.00%         1.00%         31,546   
Class R2      0.25%         0.25%         0.50%         0.50%         80,112   
Class R3              0.25%         0.25%         0.25%         182,906   
Total Distribution and Service Fees         $3,839,642   

 

38


Table of Contents

Notes to Financial Statements – 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’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2016 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2016, this rebate amounted to $47,913, $354, and $2,072 for Class A, Class B, and Class C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2016, were as follows:

 

     Amount  
Class A      $2,318   
Class B      31,588   
Class C      5,410   

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2016, the fee was $423,419, which equated to 0.0324% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2016, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,520,163.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.0164% of the fund’s average daily net assets.

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

 

39


Table of Contents

Notes to Financial Statements – continued

 

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 $4,551 and the Retirement Deferral plan resulted in an expense of $823. Both amounts are included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2016. The liability for deferred retirement benefits payable to certain independent Trustees under both plans amounted to $76,390 at August 31, 2016, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2016, the fee paid by the fund under this agreement was $3,355 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.

The fund is permitted to engage in purchase and sale transactions (“cross-trades”) with funds and accounts for which MFS serves as investment adviser or sub-adviser pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction. During the year ended August 31, 2016, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $3,072,129 and $4,465,321, respectively. The sales transactions resulted in net realized gains (losses) of $712,392.

On September 9, 2015, MFS redeemed 5,198 shares of Class R6 for an aggregate amount of $145,960.

 

40


Table of Contents

Notes to Financial Statements – continued

 

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

(4) Portfolio Securities

For the year ended August 31, 2016, purchases and sales of investments, other than short sales, and short-term obligations, aggregated $1,088,984,375 and $884,893,207, respectively.

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/16
     Year ended
8/31/15
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     3,602,883         $91,608,281         3,965,636         $112,014,177   

Class B

     99,638         2,294,543         144,954         3,744,055   

Class C

     444,615         10,149,560         483,286         12,349,102   

Class I

     1,937,682         51,360,121         537,955         15,955,057   

Class R1

     18,909         430,724         33,450         848,942   

Class R2

     110,868         2,776,509         93,037         2,598,442   

Class R3

     645,573         16,350,991         370,484         10,502,693   

Class R4

     139,594         3,632,945         227,230         6,506,590   

Class R6 (formerly Class R5)

     13,414,972         362,811,859         148,888         4,468,849   
     20,414,734         $541,415,533         6,004,920         $168,987,907   
Shares issued to shareholders in reinvestment of distributions            

Class A

     3,680,296         $91,308,144         2,710,275         $73,340,043   

Class B

     149,513         3,344,607         123,687         3,056,300   

Class C

     384,993         8,519,904         267,888         6,557,903   

Class I

     100,168         2,608,371         127,373         3,598,289   

Class R1

     15,155         335,219         13,757         336,495   

Class R2

     61,784         1,500,738         49,416         1,311,498   

Class R3

     291,057         7,192,014         200,083         5,396,235   

Class R4

     85,323         2,129,683         58,200         1,583,612   

Class R6 (formerly Class R5)

     19,790         515,529         6,949         196,525   
     4,788,079         $117,454,209         3,557,628         $95,376,900   

 

41


Table of Contents

Notes to Financial Statements – continued

 

     Year ended
8/31/16
    Year ended
8/31/15
 
     Shares     Amount     Shares      Amount  
Shares reacquired          

Class A

     (6,784,949     $(173,381,880     (5,587,471      $(158,712,829

Class B

     (365,426     (8,386,396     (400,550      (10,367,317

Class C

     (666,933     (15,103,026     (532,303      (13,614,273

Class I

     (1,590,445     (42,872,281     (397,463      (11,692,783

Class R1

     (58,470     (1,365,455     (54,672      (1,395,060

Class R2

     (176,105     (4,439,122     (208,631      (5,735,645

Class R3

     (462,335     (11,719,670     (514,010      (14,579,521

Class R4

     (410,675     (10,249,449     (183,408      (5,295,081

Class R6 (formerly Class R5)

     (2,984,209     (81,842,272     (20,075      (585,885
     (13,499,547     $(349,359,551     (7,898,583      $(221,978,394
Net change          

Class A

     498,230        $9,534,545        1,088,440         $26,641,391   

Class B

     (116,275     (2,747,246     (131,909      (3,566,962

Class C

     162,675        3,566,438        218,871         5,292,732   

Class I

     447,405        11,096,211        267,865         7,860,563   

Class R1

     (24,406     (599,512     (7,465      (209,623

Class R2

     (3,453     (161,875     (66,178      (1,825,705

Class R3

     474,295        11,823,335        56,557         1,319,407   

Class R4

     (185,758     (4,486,821     102,022         2,795,121   

Class R6 (formerly Class R5)

     10,450,553        281,485,116        135,762         4,079,489   
     11,703,266        $309,510,191        1,663,965         $42,386,413   

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

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2016, the fund’s commitment fee and interest expense were $5,778 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

42


Table of Contents

Notes to Financial Statements – 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
     12,260,098         70,006,630         (72,088,461     10,178,267   
Underlying Affiliated Fund    Realized
Gain (Loss)
     Capital Gain
Distributions
     Dividend
Income
    Ending
Value
 
MFS Institutional Money
Market Portfolio
     $—         $—         $34,729        $10,178,267   

 

43


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Core Equity Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2016, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Core Equity Fund (one of the series constituting the MFS Series Trust I) at August 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2016

 

44


Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2016, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 52)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director   N/A

Robin A. Stelmach (k)

(age 55)

  Trustee and
President
  January 2014  

Massachusetts Financial

Services Company,

Executive Vice President and Chief Operating Officer

  N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 74)
  Trustee and Chair of Trustees   January 2004   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman

Steven E. Buller

(age 65)

  Trustee   February 2014   Chairman, Financial Accounting Standards Advisory Council (until 2015); Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A
Robert E. Butler
(age 74)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A

 

45


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Maureen R. Goldfarb

(age 61)

  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 75)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman (until 2014)   Texas Donuts, Vice Chairman (until 2010)
Michael Hegarty
(age 71)
  Trustee   December 2004   Private investor   Rouse Properties Inc., Director; Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 61)

  Trustee   January 2009   Private investor   N/A

Maryanne L. Roepke

(age 60)

  Trustee   May 2014   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 59)
  Trustee   March 2005   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Robert W. Uek
(age 75)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS
Christopher R. Bohane (k)
(age 42)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

Kino Clark (k)

(age 48)

 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A

Kristin V. Collins (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  September 2015   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

 

46


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Thomas H. Connors (k)

(age 57)

 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

  N/A
Ethan D. Corey (k)
(age 52)
  Assistant
Secretary and Assistant Clerk
  July 2005  

Massachusetts Financial Services Company,

Senior Vice President and Associate General Counsel

  N/A
David L. DiLorenzo (k)
(age 48)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A

Brian E. Langenfeld (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Susan A. Pereira (k)
(age 45)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kasey L. Phillips (k)

(age 45)

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

 

47


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Mark N. Polebaum (k)
(age 64)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A

Matthew A. Stowe (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  October 2014   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A
Frank L. Tarantino
(age 72)
 

Independent

Senior Officer

  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel (k)
(age 46)
  Assistant
Secretary and Assistant Clerk
  October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A

Martin J. Wolin (k)

(age 49)

  Chief Compliance Officer   July 2015   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)   N/A
James O. Yost (k)
(age 56)
  Deputy Treasurer   September 1990   Massachusetts Financial Services Company, Senior Vice President   N/A

 

(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

48


Table of Contents

Trustees and Officers – continued

 

Each Trustee (except Ms. Stelmach, Mr. Buller and Ms. Roepke) has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of October 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.

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

 

 

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

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

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

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Manager  

Joseph MacDougall

 

 

49


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2016 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2015 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and

 

50


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2015, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 3rd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for each of the one- and five-year periods ended December 31, 2015 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

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

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

 

51


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $500 million. The Trustees also noted that MFS has agreed in writing to further reduce its advisory fee rate on the Fund’s average daily net assets over $2.5 billion, which may not be changed without the Trustees’ approval (the “management fee waiver rate”). They also noted that MFS has agreed to amend its contractual advisory fee rate schedule to reflect the existing management fee waiver rate effective as of December 29, 2016. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

52


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

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

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

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2016.

 

53


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

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

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

54


Table of Contents

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2016 income tax forms in January 2017. The following information is provided pursuant to provisions of the Internal Revenue Code.

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

The fund designates $105,683,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 51.81% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

55


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

56


Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

57


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2016

 

LOGO

 

MFS® LOW VOLATILITY GLOBAL EQUITY FUND

 

LOGO

 

LVO-ANN

 


Table of Contents

MFS® LOW VOLATILITY GLOBAL EQUITY FUND

 

CONTENTS

 

Letter from the Chairman     1   
Portfolio composition     2   
Management review     4   
Performance summary     6   
Expense table     9   
Portfolio of investments     11   
Statement of assets and liabilities     16   
Statement of operations     18   
Statements of changes in net assets     19   
Financial highlights     20   
Notes to financial statements     26   
Report of independent registered public accounting firm     37   
Trustees and officers     38   
Board review of investment advisory agreement     43   
Proxy voting policies and information     47   
Quarterly portfolio disclosure     47   
Further information     47   
Information about fund contracts and legal claims     48   
Federal tax information     48   
MFS® privacy notice     49   
Contact information    back cover   

 

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholders:

Despite the unexpected vote by the United Kingdom to leave the European Union, most markets proved resilient, with U.S. shares rallying to record highs during August.

Global interest rates remain very low, with most central banks maintaining extremely accommodative monetary policies to reinvigorate slow-growing economies against a backdrop of low inflation. This environment has favored risky assets such as equities, as investors are forced to accept greater risks in search of acceptable returns in a low-return environment. U.S. investment-grade and high-yield bonds have also benefited from low, and even negative, yields overseas.

China remains a source of concern for investors, as overcapacity in its manufacturing sector inhibits the government’s attempt to

change its domestic economy from one driven by exports to a consumer-driven model. Despite the slow-growth environment, emerging market equities have held up well, withstanding geopolitical shocks like an attempted coup in Turkey and impeachment proceedings against Brazil’s president. The U.S. Federal Reserve’s go-slow approach to rate hikes has also helped.

At MFS®, we believe it is best to view markets through a long lens and not react to short-term swings. That makes it possible to filter out market noise and focus on long-term fundamentals.

In our view, the professional guidance of a financial advisor, along with a patient, long-term approach, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Chairman

MFS Investment Management

October 17, 2016

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR     3.4%   
General Mills, Inc.     3.3%   
Johnson & Johnson     2.6%   
Fisher & Paykel Healthcare Corp. Ltd.     2.5%   
Roche Holding AG     2.3%   
Validus Holdings Ltd.     2.2%   
Ross Stores, Inc.     2.0%   
Exxon Mobil Corp.     2.0%   
McDonald’s Corp.     1.8%   
Lawson, Inc.     1.8%   
Equity sectors  
Financial Services     18.3%   
Utilities & Communications     15.5%   
Health Care     14.2%   
Consumer Staples     13.7%   
Retailing     9.1%   
Technology     7.9%   
Energy     4.2%   
Leisure     3.7%   
Autos & Housing     2.8%   
Industrial Goods & Services     2.8%   
Basic Materials     2.7%   
Transportation     2.2%   
Special Products & Services     0.8%   
Issuer country weightings (x)   
United States     50.2%   
Japan     10.2%   
Canada     6.6%   
Switzerland     5.9%   
Hong Kong     4.2%   
United Kingdom     3.6%   
Taiwan     3.4%   
New Zealand     2.5%   
Israel     2.2%   
Other Countries     11.2%   
Currency exposure weightings (y)   
United States Dollar     58.2%   
Japanese Yen     10.2%   
Swiss Franc     5.9%   
British Pound Sterling     4.2%   
Hong Kong Dollar     3.7%   
Taiwan Dollar     3.4%   
Euro     2.6%   
New Zealand Dollar     2.5%   
Israeli Shekel     2.2%   
Other Currencies     7.1%   
 

 

2


Table of Contents

Portfolio Composition – continued

 

 

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

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

Percentages are based on net assets as of 8/31/16.

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

 

3


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2016, Class A shares of the MFS Low Volatility Global Equity Fund (“fund”) provided a total return of 12.12%, at net asset value. This compares with a return of 7.86% for the fund’s benchmark, the MSCI All Country World Index.

Market Environment

Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. The US Federal Reserve began its long-anticipated monetary tightening cycle in the middle of the period, but the tightening cycle has proved to be more gradual than initially anticipated. Globally, central bank policy remained highly accommodative, which forced many government, and even some corporate, bond yields into negative territory. Near the end of the period, the United Kingdom voted to leave the European Union (“EU”), beginning a multi-year process of negotiation in order to achieve “Brexit”. While markets initially reacted to the vote with alarm, the spillover to European and EM was relatively short-lived (although risks of further hits to EU cohesiveness could re-emerge).

During the second half of the reporting period, US earnings headwinds expanded beyond the energy, materials and industrial sectors, to include most sectors of the market. The sharp rise in the US dollar also weighed on earnings early in the period, though dollar strength ebbed somewhat late in the period. US consumer spending held up well during the second half of the period amid a modest increase in real wages and falling gasoline prices. Demand for autos reached near-record territory before receding modestly late in the period, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many EM countries. That said, EM countries began to show signs of a modest upturn in activity along with adjustment in their external accounts. These improved conditions appeared to have reassured investors and contributed to record inflows into the asset class during July and August as negative yields for an increasing share of developed market bonds drove yield-hungry investors further out on the risk spectrum. Similar investor inflows were experienced in the high grade and high yield corporate markets.

Contributors to Performance

Stock selection and, to a lesser extent, the fund’s underweight position in the financial services sector contributed to performance relative to the MSCI All Country World Index. The fund’s overweight position in financial services company Credicorp (Peru) bolstered relative results. Shares of Credicorp appreciated as the company reported strong earnings results during the period driven by better loan growth, control in asset quality and lower-than-anticipated provision expenses.

Strong security selection in the health care sector also supported relative performance. The fund’s holdings of medical devices maker Fisher & Paykel Healthcare (b) (New Zealand) and an overweight position in shares of diversified medical products maker Johnson & Johnson aided relative returns. Shares of Fisher & Paykel Healthcare appreciated following improved revenue and earnings results, driven by strong growth in the company’s Respiratory and Acute Care division.

 

4


Table of Contents

Management Review – continued

 

Elsewhere, overweight positions in semiconductor manufacturer Taiwan Semiconductor (Taiwan), global food company General Mills, discount retailer Ross Stores, semiconductor assembly and test services company Siliconware Precision Industries (h) (Taiwan), defense company Lockheed Martin, fast food restaurant McDonald’s and convenience store operator FamilyMart (Japan) boosted relative performance. Shares of Taiwan Semiconductor rose after cost reductions and expense controls helped the company deliver net income and operating margins that were better than expected.

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

Detractors from Performance

Security selection in the transportation sector detracted from relative performance. However, there were no individual securities within this sector that were among the fund’s top relative detractors during the reporting period.

Other top relative detractors for the period included the fund’s overweight positions in mobile telecommunication services provider Advanced Info Services (h) (Thailand), hotel and restaurant operator Whitbread (United Kingdom), independent oil and gas company Cabot Oil & Gas (h), diagnostics and pharmaceuticals company Roche Holding (Switzerland), generic drug manufacturer Teva Pharmaceutical Industries (Israel), pharmacy benefits management and clinic healthcare account administration services company Express Scripts, automobile auctioneer USS (Japan) and wireless communications tower owner and operator SBA Communications. Shares of Advanced Info Services slumped early in the period following disappointing earnings results, driven by weak consumer sentiment, higher depreciation costs and higher marketing expenses. Not owning shares of software giant Microsoft and internet retailer Amazon was another area of relative weakness as both companies performed well over the reporting period.

Respectfully,

 

James Fallon    Matthew Krummell    Jonathan Sage    John Stocks
Portfolio Manager    Portfolio Manager    Portfolio Manager    Portfolio Manager

 

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

Note to Shareholders: Effective September 15, 2015, Matthew Krummell and John Stocks became Portfolio Managers of the Fund.

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

 

5


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/16

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

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

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

 

LOGO

 

6


Table of Contents

Performance Summary – continued

 

Total Returns through 8/31/16

Average annual without sales charge

 

     Share Class    Class Inception Date    1-yr    Life (t)     
    A    12/05/13    12.12%    7.86%    
    B    12/05/13    11.16%    6.98%    
    C    12/05/13    11.22%    6.97%    
    I    12/05/13    12.34%    8.07%    
    R1    12/05/13    11.24%    6.99%    
    R2    12/05/13    11.83%    7.54%    
    R3    12/05/13    12.05%    7.81%    
    R4    12/05/13    12.32%    8.06%    
    R6 (formerly Class R5)    12/05/13    12.37%    8.08%    
Comparative benchmark              
     MSCI All Country World Index (f)    7.86%    4.55%     
Average annual with sales charge              
    A

With Initial Sales Charge (5.75%)

   5.67%    5.55%    
    B

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

   7.16%    6.00%    
    C

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

   10.22%    6.97%    

CDSC – Contingent Deferred Sales Charge.

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

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

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

Benchmark Definition

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

It is not possible to invest directly in an index.

Notes to Performance Summary

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

 

7


Table of Contents

Performance Summary – continued

 

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

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

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

 

8


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2016 through August 31, 2016

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, 2016 through August 31, 2016.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

9


Table of Contents

Expense Table – continued

 

 

Share
Class
      

Annualized
Expense

Ratio

  Beginning
Account Value
3/01/16
 

Ending

Account Value
8/31/16

 

Expenses

Paid During

Period (p)

3/01/16-8/31/16

 
A   Actual   1.19%   $1,000.00   $1,110.24     $6.31   
  Hypothetical (h)   1.19%   $1,000.00   $1,019.15     $6.04   
B   Actual   1.96%   $1,000.00   $1,105.69     $10.37   
  Hypothetical (h)   1.96%   $1,000.00   $1,015.28     $9.93   
C   Actual   1.99%   $1,000.00   $1,105.01     $10.53   
  Hypothetical (h)   1.99%   $1,000.00   $1,015.13     $10.08   
I   Actual   0.97%   $1,000.00   $1,111.31     $5.15   
  Hypothetical (h)   0.97%   $1,000.00   $1,020.26     $4.93   
R1   Actual   1.99%   $1,000.00   $1,105.39     $10.53   
  Hypothetical (h)   1.99%   $1,000.00   $1,015.13     $10.08   
R2   Actual   1.49%   $1,000.00   $1,108.72     $7.90   
  Hypothetical (h)   1.49%   $1,000.00   $1,017.65     $7.56   
R3   Actual   1.24%   $1,000.00   $1,109.81     $6.58   
  Hypothetical (h)   1.24%   $1,000.00   $1,018.90     $6.29   
R4   Actual   0.99%   $1,000.00   $1,111.17     $5.25   
  Hypothetical (h)   0.99%   $1,000.00   $1,020.16     $5.03   
R6 (formerly Class R5)   Actual   1.00%   $1,000.00   $1,111.59     $5.31   
  Hypothetical (h)   1.00%   $1,000.00   $1,020.11     $5.08   

 

(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For Class A and Class B shares, this rebate reduced the expense ratios above by 0.05% and 0.03%, respectively. See Note 3 in the Notes to Financial Statements for additional information.

 

10


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/16

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

 

Common Stocks - 97.9%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 1.9%                 
Leidos Holdings, Inc.      3,311      $ 134,125   
Lockheed Martin Corp.      4,600        1,117,662   
    

 

 

 
      $ 1,251,787   
Airlines - 1.5%                 
Japan Airlines Corp.      18,400      $ 559,656   
Singapore Airlines Ltd.      55,300        426,181   
    

 

 

 
      $ 985,837   
Automotive - 2.4%                 
Kia Motors Corp.      20,625      $ 775,981   
USS Co. Ltd.      50,400        805,699   
    

 

 

 
      $ 1,581,680   
Business Services - 0.8%                 
Forrester Research, Inc.      13,658      $ 559,705   
Cable TV - 0.6%                 
Charter Communications, Inc., “A” (a)      1,458      $ 375,012   
Chemicals - 0.6%                 
Monsanto Co.      3,446      $ 366,999   
Computer Software - 1.1%                 
Adobe Systems, Inc. (a)      6,985      $ 714,635   
Computer Software - Systems - 1.9%                 
EMC Corp.      11,330      $ 328,457   
NICE Systems Ltd., ADR      13,671        935,507   
    

 

 

 
      $ 1,263,964   
Construction - 0.4%                 
Owens Corning      5,437      $ 298,600   
Consumer Products - 3.4%                 
Colgate-Palmolive Co.      6,176      $ 459,124   
Kimberly-Clark Corp.      6,128        784,752   
Procter & Gamble Co.      11,803        1,030,520   
    

 

 

 
      $ 2,274,396   

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Electronics - 4.3%                 
Kyocera Corp.      11,800      $ 560,661   
Taiwan Semiconductor Manufacturing Co. Ltd., ADR      78,472        2,255,285   
    

 

 

 
      $ 2,815,946   
Energy - Independent - 1.1%                 
China Shenhua Energy Co. Ltd.      157,500      $ 283,021   
Occidental Petroleum Corp.      6,059        465,634   
    

 

 

 
      $ 748,655   
Energy - Integrated - 3.0%                 
Exxon Mobil Corp.      14,839      $ 1,293,070   
Royal Dutch Shell PLC, “B”      28,135        717,481   
    

 

 

 
      $ 2,010,551   
Food & Beverages - 8.3%                 
Chr. Hansen Holding A.S.      12,991      $ 787,805   
General Mills, Inc.      30,909        2,188,975   
Mondelez International, Inc.      9,662        434,983   
Nestle S.A.      7,102        565,387   
Pinnacle Foods, Inc.      6,453        326,844   
Sligro Food Group N.V.      9,803        367,080   
Toyo Suisan Kaisha Ltd.      19,300        789,982   
    

 

 

 
      $ 5,461,056   
Food & Drug Stores - 6.0%                 
CVS Health Corp.      6,266      $ 585,244   
Dairy Farm International Holdings Ltd.      79,900        572,883   
FamilyMart Co. Ltd.      9,300        666,051   
Kroger Co.      17,626        563,856   
Lawson, Inc.      16,600        1,164,800   
METRO, Inc., “A”      12,790        434,396   
    

 

 

 
      $ 3,987,230   
Gaming & Lodging - 0.6%                 
Paddy Power PLC      3,112      $ 374,325   
Insurance - 6.1%                 
Beazley PLC      81,899      $ 418,998   
Intact Financial Corp.      9,428        684,274   
Swiss Life Holding AG      1,525        381,424   
Travelers Cos., Inc.      2,824        335,237   
Validus Holdings Ltd.      29,185        1,482,306   
XL Group Ltd.      8,371        286,539   
Zurich Insurance Group AG      1,617        413,313   
    

 

 

 
      $ 4,002,091   

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Internet - 0.6%                 
Alphabet, Inc., “A” (a)      504      $ 398,084   
Machinery & Tools - 0.9%                 
Schindler Holding AG      3,084      $ 582,591   
Major Banks - 4.1%                 
Bank of Nova Scotia      6,356      $ 338,266   
BOC Hong Kong Holdings Ltd.      234,000        818,957   
HSBC Holdings PLC, ADR      20,292        754,862   
Royal Bank of Canada      7,822        485,903   
Wells Fargo & Co.      5,834        296,367   
    

 

 

 
      $ 2,694,355   
Medical & Health Technology & Services - 1.8%                 
Express Scripts Holding Co. (a)      9,368      $ 681,054   
McKesson Corp.      2,925        540,014   
    

 

 

 
      $ 1,221,068   
Medical Equipment - 3.6%                 
Abbott Laboratories      7,280      $ 305,906   
Fisher & Paykel Healthcare Corp. Ltd.      237,793        1,668,487   
Terumo Corp.      11,200        435,703   
    

 

 

 
      $ 2,410,096   
Natural Gas - Distribution - 0.6%                 
Osaka Gas Co. Ltd.      93,000      $ 366,104   
Natural Gas - Pipeline - 1.3%                 
Enbridge, Inc.      22,018      $ 869,491   
Other Banks & Diversified Financials - 4.3%                 
Banco de Oro Unibank, Inc.      112,270      $ 275,404   
Credicorp Ltd.      4,898        767,419   
DBS Group Holdings Ltd.      39,700        436,789   
Discover Financial Services      16,252        975,120   
Sydbank A.S.      11,500        364,379   
    

 

 

 
      $ 2,819,111   
Pharmaceuticals - 8.7%                 
Johnson & Johnson      14,572      $ 1,739,022   
Merck & Co., Inc.      15,680        984,547   
Novartis AG      4,971        391,190   
Pfizer, Inc.      9,134        317,863   
Roche Holding AG      6,343        1,546,491   

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Pharmaceuticals - continued                 
Shionogi & Co. Ltd.      5,900      $ 263,394   
Teva Pharmaceutical Industries Ltd., ADR      9,784        493,016   
    

 

 

 
      $ 5,735,523   
Railroad & Shipping - 0.7%                 
Canadian National Railway Co.      6,848      $ 440,395   
Real Estate - 3.9%                 
AvalonBay Communities, Inc., REIT      5,443      $ 952,579   
Grand City Properties S.A.      24,917        547,396   
Public Storage, Inc., REIT      2,264        507,000   
Starwood Property Trust, Inc., REIT      13,272        303,929   
Store Capital Corp., REIT      9,359        277,307   
    

 

 

 
      $ 2,588,211   
Restaurants - 2.6%                 
McDonald’s Corp.      10,337      $ 1,195,577   
Whitbread PLC      9,155        501,553   
    

 

 

 
      $ 1,697,130   
Specialty Chemicals - 2.1%                 
PTT Global Chemical PLC      352,400      $ 621,005   
Symrise AG      10,881        801,177   
    

 

 

 
      $ 1,422,182   
Specialty Stores - 3.1%                 
ABC-MART, Inc.      4,000      $ 251,293   
Home Depot, Inc.      3,236        434,012   
Ross Stores, Inc.      21,721        1,351,915   
    

 

 

 
      $ 2,037,220   
Telecommunications - Wireless - 3.6%                 
American Tower Corp., REIT      3,984      $ 451,706   
KDDI Corp.      29,500        865,626   
SBA Communications Corp. (a)      9,194        1,049,495   
    

 

 

 
      $ 2,366,827   
Telephone Services - 3.2%                 
BCE, Inc.      6,128      $ 286,178   
HKT Trust and HKT Ltd.      182,000        251,033   
TELUS Corp.      25,786        845,265   
Verizon Communications, Inc.      14,471        757,267   
    

 

 

 
      $ 2,139,743   

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Tobacco - 2.0%                 
Altria Group, Inc.      7,078      $ 467,785   
British American Tobacco      24,400        296,133   
PT Gudang Garam Tbk      52,000        252,454   
Reynolds American, Inc.      6,802        337,175   
    

 

 

 
      $ 1,353,547   
Utilities - Electric Power - 6.8%                 
Alliant Energy Corp.      17,290      $ 656,156   
American Electric Power Co., Inc.      9,198        593,915   
Cheung Kong Infrastructure Holdings Ltd.      62,000        520,693   
CLP Holdings Ltd.      58,000        594,763   
Dominion Resources, Inc.      5,465        405,284   
Duke Energy Corp.      3,098        246,787   
PG&E Corp.      14,114        874,221   
Xcel Energy, Inc.      14,588        603,360   
    

 

 

 
      $ 4,495,179   
Total Common Stocks (Identified Cost, $58,777,880)      $ 64,709,326   
Money Market Funds - 1.7%                 
MFS Institutional Money Market Portfolio, 0.38% (v)
(Identified Cost, $1,086,952)
     1,086,952      $ 1,086,952   
Total Investments (Identified Cost, $59,864,832)      $ 65,796,278   
Other Assets, Less Liabilities - 0.4%        279,523   
Net Assets - 100.0%      $ 66,075,801   

 

(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

 

15


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/16

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, $58,777,880)

     $64,709,326   

Underlying affiliated funds, at value (identified cost, $1,086,952)

     1,086,952   

Total investments, at value (identified cost, $59,864,832)

     $65,796,278   

Cash

     1,716   

Receivables for

  

Fund shares sold

     197,231   

Interest and dividends

     187,606   

Receivable from investment adviser

     1,616   

Receivable from distributor

     351   

Other assets

     119   

Total assets

     $66,184,917   
Liabilities         

Payable for fund shares reacquired

     $15,084   

Payable to affiliates

  

Shareholder servicing costs

     1,458   

Payable for independent Trustees’ compensation

     11   

Deferred country tax expense payable

     1,600   

Accrued expenses and other liabilities

     90,963   

Total liabilities

     $109,116   

Net assets

     $66,075,801   
Net assets consist of         

Paid-in capital

     $61,490,477   

Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies (net of $1,600 deferred country tax)

     5,929,817   

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

     (1,518,471

Undistributed net investment income

     173,978   

Net assets

     $66,075,801   

Shares of beneficial interest outstanding

     5,571,858   

 

16


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $7,473,227         629,680         $11.87   

Class B

     340,739         28,908         11.79   

Class C

     1,554,172         131,903         11.78   

Class I

     10,668,821         899,102         11.87   

Class R1

     55,622         4,698         11.84   

Class R2

     71,893         6,058         11.87   

Class R3

     56,023         4,717         11.88   

Class R4

     56,169         4,732         11.87   

Class R6 (formerly Class R5)

     45,799,135         3,862,060         11.86   

Shares outstanding are rounded for presentation purposes.

 

(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 $12.59 [100 / 94.25 x $11.87]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

17


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/16

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

     $1,467,139   

Dividends from underlying affiliated funds

     1,980   

Foreign taxes withheld

     (74,762

Total investment income

     $1,394,357   

Expenses

  

Management fee

     $368,847   

Distribution and service fees

     25,415   

Shareholder servicing costs

     12,881   

Administrative services fee

     18,149   

Independent Trustees’ compensation

     1,392   

Custodian fee

     27,872   

Shareholder communications

     11,658   

Audit and tax fees

     52,719   

Legal fees

     609   

Registration fees

     111,262   

Miscellaneous

     17,603   

Total expenses

     $648,407   

Fees paid indirectly

     (1

Reduction of expenses by investment adviser and distributor

     (140,010

Net expenses

     $508,396   

Net investment income

     $885,961   
Realized and unrealized gain (loss) on investments and foreign currency   

Realized gain (loss) (identified cost basis)

  

Investments (net of $12 country tax)

     $(883,594

Foreign currency

     (10,131

Net realized gain (loss) on investments and foreign currency

     $(893,725

Change in unrealized appreciation (depreciation)

  

Investments (net of $1,600 increase in deferred country tax)

     $6,081,747   

Translation of assets and liabilities in foreign currencies

     717   

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

     $6,082,464   

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

     $5,188,739   

Change in net assets from operations

     $6,074,700   

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Years ended 8/31  
     2016      2015  
Change in net assets              
From operations                  

Net investment income

     $885,961         $662,527   

Net realized gain (loss) on investments and foreign currency

     (893,725      (629,045

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

     6,082,464         (322,671

Change in net assets from operations

     $6,074,700         $(289,189
Distributions declared to shareholders                  

From net investment income

     $(882,213      $(496,543

From net realized gain on investments

             (47,180

Total distributions declared to shareholders

     $(882,213      $(543,723

Change in net assets from fund share transactions

     $25,075,711         $29,050,145   

Total change in net assets

     $30,268,198         $28,217,233   
Net assets                  

At beginning of period

     35,807,603         7,590,370   

At end of period (including undistributed net investment income of $173,978 and $184,618, respectively)

     $66,075,801         $35,807,603   

See Notes to Financial Statements

 

19


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A      Years ended 8/31      

Period ended

8/31/14 (c)

 
     2016     2015    

Net asset value, beginning of period

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

Net investment income (d)

     $0.18        $0.19        $0.15   

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

     1.11        (0.22     0.86   

Total from investment operations

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

From net investment income

     $(0.17     $(0.12     $(0.09

From net realized gain on investments

            (0.02       

Total distributions declared to shareholders

     $(0.17     $(0.14     $(0.09

Net asset value, end of period (x)

     $11.87        $10.75        $10.92   

Total return (%) (r)(s)(t)(x)

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

Expenses before expense reductions (f)

     1.51        1.88        5.81 (a) 

Expenses after expense reductions (f)

     1.19        1.23        1.22 (a) 

Net investment income

     1.56        1.65        1.86 (a) 

Portfolio turnover

     28        61        28 (n) 

Net assets at end of period (000 omitted)

     $7,473        $3,981        $800   

See Notes to Financial Statements

 

20


Table of Contents

Financial Highlights – continued

 

Class B    Years ended 8/31     

Period ended

8/31/14 (c)

 
     2016      2015     

Net asset value, beginning of period

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

Net investment income (d)

     $0.07         $0.08         $0.06   

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

     1.12         (0.20      0.89   

Total from investment operations

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

From net investment income

     $(0.10      $(0.07      $(0.04

From net realized gain on investments

             (0.02        

Total distributions declared to shareholders

     $(0.10      $(0.09      $(0.04

Net asset value, end of period (x)

     $11.79         $10.70         $10.91   

Total return (%) (r)(s)(t)(x)

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

Expenses before expense reductions (f)

     2.33         2.68         6.87 (a) 

Expenses after expense reductions (f)

     1.98         2.01         2.07 (a) 

Net investment income

     0.65         0.74         0.80 (a) 

Portfolio turnover

     28         61         28 (n) 

Net assets at end of period (000 omitted)

     $341         $446         $116   
Class C    Years ended 8/31     

Period ended

8/31/14 (c)

 
     2016      2015     

Net asset value, beginning of period

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

Net investment income (d)

     $0.08         $0.10         $0.06   

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

     1.11         (0.23      0.89   

Total from investment operations

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

From net investment income

     $(0.10      $(0.07      $(0.04

From net realized gain on investments

             (0.02        

Total distributions declared to shareholders

     $(0.10      $(0.09      $(0.04

Net asset value, end of period (x)

     $11.78         $10.69         $10.91   

Total return (%) (r)(s)(t)(x)

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

Expenses before expense reductions (f)

     2.23         2.66         6.85 (a) 

Expenses after expense reductions (f)

     1.99         2.00         2.07 (a) 

Net investment income

     0.74         0.89         0.82 (a) 

Portfolio turnover

     28         61         28 (n) 

Net assets at end of period (000 omitted)

     $1,554         $453         $130   

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class I      Years ended 8/31       

Period ended

8/31/14 (c)

 
     2016      2015     

Net asset value, beginning of period

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

Net investment income (d)

     $0.21         $0.24         $0.14   

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

     1.10         (0.25      0.89   

Total from investment operations

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

From net investment income

     $(0.20      $(0.14      $(0.10

From net realized gain on investments

             (0.02        

Total distributions declared to shareholders

     $(0.20      $(0.16      $(0.10

Net asset value, end of period (x)

     $11.87         $10.76         $10.93   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     1.17         1.63         5.85 (a) 

Expenses after expense reductions (f)

     0.98         1.00         1.07 (a) 

Net investment income

     1.86         2.10         1.81 (a) 

Portfolio turnover

     28         61         28 (n) 

Net assets at end of period (000 omitted)

     $10,669         $2,685         $138   
Class R1      Years ended 8/31       

Period ended

8/31/14 (c)

 
     2016      2015     

Net asset value, beginning of period

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

Net investment income (d)

     $0.08         $0.07         $0.06   

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

     1.12         (0.19      0.89   

Total from investment operations

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

From net investment income

     $(0.06      $(0.07      $(0.04

From net realized gain on investments

             (0.02        

Total distributions declared to shareholders

     $(0.06      $(0.09      $(0.04

Net asset value, end of period (x)

     $11.84         $10.70         $10.91   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     2.31         2.69         6.89 (a) 

Expenses after expense reductions (f)

     1.99         2.01         2.07 (a) 

Net investment income

     0.69         0.66         0.79 (a) 

Portfolio turnover

     28         61         28 (n) 

Net assets at end of period (000 omitted)

     $56         $108         $109   

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class R2    Years ended 8/31     

Period ended

8/31/14 (c)

 
     2016      2015     

Net asset value, beginning of period

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

Net investment income (d)

     $0.13         $0.13         $0.10   

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

     1.13         (0.20      0.89   

Total from investment operations

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

From net investment income

     $(0.13      $(0.09      $(0.07

From net realized gain on investments

             (0.02        

Total distributions declared to shareholders

     $(0.13      $(0.11      $(0.07

Net asset value, end of period (x)

     $11.87         $10.74         $10.92   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     1.79         2.19         6.39 (a) 

Expenses after expense reductions (f)

     1.49         1.51         1.57 (a) 

Net investment income

     1.20         1.16         1.29 (a) 

Portfolio turnover

     28         61         28 (n) 

Net assets at end of period (000 omitted)

     $72         $112         $110   
Class R3    Years ended 8/31     

Period ended

8/31/14 (c)

 
     2016      2015     

Net asset value, beginning of period

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

Net investment income (d)

     $0.16         $0.16         $0.12   

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

     1.12         (0.19      0.88   

Total from investment operations

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

From net investment income

     $(0.16      $(0.11      $(0.08

From net realized gain on investments

             (0.02        

Total distributions declared to shareholders

     $(0.16      $(0.13      $(0.08

Net asset value, end of period (x)

     $11.88         $10.76         $10.92   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     1.56         1.94         6.14 (a) 

Expenses after expense reductions (f)

     1.24         1.26         1.32 (a) 

Net investment income

     1.44         1.41         1.54 (a) 

Portfolio turnover

     28         61         28 (n) 

Net assets at end of period (000 omitted)

     $56         $110         $110   

See Notes to Financial Statements

 

23


Table of Contents

Financial Highlights – continued

 

Class R4    Years ended 8/31     

Period ended

8/31/14 (c)

 
     2016      2015     

Net asset value, beginning of period

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

Net investment income (d)

     $0.19         $0.19         $0.14   

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

     1.12         (0.20      0.89   

Total from investment operations

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

From net investment income

     $(0.20      $(0.14      $(0.10

From net realized gain on investments

             (0.02        

Total distributions declared to shareholders

     $(0.20      $(0.16      $(0.10

Net asset value, end of period (x)

     $11.87         $10.76         $10.93   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     1.31         1.69         5.89 (a) 

Expenses after expense reductions (f)

     0.99         1.02         1.07 (a) 

Net investment income

     1.69         1.66         1.79 (a) 

Portfolio turnover

     28         61         28 (n) 

Net assets at end of period (000 omitted)

     $56         $110         $110   
Class R6 (formerly Class R5)    Years ended 8/31     

Period ended

8/31/14 (c)

 
     2016      2015     

Net asset value, beginning of period

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

Net investment income (d)

     $0.20         $0.20         $0.14   

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

     1.11         (0.20      0.88   

Total from investment operations

     $1.31         $—         $1.02   
Less distributions declared to shareholders                           

From net investment income

     $(0.21      $(0.14      $(0.10

From net realized gain on investments

             (0.02        

Total distributions declared to shareholders

     $(0.21      $(0.16      $(0.10

Net asset value, end of period (x)

     $11.86         $10.76         $10.92   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     1.21         1.63         5.88 (a) 

Expenses after expense reductions (f)

     0.93         0.97         1.06 (a) 

Net investment income

     1.76         1.79         1.80 (a) 

Portfolio turnover

     28         61         28 (n) 

Net assets at end of period (000 omitted)

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

See Notes to Financial Statements

 

24


Table of Contents

Financial Highlights – continued

 

 

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

 

25


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

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

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be 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

 

26


Table of Contents

Notes to Financial Statements – 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

 

27


Table of Contents

Notes to Financial Statements – 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, 2016 in valuing the fund’s assets or liabilities:

 

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

United States

     $31,835,726         $—         $—         $31,835,726   

Japan

     6,728,969                         6,728,969   

Canada

     3,699,894         684,274                 4,384,168   

Switzerland

     3,880,396                         3,880,396   

Hong Kong

     2,758,329                         2,758,329   

United Kingdom

     2,392,894                         2,392,894   

Taiwan

     2,255,285                         2,255,285   

New Zealand

     1,668,487                         1,668,487   

Israel

     1,428,523                         1,428,523   

Other Countries

     6,755,544         621,005                 7,376,549   
Mutual Funds      1,086,952                         1,086,952   
Total Investments      $64,490,999         $1,305,279         $—         $65,796,278   

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

Of the level 2 investments presented above, equity investments amounting to $684,274 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $1,638,031 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. Other reasons for changes in classifications between levels 1 and 2 relate to referencing trading activity of a similarly situated security in assessing valuation in current or prior periods. 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.

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,

 

28


Table of Contents

Notes to Financial Statements – continued

 

the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

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

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

Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended August 31, 2016, is shown as a reduction of total expenses in the Statement of Operations.

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

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

 

29


Table of Contents

Notes to Financial Statements – continued

 

Book/tax differences primarily relate to wash sale loss deferrals.

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

 

     8/31/16      8/31/15  
Ordinary income (including any short-term capital gains)      $882,213         $543,723   

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

 

As of 8/31/16       
Cost of investments      $60,155,961   
Gross appreciation      6,824,862   
Gross depreciation      (1,184,545
Net unrealized appreciation (depreciation)      $5,640,317   
Undistributed ordinary income      173,978   
Capital loss carryforwards      (1,227,342
Other temporary differences      (1,629

As of August 31, 2016, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(860,950
Long-Term      (366,392
Total      $(1,277,342

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

 

30


Table of Contents

Notes to Financial Statements – continued

 

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

 

     From net investment
income
     From net realized gain on
investments
 
     Year
ended
8/31/16
     Year
ended
8/31/15
     Year
ended
8/31/16
     Year
ended
8/31/15
 
Class A      $82,410         $109,668         $—         $12,199   
Class B      3,365         1,209                 202   
Class C      6,103         2,444                 208   
Class I      84,191         35,776                 1,445   
Class R1      279         654                 160   
Class R2      699         941                 160   
Class R3      763         1,143                 160   
Class R4      928         1,425                 161   
Class R6 (formerly Class R5)      703,475         343,283                 32,485   
Total      $882,213         $496,543         $—         $47,180   

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

(3) Transactions with Affiliates

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

 

    

Effective

Commencement

of Period

    

Effective

12/29/15

 
First $1 billion of average daily net assets      0.90%         0.65%   
Next $1.5 billion of average daily net assets      0.75%         0.60%   
Average daily net assets in excess of $2.5 billion      0.65%         0.55%   

The investment adviser had agreed in writing to reduce its management fee to 0.65% of average daily net assets. This written agreement terminated on December 28, 2015. For the period September 1, 2015 to December 28, 2015, this management fee reduction amounted to $34,898, which is included in the reduction of total expenses in the Statement of Operations. MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2016, this management fee reduction amounted to $3,667, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.64% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and

 

31


Table of Contents

Notes to Financial Statements – continued

 

transaction costs, and investment-related expenses, such that total fund operating expenses do not exceed the following rates annually of each class’s average daily net assets:

 

Classes  
A   B     C     I     R1     R2     R3     R4     R6
(formerly
Class R5)
 
1.24%     1.99%        1.99%        0.99%        1.99%        1.49%        1.24%        0.99%        0.95%   

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2017. For the year ended August 31, 2016, this reduction amounted to $98,359, which is included in the reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $11,213 for the year ended August 31, 2016, as its portion of the initial sales charge on sales of Class A shares of the fund.

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

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

Distribution Plan Fee Table:

 

    

Distribution

Fee Rate (d)

    

Service

Fee Rate (d)

    

Total

Distribution

Plan (d)

    

Annual

Effective

Rate (e)

    

Distribution

and Service

Fee

 
Class A              0.25%         0.25%         0.20%         $14,068   
Class B      0.75%         0.25%         1.00%         0.99%         3,766   
Class C      0.75%         0.25%         1.00%         1.00%         6,601   
Class R1      0.75%         0.25%         1.00%         1.00%         537   
Class R2      0.25%         0.25%         0.50%         0.50%         308   
Class R3              0.25%         0.25%         0.25%         135   
Total Distribution and Service Fees         $25,415   

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2016 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2016, this rebate amounted to $3,037 and $49 for Class A and Class B, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class C shares are

 

32


Table of Contents

Notes to Financial Statements – continued

 

subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2016, were as follows:

 

     Amount  
Class A      $—   
Class B      2,788   
Class C      57   

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2016, the fee was $3,844, which equated to 0.0075% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2016, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $9,037.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.0353% of the fund’s average daily net assets.

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

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2016, the fee paid by the fund under this agreement was $127 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity.

 

33


Table of Contents

Notes to Financial Statements – continued

 

Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.

On September 9, 2015, MFS redeemed 10,205, 5,442, 5,439, 10,229, 5,436, 5,504, 5,545, 5,584, and 52,729 shares of Class A, Class B, Class C, Class I, Class R1, Class R2, Class R3, Class R4, and Class R6 (formerly Class R5), respectively, for an aggregate amount of $1,123,336.

At August 31, 2016, MFS held approximately 78% of the outstanding shares of Class R2, and 100% of the outstanding shares of Class R1, Class R3, and Class R4, respectively.

(4) Portfolio Securities

For the year ended August 31, 2016, purchases and sales of investments, other than short-term obligations, aggregated $38,572,324 and $14,050,955, respectively.

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/16
     Year ended
8/31/15
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     352,011         $3,943,532         1,021,046         $11,323,787   

Class B

     12,746         140,632         31,453         354,924   

Class C

     102,284         1,183,608         30,202         339,599   

Class I

     755,196         8,502,164         342,383         3,844,369   

Class R2

     1,057         12,124         282         3,226   

Class R6 (formerly Class R5)

     1,420,824         15,709,877         2,119,281         23,166,421   
     2,644,118         $29,491,937         3,544,647         $39,032,326   
Shares issued to shareholders in reinvestment of distributions            

Class A

     7,402         $82,410         10,784         $121,867   

Class B

     310         3,365         125         1,411   

Class C

     545         6,065         235         2,652   

Class I

     7,364         82,896         3,282         37,221   

Class R1

     25         279         72         814   

Class R2

     63         699         97         1,101   

Class R3

     69         763         116         1,303   

Class R4

     84         928         141         1,586   

Class R6 (formerly Class R5)

     61,837         682,663         33,350         375,768   
     77,699         $860,068         48,202         $543,723   

 

34


Table of Contents

Notes to Financial Statements – continued

 

     Year ended
8/31/16
     Year ended
8/31/15
 
     Shares      Amount      Shares      Amount  
Shares reacquired            

Class A

     (100,064      $(1,122,184      (734,771      $(8,050,054

Class B

     (25,828      (281,688      (579      (6,485

Class C

     (13,294      (142,347      (27      (302

Class I

     (112,934      (1,224,321      (108,828      (1,185,046

Class R1

     (5,436      (57,295                

Class R2

     (5,504      (58,232                

Class R3

     (5,545      (58,721                

Class R4

     (5,584      (59,190                

Class R6 (formerly Class R5)

     (204,768      (2,272,316      (114,709      (1,284,017
     (478,957      $(5,276,294      (958,914      $(10,525,904
Net change            

Class A

     259,349         $2,903,758         297,059         $3,395,600   

Class B

     (12,772      (137,691      30,999         349,850   

Class C

     89,535         1,047,326         30,410         341,949   

Class I

     649,626         7,360,739         236,837         2,696,544   

Class R1

     (5,411      (57,016      72         814   

Class R2

     (4,384      (45,409      379         4,327   

Class R3

     (5,476      (57,958      116         1,303   

Class R4

     (5,500      (58,262      141         1,586   

Class R6 (formerly Class R5)

     1,277,893         14,120,224         2,037,922         22,258,172   
     2,242,860         $25,075,711         2,633,935         $29,050,145   

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

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2016, the fund’s commitment fee and interest expense were $233 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

35


Table of Contents

Notes to Financial Statements – 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
     563,630         29,100,276         (28,576,954      1,086,952   
Underlying Affiliated Fund   

Realized

Gain (Loss)

    

Capital Gain

Distributions

    

Dividend

Income

    

Ending

Value

 
MFS Institutional Money
Market Portfolio
     $—         $—         $1,980         $1,086,952   

 

36


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Low Volatility Global Equity Fund (one of the series of MFS Series Trust I) (the “Fund”) as of August 31, 2016, and the related statement of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2016, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Low Volatility Global Equity Fund as of August 31, 2016, the results of its operations for the year then ended, and the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 17, 2016

 

37


Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2016, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 52)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director   N/A

Robin A. Stelmach (k)

(age 55)

  Trustee and
President
  January 2014  

Massachusetts Financial

Services Company,

Executive Vice President and Chief Operating Officer

  N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 74)
  Trustee and Chair of Trustees   January 2004   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman

Steven E. Buller

(age 65)

  Trustee   February 2014   Chairman, Financial Accounting Standards Advisory Council (until 2015); Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A
Robert E. Butler
(age 74)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A

 

38


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Maureen R. Goldfarb

(age 61)

  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 75)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman (until 2014)   Texas Donuts, Vice Chairman (until 2010)
Michael Hegarty
(age 71)
  Trustee   December 2004   Private investor   Rouse Properties Inc., Director; Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 61)

  Trustee   January 2009   Private investor   N/A

Maryanne L. Roepke

(age 60)

  Trustee   May 2014   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 59)
  Trustee   March 2005   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Robert W. Uek
(age 75)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS
Christopher R. Bohane (k)
(age 42)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

Kino Clark (k)

(age 48)

 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A

Kristin V. Collins (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  September 2015   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

 

39


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Thomas H. Connors (k)

(age 57)

 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

  N/A
Ethan D. Corey (k)
(age 52)
  Assistant
Secretary and Assistant Clerk
  July 2005  

Massachusetts Financial Services Company,

Senior Vice President and Associate General Counsel

  N/A
David L. DiLorenzo (k)
(age 48)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A

Brian E. Langenfeld (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Susan A. Pereira (k)
(age 45)
  Assistant Secretary and Assistant Clerk   July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kasey L. Phillips (k)

(age 45)

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

 

40


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Mark N. Polebaum (k)
(age 64)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A

Matthew A. Stowe (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  October 2014   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A
Frank L. Tarantino
(age 72)
 

Independent

Senior Officer

  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel (k)
(age 46)
  Assistant
Secretary and Assistant Clerk
  October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A

Martin J. Wolin (k)

(age 49)

  Chief Compliance Officer   July 2015   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)   N/A
James O. Yost (k)
(age 56)
  Deputy Treasurer   September 1990   Massachusetts Financial Services Company, Senior Vice President   N/A

 

(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

41


Table of Contents

Trustees and Officers – continued

 

Each Trustee (except Ms. Stelmach, Mr. Buller and Ms. Roepke) has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of October 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.

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

 

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

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

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

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Managers  

James Fallon

Matthew Krummell

Jonathan Sage

John Stocks

 

 

42


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2016 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for the one-year period ended December 31, 2015 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and

 

43


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds for the one-year period ended December 31, 2015. 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 one-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The Fund commenced operations on December 5, 2013 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment

 

44


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2.5 billion. They also noted that MFS had amended its contractual advisory fee rate schedule to reduce the Fund’s advisory fee rate applicable at each breakpoint effective December 29, 2015. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

45


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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, 2016.

 

46


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

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

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

47


Table of Contents

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2016 income tax forms in January 2017. The following information is provided pursuant to provisions of the Internal Revenue Code.

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

For corporate shareholders, 60.12% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

48


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

49


Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

50


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2016

 

LOGO

 

MFS® LOW VOLATILITY EQUITY FUND

 

LOGO

 

LVU-ANN

 


Table of Contents

MFS® LOW VOLATILITY EQUITY FUND

 

CONTENTS

 

Letter from the Chairman     1   
Portfolio composition     2   
Management review     3   
Performance summary     5   
Expense table     8   
Portfolio of investments     10   
Statement of assets and liabilities     15   
Statement of operations     17   
Statements of changes in net assets     18   
Financial highlights     19   
Notes to financial statements     25   
Report of independent registered public accounting firm     34   
Trustees and officers     35   
Board review of investment advisory agreement     40   
Proxy voting policies and information     44   
Quarterly portfolio disclosure     44   
Further information     44   
Information about fund contracts and legal claims     45   
Federal tax information     45   
MFS® privacy notice     46   
Contact information    back cover   

 

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholders:

Despite the unexpected vote by the United Kingdom to leave the European Union, most markets proved resilient, with U.S. shares rallying to record highs during August.

Global interest rates remain very low, with most central banks maintaining extremely accommodative monetary policies to reinvigorate slow-growing economies against a backdrop of low inflation. This environment has favored risky assets such as equities, as investors are forced to accept greater risks in search of acceptable returns in a low-return environment. U.S. investment-grade and high-yield bonds have also benefited from low, and even negative, yields overseas.

China remains a source of concern for investors, as overcapacity in its manufacturing sector inhibits the government’s attempt to

change its domestic economy from one driven by exports to a consumer-driven model. Despite the slow-growth environment, emerging market equities have held up well, withstanding geopolitical shocks like an attempted coup in Turkey and impeachment proceedings against Brazil’s president. The U.S. Federal Reserve’s go-slow approach to rate hikes has also helped.

At MFS®, we believe it is best to view markets through a long lens and not react to short-term swings. That makes it possible to filter out market noise and focus on long-term fundamentals.

In our view, the professional guidance of a financial advisor, along with a patient, long-term approach, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Chairman

MFS Investment Management

October 17, 2016

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Johnson & Johnson     2.5%   
General Mills, Inc.     2.2%   
Eli Lilly & Co.     2.2%   
Merck & Co., Inc.     2.1%   
Costco Wholesale Corp.     2.1%   
McDonald’s Corp.     2.1%   
Alphabet, Inc., “A”     2.1%   
Wal-Mart Stores, Inc.     2.0%   
M&T Bank Corp.     1.9%   
Exxon Mobil Corp.     1.9%   
Equity sectors  
Financial Services     20.7%   
Health Care     17.7%   
Consumer Staples     12.1%   
Technology     11.3%   
Retailing     9.1%   
Utilities & Communications     9.0%   
Industrial Goods & Services     6.4%   
Energy     4.9%   
Leisure     3.7%   
Special Products & Services     2.8%   
Basic Materials     0.9%   
 

 

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

Percentages are based on net assets as of 8/31/16.

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

 

2


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2016, Class A shares of the MFS Low Volatility Equity Fund (“fund”) provided a total return of 14.87%, at net asset value. This compares with a return of 12.55% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index (S&P 500 Index).

Market Environment

Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. The US Federal Reserve began its long-anticipated monetary tightening cycle in the middle of the period, but the tightening cycle has proved to be more gradual than initially anticipated. Globally, central bank policy remained highly accommodative, which forced many government, and even some corporate, bond yields into negative territory. Near the end of the period, the United Kingdom voted to leave the European Union (“EU”), beginning a multi-year process of negotiation in order to achieve “Brexit”. While markets initially reacted to the vote with alarm, the spillover to European and EM was relatively short-lived (although risks of further hits to EU cohesiveness could re-emerge).

During the second half of the reporting period, US earnings headwinds expanded beyond the energy, materials and industrial sectors, to include most sectors of the market. The sharp rise in the US dollar also weighed on earnings early in the period, though dollar strength ebbed somewhat late in the period. US consumer spending held up well during the second half of the period amid a modest increase in real wages and falling gasoline prices. Demand for autos reached near-record territory before receding modestly late in the period, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many EM countries. That said, EM countries began to show signs of a modest upturn in activity along with adjustment in their external accounts. These improved conditions appeared to have reassured investors and contributed to record inflows into the asset class during July and August as negative yields for an increasing share of developed market bonds drove yield-hungry investors further out on the risk spectrum. Similar investor inflows were experienced in the high grade and high yield corporate markets.

Contributors to Performance

The fund’s overweight position and, to a lesser extent, stock selection in the consumer staples sector contributed to performance relative to the S&P 500 Index. The fund’s overweight positions in food producer Tyson Foods and global food company General Mills, benefited relative results. Shares of Tyson Foods appreciated after the company released a higher-than-expected full-year earnings forecast on rising demand in its chicken business and declining feed costs.

Stock selection and, to a lesser extent, an overweight position in the utilities & communications sector also strengthened relative performance, led by the fund’s overweight position in strong-performing utility company Alliant Energy.

Stock selection in the leisure sector contributed to relative performance. Here, an overweight position in fast-food company giant McDonald’s benefited relative results as the stock outpaced the benchmark during the reporting period.

 

3


Table of Contents

Management Review – continued

 

Stock selection in the financial services sector aided relative performance. The fund’s overweight position in storage facility operator Public Storage, and holdings of financial services company Starwood Property Trust (b), aided relative results.

Stocks in other sectors that strengthened relative performance included the fund’s underweight position in computer and personal electronics maker Apple and not owning shares of weak-performing biotech firm Gilead Sciences. Shares of Apple underperformed as both sales figures and gross margins came in below market expectations. The fund’s holdings of integrated waste services company Waste Connections (b), and an overweight position in semiconductor manufacturer Microchip Technology, also benefited relative results.

Detractors from Performance

The fund’s underweight position in the basic materials sector detracted from relative performance. However, there were no individual securities within this sector that were among the fund’s top relative detractors during the reporting period.

Elsewhere, not holding internet retailer Amazon and diversified industrial conglomerate General Electric dampened relative returns. Shares of Amazon appreciated after the company reported strong revenue growth, driven by strength in its wireless services segment and margin improvements across North America. The fund’s overweight positions in eye care and skin care products company Allergan Plc (h), pharmaceutical company Eli Lilly, drug wholesale company AmerisourceBergen and financial services firm M & T Bank dampened relative returns. Holdings of financial services firm New York Community Bancorp (b)(h), and the fund’s underweight positions in software giant Microsoft (h) and telecommunication services provider AT&T (h), were also among the fund’s top relative detractors.

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

Respectfully,

 

James Fallon    Matthew Krummell    Jonathan Sage    John Stocks
Portfolio Manager    Portfolio Manager    Portfolio Manager    Portfolio Manager

 

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

Note to Shareholders: Effective September 15, 2015, Jonathan Sage and John Stocks became Portfolio Managers of the Fund.

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

 

4


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/16

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

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

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

 

LOGO

 

5


Table of Contents

Performance Summary – continued

 

Total Returns through 8/31/16

Average annual without sales charge

 

     Share Class    Class Inception Date    1-yr    Life (t)     
    A    12/05/13    14.87%    10.05%    
    B    12/05/13    13.96%    9.20%    
    C    12/05/13    13.91%    9.22%    
    I    12/05/13    15.05%    10.29%    
    R1    12/05/13    13.96%    9.22%    
    R2    12/05/13    14.57%    9.78%    
    R3    12/05/13    14.72%    10.02%    
    R4    12/05/13    15.08%    10.30%    
    R6 (formerly Class R5)    12/05/13    15.21%    10.36%    
Comparative benchmark              
     Standard & Poor’s 500 Stock Index (f)    12.55%    9.51%     
Average annual with sales charge              
    A

With Initial Sales Charge (5.75%)

   8.27%    7.70%    
    B

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

   9.96%    8.26%    
    C

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

   12.91%    9.22%    

CDSC – Contingent Deferred Sales Charge.

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

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

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

Benchmark Definition

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

It is not possible to invest directly in an index.

Notes to Performance Summary

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

 

6


Table of Contents

Performance Summary – continued

 

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

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

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

 

7


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2016 through August 31, 2016

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, 2016 through August 31, 2016.

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.

 

8


Table of Contents

Expense Table – continued

 

 

Share
Class
      

Annualized
Expense

Ratio

  Beginning
Account Value
3/01/16
  Ending
Account Value
8/31/16
 

Expenses
Paid During

Period (p)
3/01/16-8/31/16

 
A   Actual   1.19%   $1,000.00   $1,106.30     $6.30   
  Hypothetical (h)   1.19%   $1,000.00   $1,019.15     $6.04   
B   Actual   1.95%   $1,000.00   $1,100.97     $10.30   
  Hypothetical (h)   1.95%   $1,000.00   $1,015.33     $9.88   
C   Actual   1.95%   $1,000.00   $1,101.63     $10.30   
  Hypothetical (h)   1.95%   $1,000.00   $1,015.33     $9.88   
I   Actual   0.95%   $1,000.00   $1,106.97     $5.03   
  Hypothetical (h)   0.95%   $1,000.00   $1,020.36     $4.82   
R1   Actual   1.95%   $1,000.00   $1,101.92     $10.30   
  Hypothetical (h)   1.95%   $1,000.00   $1,015.33     $9.88   
R2   Actual   1.45%   $1,000.00   $1,103.81     $7.67   
  Hypothetical (h)   1.45%   $1,000.00   $1,017.85     $7.35   
R3   Actual   1.20%   $1,000.00   $1,105.20     $6.35   
  Hypothetical (h)   1.20%   $1,000.00   $1,019.10     $6.09   
R4   Actual   0.95%   $1,000.00   $1,107.47     $5.03   
  Hypothetical (h)   0.95%   $1,000.00   $1,020.36     $4.82   
R6 (formerly Class R5)   Actual   0.88%   $1,000.00   $1,107.15     $4.66   
  Hypothetical (h)   0.88%   $1,000.00   $1,020.71     $4.47   

 

(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

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

 

9


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/16

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

 

Common Stocks - 98.6%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 3.4%                 
General Dynamics Corp.      2,041      $ 310,676   
Honeywell International, Inc.      4,719        550,754   
Leidos Holdings, Inc.      903        36,601   
Lockheed Martin Corp.      1,260        306,142   
Northrop Grumman Corp.      2,033        431,138   
United Technologies Corp.      3,832        407,840   
    

 

 

 
      $ 2,043,151   
Brokerage & Asset Managers - 0.4%                 
Intercontinental Exchange, Inc.      872      $ 245,921   
Business Services - 2.8%                 
Amdocs Ltd.      18,330      $ 1,102,000   
Bright Horizons Family Solutions, Inc. (a)      3,700        252,192   
FleetCor Technologies, Inc. (a)      1,875        307,875   
    

 

 

 
      $ 1,662,067   
Cable TV - 0.7%                 
Comcast Corp., “A”      6,683      $ 436,133   
Chemicals - 0.5%                 
3M Co.      1,579      $ 283,020   
Computer Software - 1.3%                 
Intuit, Inc.      4,543      $ 506,317   
Oracle Corp.      5,843        240,848   
    

 

 

 
      $ 747,165   
Computer Software - Systems - 3.1%                 
Apple, Inc.      7,406      $ 785,777   
EMC Corp.      21,958        636,562   
International Business Machines Corp.      2,663        423,097   
    

 

 

 
      $ 1,845,436   
Consumer Products - 2.8%                 
Colgate-Palmolive Co.      4,740      $ 352,372   
Kimberly-Clark Corp.      1,684        215,653   
Procter & Gamble Co.      12,872        1,123,854   
    

 

 

 
      $ 1,691,879   

 

10


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Electronics - 1.4%                 
Microchip Technology, Inc.      7,399      $ 458,072   
Texas Instruments, Inc.      5,677        394,779   
    

 

 

 
      $ 852,851   
Energy - Independent - 0.9%                 
Occidental Petroleum Corp.      7,217      $ 554,626   
Energy - Integrated - 2.7%                 
Chevron Corp.      4,543      $ 456,935   
Exxon Mobil Corp.      13,064        1,138,397   
    

 

 

 
      $ 1,595,332   
Food & Beverages - 7.2%                 
Coca-Cola Co.      13,997      $ 607,890   
Dr Pepper Snapple Group, Inc.      3,364        315,207   
General Mills, Inc.      18,385        1,302,026   
Mondelez International, Inc.      7,085        318,967   
PepsiCo, Inc.      5,417        578,265   
Pinnacle Foods, Inc.      6,836        346,243   
TreeHouse Foods, Inc. (a)      2,293        217,216   
Tyson Foods, Inc., “A”      7,799        589,370   
    

 

 

 
      $ 4,275,184   
Food & Drug Stores - 0.8%                 
CVS Health Corp.      5,199      $ 485,587   
General Merchandise - 6.2%                 
Costco Wholesale Corp.      7,632      $ 1,237,071   
Dollar General Corp.      9,772        717,363   
Target Corp.      7,437        522,003   
Wal-Mart Stores, Inc.      16,550        1,182,332   
    

 

 

 
      $ 3,658,769   
Health Maintenance Organizations - 1.3%                 
Aetna, Inc.      1,810      $ 211,987   
UnitedHealth Group, Inc.      4,283        582,702   
    

 

 

 
      $ 794,689   
Insurance - 6.9%                 
American International Group, Inc.      6,308      $ 377,408   
Everest Re Group Ltd.      4,092        791,311   
Loews Corp.      12,281        514,083   
Markel Corp. (a)      920        856,621   
MetLife, Inc.      7,534        326,976   

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Insurance - continued                 
Travelers Cos., Inc.      3,829      $ 454,541   
Validus Holdings Ltd.      15,677        796,235   
    

 

 

 
      $ 4,117,175   
Internet - 3.6%                 
Alphabet, Inc., “A” (a)      1,543      $ 1,218,739   
Facebook, Inc., “A” (a)      7,146        901,254   
    

 

 

 
      $ 2,119,993   
Machinery & Tools - 0.7%                 
Cummins, Inc.      3,485      $ 437,751   
Major Banks - 2.2%                 
Goldman Sachs Group, Inc.      1,620      $ 274,525   
PNC Financial Services Group, Inc.      3,221        290,212   
Wells Fargo & Co.      14,577        740,512   
    

 

 

 
      $ 1,305,249   
Medical & Health Technology & Services - 3.0%                 
AmerisourceBergen Corp.      5,907      $ 513,732   
Henry Schein, Inc. (a)      3,771        617,652   
McKesson Corp.      2,346        433,119   
MEDNAX, Inc. (a)      3,472        228,353   
    

 

 

 
      $ 1,792,856   
Medical Equipment - 6.2%                 
Abbott Laboratories      13,812      $ 580,380   
Becton, Dickinson and Co.      1,691        299,662   
Cooper Cos., Inc.      3,576        664,850   
Danaher Corp.      3,480        283,307   
Medtronic PLC      8,075        702,767   
Steris PLC      7,183        507,694   
Stryker Corp.      2,228        257,690   
Zimmer Biomet Holdings, Inc.      3,053        395,699   
    

 

 

 
      $ 3,692,049   
Network & Telecom - 1.9%                 
Cisco Systems, Inc.      28,607      $ 899,404   
Motorola Solutions, Inc.      2,943        226,582   
    

 

 

 
      $ 1,125,986   
Oil Services - 1.3%                 
Schlumberger Ltd.      9,569      $ 755,951   

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Other Banks & Diversified Financials - 4.3%                 
Assured Guaranty Ltd.      11,472      $ 318,577   
M&T Bank Corp.      9,626        1,139,045   
MasterCard, Inc., “A”      4,474        432,323   
U.S. Bancorp      8,027        354,392   
Visa, Inc., “A”      3,494        282,665   
    

 

 

 
      $ 2,527,002   
Pharmaceuticals - 7.2%                 
Eli Lilly & Co.      16,562      $ 1,287,696   
Johnson & Johnson      12,231        1,459,648   
Merck & Co., Inc.      20,272        1,272,879   
Pfizer, Inc.      6,669        232,081   
    

 

 

 
      $ 4,252,304   
Pollution Control - 2.2%                 
Republic Services, Inc.      11,839      $ 598,106   
Waste Connections, Inc.      9,209        703,844   
    

 

 

 
      $ 1,301,950   
Real Estate - 6.9%                 
AvalonBay Communities, Inc., REIT      3,665      $ 641,412   
Equity Lifestyle Properties, Inc., REIT      6,082        471,537   
Mid-America Apartment Communities, Inc., REIT      4,033        379,062   
Public Storage, Inc., REIT      3,822        855,899   
Simon Property Group, Inc., REIT      1,754        377,934   
Starwood Property Trust, Inc., REIT      47,844        1,095,628   
Sun Communities, Inc., REIT      3,817        292,077   
    

 

 

 
      $ 4,113,549   
Restaurants - 2.9%                 
McDonald’s Corp.      10,564      $ 1,221,832   
Starbucks Corp.      9,078        510,456   
    

 

 

 
      $ 1,732,288   
Specialty Chemicals - 0.5%                 
Praxair, Inc.      2,191      $ 267,390   
Specialty Stores - 2.2%                 
AutoZone, Inc. (a)      915      $ 678,747   
Home Depot, Inc.      1,568        210,300   
O’Reilly Automotive, Inc. (a)      1,431        400,608   
    

 

 

 
      $ 1,289,655   

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Telephone Services - 1.4%                 
Verizon Communications, Inc.      16,042      $ 839,478   
Tobacco - 2.1%                 
Altria Group, Inc.      6,862      $ 453,510   
Philip Morris International, Inc.      5,333        532,927   
Reynolds American, Inc.      4,777        236,796   
    

 

 

 
      $ 1,223,233   
Utilities - Electric Power - 7.6%                 
Alliant Energy Corp.      19,918      $ 755,888   
American Electric Power Co., Inc.      5,673        366,306   
Consolidated Edison, Inc.      3,139        236,210   
Dominion Resources, Inc.      9,751        723,134   
DTE Energy Co.      2,980        276,842   
Exelon Corp.      7,293        247,962   
NextEra Energy, Inc.      5,617        679,320   
Pinnacle West Capital Corp.      3,364        252,435   
Southern Co.      6,339        325,381   
WEC Energy Group, Inc.      5,098        305,268   
Xcel Energy, Inc.      8,444        349,244   
    

 

 

 
      $ 4,517,990   
Total Common Stocks (Identified Cost, $53,567,037)      $ 58,583,659   
Money Market Funds - 0.7%                 
MFS Institutional Money Market Portfolio, 0.38% (v)
(Identified Cost, $379,373)
     379,373      $ 379,373   
Total Investments (Identified Cost, $53,946,410)      $ 58,963,032   
Other Assets, Less Liabilities - 0.7%        439,041   
Net Assets - 100.0%      $ 59,402,073   

 

(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:

 

PLC   Public Limited Company
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

14


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/16

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, $53,567,037)

     $58,583,659   

Underlying affiliated funds, at value (identified cost, $379,373)

     379,373   

Total investments, at value (identified cost, $53,946,410)

     $58,963,032   

Receivables for

  

Investments sold

     240,965   

Fund shares sold

     380,090   

Dividends

     141,043   

Receivable from investment adviser

     8,786   

Other assets

     62   

Total assets

     $59,733,978   
Liabilities         

Payable for fund shares reacquired

     $256,345   

Payable to affiliates

  

Shareholder servicing costs

     8,473   

Distribution and service fees

     501   

Payable for independent Trustees’ compensation

     14   

Accrued expenses and other liabilities

     66,572   

Total liabilities

     $331,905   

Net assets

     $59,402,073   
Net assets consist of         

Paid-in capital

     $54,575,211   

Unrealized appreciation (depreciation) on investments

     5,016,622   

Accumulated distributions in excess of net realized gain on investments

     (344,008

Undistributed net investment income

     154,248   

Net assets

     $59,402,073   

Shares of beneficial interest outstanding

     4,733,463   

 

15


Table of Contents

Statement of Assets and Liabilities – continued

 

 

     Net assets      Shares
outstanding
     Net asset value
per share (a)
 
Class A      $29,508,228         2,350,224         $12.56   
Class B      1,885,312         150,481         12.53   
Class C      9,977,207         798,148         12.50   
Class I      16,122,797         1,282,901         12.57   
Class R1      56,971         4,534         12.57   
Class R2      52,706         4,180         12.61   
Class R3      52,719         4,186         12.59   
Class R4      52,769         4,196         12.58   
Class R6 (formerly Class R5)      1,693,364         134,613         12.58   

 

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $13.33 [100 / 94.25 x $12.56]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/16

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

     $867,060   

Dividends from underlying affiliated funds

     2,100   

Foreign taxes withheld

     (212

Total investment income

     $868,948   

Expenses

  

Management fee

     $221,886   

Distribution and service fees

     110,149   

Shareholder servicing costs

     37,034   

Administrative services fee

     17,500   

Independent Trustees’ compensation

     1,353   

Custodian fee

     6,059   

Shareholder communications

     15,942   

Audit and tax fees

     47,784   

Legal fees

     447   

Registration fees

     116,153   

Miscellaneous

     16,109   

Total expenses

     $590,416   

Reduction of expenses by investment adviser and distributor

     (145,571

Net expenses

     $444,845   

Net investment income

     $424,103   
Realized and unrealized gain (loss) on investments         

Realized gain (loss) on investments (identified cost basis)

     $(287,502

Change in unrealized appreciation (depreciation) on investments

     $5,042,099   

Net realized and unrealized gain (loss) on investments

     $4,754,597   

Change in net assets from operations

     $5,178,700   

See Notes to Financial Statements

 

17


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Years ended 8/31  
     2016      2015  
Change in net assets              
From operations                  

Net investment income

     $424,103         $126,632   

Net realized gain (loss) on investments

     (287,502      89,950   

Net unrealized gain (loss) on investments

     5,042,099         (250,899

Change in net assets from operations

     $5,178,700         $(34,317
Distributions declared to shareholders                  

From net investment income

     $(300,213      $(106,873

From net realized gain on investments

     (135,911      (2,950

Total distributions declared to shareholders

     $(436,124      $(109,823

Change in net assets from fund share transactions

     $38,103,303         $12,816,813   

Total change in net assets

     $42,845,879         $12,672,673   
Net assets                  

At beginning of period

     16,556,194         3,883,521   

At end of period (including undistributed net investment income of $154,248 and $30,498, respectively)

     $59,402,073         $16,556,194   

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A    Years ended 8/31    

Period
ended

8/31/14 (c)

 
     2016     2015    

Net asset value, beginning of period

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

Net investment income (d)

     $0.15        $0.14        $0.11   

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

     1.49        0.30 (g)      0.77   

Total from investment operations

     $1.64        $0.44        $0.88   
Less distributions declared to shareholders                         

From net investment income

     $(0.11     $(0.13     $(0.06

From net realized gain on investments

     (0.09     (0.01       

Total distributions declared to shareholders

     $(0.20     $(0.14     $(0.06

Net asset value, end of period (x)

     $12.56        $11.12        $10.82   

Total return (%) (r)(s)(t)(x)

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

Expenses before expense reductions (f)

     1.65        2.72        4.45 (a) 

Expenses after expense reductions (f)

     1.19        1.18        1.15 (a) 

Net investment income

     1.25        1.22        1.40 (a) 

Portfolio turnover

     38        33        30 (n) 

Net assets at end of period (000 omitted)

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

See Notes to Financial Statements

 

19


Table of Contents

Financial Highlights – continued

 

Class B    Years ended 8/31    

Period
ended

8/31/14 (c)

 
     2016     2015    

Net asset value, beginning of period

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

Net investment income (d)

     $0.06        $0.05        $0.04   

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

     1.48        0.30 (g)      0.78   

Total from investment operations

     $1.54        $0.35        $0.82   
Less distributions declared to shareholders                         

From net investment income

     $(0.02     $(0.05     $(0.01

From net realized gain on investments

     (0.09     (0.01       

Total distributions declared to shareholders

     $(0.11     $(0.06     $(0.01

Net asset value, end of period (x)

     $12.53        $11.10        $10.81   

Total return (%) (r)(s)(t)(x)

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

Expenses before expense reductions (f)

     2.42        3.79        5.75 (a) 

Expenses after expense reductions (f)

     1.95        1.95        1.93 (a) 

Net investment income

     0.49        0.43        0.46 (a) 

Portfolio turnover

     38        33        30 (n) 

Net assets at end of period (000 omitted)

     $1,885        $717        $170   
Class C    Years ended 8/31    

Period
ended

8/31/14 (c)

 
     2016     2015    

Net asset value, beginning of period

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

Net investment income (d)

     $0.06        $0.05        $0.04   

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

     1.48        0.30 (g)      0.79   

Total from investment operations

     $1.54        $0.35        $0.83   
Less distributions declared to shareholders                         

From net investment income

     $(0.04     $(0.05     $(0.03

From net realized gain on investments

     (0.09     (0.01       

Total distributions declared to shareholders

     $(0.13     $(0.06     $(0.03

Net asset value, end of period (x)

     $12.50        $11.09        $10.80   

Total return (%) (r)(s)(t)(x)

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

Expenses before expense reductions (f)

     2.31        3.73        5.39 (a) 

Expenses after expense reductions (f)

     1.95        1.95        1.93 (a) 

Net investment income

     0.48        0.43        0.48 (a) 

Portfolio turnover

     38        33        30 (n) 

Net assets at end of period (000 omitted)

     $9,977        $1,564        $421   

See Notes to Financial Statements

 

20


Table of Contents

Financial Highlights – continued

 

Class I    Years ended 8/31    

Period
ended

8/31/14 (c)

 
     2016     2015    

Net asset value, beginning of period

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

Net investment income (d)

     $0.18        $0.16        $0.11   

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

     1.48        0.30 (g)      0.80   

Total from investment operations

     $1.66        $0.46        $0.91   
Less distributions declared to shareholders                         

From net investment income

     $(0.14     $(0.15     $(0.07

From net realized gain on investments

     (0.09     (0.01       

Total distributions declared to shareholders

     $(0.23     $(0.16     $(0.07

Net asset value, end of period (x)

     $12.57        $11.14        $10.84   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     1.20        2.53        4.72 (a) 

Expenses after expense reductions (f)

     0.95        0.95        0.93 (a) 

Net investment income

     1.51        1.36        1.43 (a) 

Portfolio turnover

     38        33        30 (n) 

Net assets at end of period (000 omitted)

     $16,123        $964        $177   
Class R1    Years ended 8/31    

Period
ended

8/31/14 (c)

 
     2016     2015    

Net asset value, beginning of period

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

Net investment income (d)

     $0.06        $0.04        $0.03   

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

     1.49        0.31 (g)      0.80   

Total from investment operations

     $1.55        $0.35        $0.83   
Less distributions declared to shareholders                         

From net investment income

     $(0.01     $(0.04     $(0.01

From net realized gain on investments

     (0.09     (0.01       

Total distributions declared to shareholders

     $(0.10     $(0.05     $(0.01

Net asset value, end of period (x)

     $12.57        $11.12        $10.82   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     2.56        4.18        5.92 (a) 

Expenses after expense reductions (f)

     1.95        1.95        1.93 (a) 

Net investment income

     0.48        0.39        0.40 (a) 

Portfolio turnover

     38        33        30 (n) 

Net assets at end of period (000 omitted)

     $57        $112        $108   

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class R2    Years ended 8/31    

Period
ended

8/31/14 (c)

 
     2016     2015    

Net asset value, beginning of period

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

Net investment income (d)

     $0.12        $0.10        $0.07   

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

     1.49        0.30 (g)      0.80   

Total from investment operations

     $1.61        $0.40        $0.87   
Less distributions declared to shareholders                         

From net investment income

     $(0.04     $(0.09     $(0.04

From net realized gain on investments

     (0.09     (0.01       

Total distributions declared to shareholders

     $(0.13     $(0.10     $(0.04

Net asset value, end of period (x)

     $12.61        $11.13        $10.83   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     2.07        3.68        5.42 (a) 

Expenses after expense reductions (f)

     1.45        1.45        1.43 (a) 

Net investment income

     0.98        0.89        0.90 (a) 

Portfolio turnover

     38        33        30 (n) 

Net assets at end of period (000 omitted)

     $53        $113        $109   
Class R3    Years ended 8/31    

Period
ended

8/31/14 (c)

 
     2016     2015    

Net asset value, beginning of period

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

Net investment income (d)

     $0.15        $0.13        $0.09   

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

     1.48        0.31 (g)      0.79   

Total from investment operations

     $1.63        $0.44        $0.88   
Less distributions declared to shareholders                         

From net investment income

     $(0.09     $(0.12     $(0.05

From net realized gain on investments

     (0.09     (0.01       

Total distributions declared to shareholders

     $(0.18     $(0.13     $(0.05

Net asset value, end of period (x)

     $12.59        $11.14        $10.83   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     1.82        3.43        5.17 (a) 

Expenses after expense reductions (f)

     1.20        1.20        1.18 (a) 

Net investment income

     1.23        1.14        1.15 (a) 

Portfolio turnover

     38        33        30 (n) 

Net assets at end of period (000 omitted)

     $53        $113        $109   

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class R4    Years ended 8/31    

Period
ended

8/31/14 (c)

 
     2016     2015    

Net asset value, beginning of period

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

Net investment income (d)

     $0.17        $0.16        $0.11   

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

     1.49        0.30 (g)      0.80   

Total from investment operations

     $1.66        $0.46        $0.91   
Less distributions declared to shareholders                         

From net investment income

     $(0.13     $(0.15     $(0.07

From net realized gain on investments

     (0.09     (0.01       

Total distributions declared to shareholders

     $(0.22     $(0.16     $(0.07

Net asset value, end of period (x)

     $12.58        $11.14        $10.84   

Total return (%) (r)(s)(x)

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

Expenses before expense reductions (f)

     1.57        3.18        4.92 (a) 

Expenses after expense reductions (f)

     0.95        0.95        0.93 (a) 

Net investment income

     1.48        1.39        1.40 (a) 

Portfolio turnover

     38        33        30 (n) 

Net assets at end of period (000 omitted)

     $53        $114        $109   
Class R6 (formerly Class R5)    Years ended 8/31    

Period
ended

8/31/14 (c)

 
     2016     2015    

Net asset value, beginning of period

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

Net investment income (d)

     $0.18        $0.16        $0.11   

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

     1.50        0.30 (g)      0.80   

Total from investment operations

     $1.68        $0.46        $0.91   
Less distributions declared to shareholders                         

From net investment income

     $(0.15     $(0.15     $(0.07

From net realized gain on investments

     (0.09     (0.01       

Total distributions declared to shareholders

     $(0.24     $(0.16     $(0.07

Net asset value, end of period (x)

     $12.58        $11.14        $10.84   

Total return (%) (r)(s)(x)

     15.21        4.22        9.11 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                        

Expenses before expense reductions (f)

     1.36        3.14        4.90 (a) 

Expenses after expense reductions (f)

     0.88        0.91        0.91 (a) 

Net investment income

     1.53        1.43        1.42 (a) 

Portfolio turnover

     38        33        30 (n) 

Net assets at end of period (000 omitted)

     $1,693        $1,593        $1,527   

See Notes to Financial Statements

 

23


Table of Contents

Financial Highlights – continued

 

 

(a) Annualized.
(c) For the period from the commencement of the fund’s investment operations, December 5, 2013, through the stated period end.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(g) The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.
(n) Not annualized.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net 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

 

24


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

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

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

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to

 

25


Table of Contents

Notes to Financial Statements – continued

 

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 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, 2016 in valuing the fund’s assets or liabilities:

 

Investments at Value    Level 1      Level 2      Level 3      Total  
Equity Securities      $58,583,659         $—         $—         $58,583,659   
Mutual Funds      379,373                         379,373   
Total Investments      $58,963,032         $—         $—         $58,963,032   

 

26


Table of Contents

Notes to Financial Statements – continued

 

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

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

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

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

Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. For the year ended August 31, 2016, custody fees were not reduced.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

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

Book/tax differences primarily relate to wash sale loss deferrals.

 

27


Table of Contents

Notes to Financial Statements – continued

 

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

 

     8/31/16      8/31/15  
Ordinary income (including any
short-term capital gains)
     $349,626         $109,823   
Long-term capital gains      86,498           
Total distributions      $436,124         $109,823   

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

 

As of 8/31/16       
Cost of investments      $54,151,749   
Gross appreciation      4,954,521   
Gross depreciation      (143,238
Net unrealized appreciation (depreciation)      $4,811,283   
Undistributed ordinary income      154,248   
Capital loss carryforwards      (138,669

As of August 31, 2016, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(138,669

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

 

     From net investment
income
     From net realized gain on
investments
 
     Year
ended
8/31/16
     Year
ended
8/31/15
     Year
ended
8/31/16
     Year
ended
8/31/15
 
Class A      $179,229         $68,391         $101,633         $1,238   
Class B      1,944         1,540         6,272         145   
Class C      13,239         4,579         14,761         355   
Class I      90,805         6,873         6,457         100   
Class R1      32         384         390         61   
Class R2      198         944         390         62   
Class R3      400         1,226         390         62   
Class R4      605         1,510         391         62   
Class R6 (formerly Class R5)      13,761         21,426         5,227         865   
Total      $300,213         $106,873         $135,911         $2,950   

 

28


Table of Contents

Notes to Financial Statements – continued

 

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

(3) Transactions with Affiliates

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

 

     Effective
Commencement
of Period
     Effective
12/29/15
 
First $1 billion of average daily net assets      0.75%         0.60%   
Next $1.5 billion of average daily net assets      0.70%         0.55%   
Average daily net assets in excess of $2.5 billion      0.65%         0.50%   

The investment adviser had agreed in writing to reduce its management fee to 0.60% for the first $1 billion of average daily net assets and 0.55% in excess of $1 billion of average daily net assets. This written agreement terminated on December 28, 2015. For the period September 1, 2015 to December 28, 2015, this management fee reduction amounted to $8,112, which is included in the reduction of total expenses in the Statement of Operations. MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2016, this management fee reduction amounted to $2,489, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.59% of the fund’s average daily net assets.

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

 

Classes  
A   B     C     I     R1     R2     R3     R4     R6
(formerly
Class R5)
 
1.20%     1.95%        1.95%        0.95%        1.95%        1.45%        1.20%        0.95%        0.91%   

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2017. For the year ended August 31, 2016, this reduction amounted to $131,783, which is included in the reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $65,344 for the year ended August 31, 2016, as its portion of the initial sales charge on sales of Class A shares of the fund.

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

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of

 

29


Table of Contents

Notes to Financial Statements – continued

 

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A              0.25%         0.25%         0.23%         $51,979   
Class B      0.75%         0.25%         1.00%         1.00%         12,396   
Class C      0.75%         0.25%         1.00%         1.00%         44,817   
Class R1      0.75%         0.25%         1.00%         1.00%         549   
Class R2      0.25%         0.25%         0.50%         0.50%         272   
Class R3              0.25%         0.25%         0.25%         136   
Total Distribution and Service Fees         $110,149   

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2016 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2016, this rebate amounted to $3,143 and $44 for Class A and Class B, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2016, were as follows:

 

     Amount  
Class A      $6   
Class B      4,660   
Class C      1,117   

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2016, the fee was $7,052, which equated to 0.0198% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2016, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $29,982.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative

 

30


Table of Contents

Notes to Financial Statements – continued

 

services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.0491% of the fund’s average daily net assets.

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

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2016, the fee paid by the fund under this agreement was $76 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.

On September 9, 2015, MFS redeemed 10,176, 5,557, 10,076, 5,716, 5,552, 5,633, 5,676, 5,715, and 129,501 shares of Class A, Class B, Class C, Class I, Class R1, Class R2, Class R3, Class R4, and Class R6 (formerly Class R5), respectively, for an aggregate amount of $2,018,148. On June 29, 2016, MFS redeemed 4,546, 4,559, 363, 371, and 379 shares, respectively, of Class B, Class I, Class R2, Class R3, and Class R4, for an aggregate amount of $125,049.

At August 31, 2016, MFS held approximately 100% of the outstanding shares of Class R1, Class R2, Class R3, and Class R4, respectively.

(4) Portfolio Securities

For the year ended August 31, 2016, purchases and sales of investments, other than short-term obligations, aggregated $51,027,500 and $13,425,967, respectively.

 

31


Table of Contents

Notes to Financial Statements – continued

 

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/16
     Year ended
8/31/15
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     2,092,547         $24,894,676         1,255,223         $14,308,949   

Class B

     113,015         1,323,803         61,412         699,282   

Class C

     747,875         8,945,844         108,089         1,225,622   

Class I

     1,514,125         17,745,563         90,200         1,029,639   

Class R6 (formerly Class R5)

     148,602         1,724,717                   
     4,616,164         $54,634,603         1,514,924         $17,263,492   
Shares issued to shareholders in reinvestment of distributions            

Class A

     24,005         $280,852         6,132         $69,629   

Class B

     712         8,216         148         1,670   

Class C

     2,377         27,828         438         4,934   

Class I

     8,111         97,262         614         6,973   

Class R1

     37         422         40         445   

Class R2

     50         588         90         1,005   

Class R3

     68         790         115         1,288   

Class R4

     86         996         141         1,572   

Class R6 (formerly Class R5)

     304         3,550         1,991         22,291   
     35,750         $420,504         9,709         $109,807   
Shares reacquired            

Class A

     (779,292      $(9,522,556      (354,999      $(4,099,493

Class B

     (27,799      (327,879      (12,729      (147,017

Class C

     (93,160      (1,097,562      (6,416      (73,362

Class I

     (325,884      (3,977,164      (20,551      (236,614

Class R1

     (5,552      (60,905                

Class R2

     (5,996      (66,317                

Class R3

     (6,047      (66,925                

Class R4

     (6,094      (67,506                

Class R6 (formerly Class R5)

     (157,202      (1,764,990                
     (1,407,026      $(16,951,804      (394,695      $(4,556,486

 

32


Table of Contents

Notes to Financial Statements – continued

 

     Year ended
8/31/16
     Year ended
8/31/15
 
     Shares      Amount      Shares      Amount  
Net change            

Class A

     1,337,260         $15,652,972         906,356         $10,279,085   

Class B

     85,928         1,004,140         48,831         553,935   

Class C

     657,092         7,876,110         102,111         1,157,194   

Class I

     1,196,352         13,865,661         70,263         799,998   

Class R1

     (5,515      (60,483      40         445   

Class R2

     (5,946      (65,729      90         1,005   

Class R3

     (5,979      (66,135      115         1,288   

Class R4

     (6,008      (66,510      141         1,572   

Class R6 (formerly Class R5)

     (8,296      (36,723      1,991         22,291   
     3,244,888         $38,103,303         1,129,938         $12,816,813   

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

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2016, the fund’s commitment fee and interest expense were $156 and $0, respectively, and are included in “Miscellaneous” expense in 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
     460,003         33,123,557         (33,204,187      379,373   
Underlying Affiliated Fund    Realized
Gain (Loss)
     Capital Gain
Distributions
     Dividend
Income
     Ending
Value
 
MFS Institutional Money
Market Portfolio
     $—         $—         $2,100         $379,373   

 

33


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Low Volatility Equity Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2016, by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Low Volatility Equity Fund (one of the series constituting the MFS Series Trust I) at August 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2016

 

34


Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2016, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 52)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director   N/A

Robin A. Stelmach (k)

(age 55)

  Trustee and
President
  January 2014  

Massachusetts Financial

Services Company,

Executive Vice President and Chief Operating Officer

  N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 74)
  Trustee and Chair of Trustees   January 2004   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman

Steven E. Buller

(age 65)

  Trustee   February 2014   Chairman, Financial Accounting Standards Advisory Council (until 2015); Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A
Robert E. Butler
(age 74)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A

 

35


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Maureen R. Goldfarb

(age 61)

  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 75)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman (until 2014)   Texas Donuts, Vice Chairman (until 2010)
Michael Hegarty
(age 71)
  Trustee   December 2004   Private investor   Rouse Properties Inc., Director; Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 61)

  Trustee   January 2009   Private investor   N/A

Maryanne L. Roepke

(age 60)

  Trustee   May 2014   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 59)
  Trustee   March 2005   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Robert W. Uek
(age 75)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS
Christopher R. Bohane (k)
(age 42)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

Kino Clark (k)

(age 48)

 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A

Kristin V. Collins (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  September 2015   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

 

36


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Thomas H. Connors (k)

(age 57)

 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

  N/A
Ethan D. Corey (k)
(age 52)
  Assistant
Secretary and Assistant Clerk
  July 2005  

Massachusetts Financial Services Company,

Senior Vice President and Associate General Counsel

  N/A
David L. DiLorenzo (k)
(age 48)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A

Brian E. Langenfeld (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Susan A. Pereira (k)
(age 45)
  Assistant Secretary and Assistant Clerk   July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kasey L. Phillips (k)

(age 45)

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

 

37


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Mark N. Polebaum (k)
(age 64)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A

Matthew A. Stowe (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  October 2014   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A
Frank L. Tarantino
(age 72)
 

Independent

Senior Officer

  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel (k)
(age 46)
  Assistant
Secretary and Assistant Clerk
  October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A

Martin J. Wolin (k)

(age 49)

  Chief Compliance Officer   July 2015   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)   N/A
James O. Yost (k)
(age 56)
  Deputy Treasurer   September 1990   Massachusetts Financial Services Company, Senior Vice President   N/A

 

(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

38


Table of Contents

Trustees and Officers – continued

 

Each Trustee (except Ms. Stelmach, Mr. Buller and Ms. Roepke) has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of October 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.

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

 

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

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

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

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Managers  

James Fallon

Matthew Krummell

Jonathan Sage

John Stocks

 

 

39


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2016 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for the one-year period ended December 31, 2015 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and

 

40


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds for the one-year period ended December 31, 2015. 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 one-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The Fund commenced operations on December 5, 2013 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was lower than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.

 

41


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2.5 billion. They also noted that MFS had amended its contractual advisory fee rate schedule to reduce the Fund’s advisory fee rate applicable at each breakpoint effective December 29, 2015. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

42


Table of Contents

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, 2016.

 

43


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

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

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

44


Table of Contents

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2016 income tax forms in January 2017. The following information is provided pursuant to provisions of the Internal Revenue Code.

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

The fund designates $96,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 100% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

45


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

46


Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

47


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2016

 

LOGO

 

MFS® NEW DISCOVERY FUND

 

LOGO

 

NDF-ANN

 


Table of Contents

MFS® NEW DISCOVERY FUND

 

CONTENTS

 

Letter from the Chairman     1   
Portfolio composition     2   
Management review     3   
Performance summary     6   
Expense table     9   
Portfolio of investments     11   
Statement of assets and liabilities     17   
Statement of operations     19   
Statements of changes in net assets     20   
Financial highlights     21   
Notes to financial statements     28   
Report of independent registered public accounting firm     40   
Trustees and officers     41   
Board review of investment advisory agreement     46   
Proxy voting policies and information     50   
Quarterly portfolio disclosure     50   
Further information     50   
Information about fund contracts and legal claims     51   
Federal tax information     51   
MFS® privacy notice     52   
Contact information    back cover   

 

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholders:

Despite the unexpected vote by the United Kingdom to leave the European Union, most markets proved resilient, with U.S. shares rallying to record highs during August.

Global interest rates remain very low, with most central banks maintaining extremely accommodative monetary policies to reinvigorate slow-growing economies against a backdrop of low inflation. This environment has favored risky assets such as equities, as investors are forced to accept greater risks in search of acceptable returns in a low-return environment. U.S. investment-grade and high-yield bonds have also benefited from low, and even negative, yields overseas.

China remains a source of concern for investors, as overcapacity in its manufacturing sector inhibits the government’s attempt to

change its domestic economy from one driven by exports to a consumer-driven model. Despite the slow-growth environment, emerging market equities have held up well, withstanding geopolitical shocks like an attempted coup in Turkey and impeachment proceedings against Brazil’s president. The U.S. Federal Reserve’s go-slow approach to rate hikes has also helped.

At MFS®, we believe it is best to view markets through a long lens and not react to short-term swings. That makes it possible to filter out market noise and focus on long-term fundamentals.

In our view, the professional guidance of a financial advisor, along with a patient, long-term approach, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Chairman

MFS Investment Management

October 17, 2016

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Bright Horizons Family Solutions, Inc.     3.0%   
SS&C Technologies Holdings, Inc.     2.0%   
Berry Plastics Group, Inc.     1.9%   
Masimo Corp.     1.8%   
Healthcare Services Group, Inc.     1.8%   
Steris PLC     1.7%   
Live Nation, Inc.     1.6%   
Sabre Corp.     1.5%   
PerkinElmer, Inc.     1.5%   
Axalta Coating Systems Ltd.     1.4%   
Equity sectors  
Health Care     24.9%   
Technology     18.3%   
Special Products & Services     14.2%   
Basic Materials     7.5%   
Financial Services     7.5%   
Leisure     6.3%   
Industrial Goods & Services     6.2%   
Autos & Housing     5.5%   
Retailing     3.5%   
Consumer Staples     2.5%   
Energy     1.2%   
Transportation     1.1%   
 

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

Percentages are based on net assets as of 8/31/16.

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

 

2


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2016, Class A shares of the MFS New Discovery Fund (“fund”) provided a total return of 1.77%, at net asset value. This compares with a return of 3.55% for the fund’s benchmark, the Russell 2000® Growth Index.

Market Environment

Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. The US Federal Reserve began its long-anticipated monetary tightening cycle in the middle of the period, but the tightening cycle has proved to be more gradual than initially anticipated. Globally, central bank policy remained highly accommodative, which forced many government, and even some corporate, bond yields into negative territory. Near the end of the period, the United Kingdom voted to leave the European Union (“EU”), beginning a multi-year process of negotiation in order to achieve “Brexit”. While markets initially reacted to the vote with alarm, the spillover to European and EM was relatively short-lived (although risks of further hits to EU cohesiveness could re-emerge).

During the second half of the reporting period, US earnings headwinds expanded beyond the energy, materials and industrial sectors, to include most sectors of the market. The sharp rise in the US dollar also weighed on earnings early in the period, though dollar strength ebbed somewhat late in the period. US consumer spending held up well during the second half of the period amid a modest increase in real wages and falling gasoline prices. Demand for autos reached near-record territory before receding modestly late in the period, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many EM countries. That said, EM countries began to show signs of a modest upturn in activity along with adjustment in their external accounts. These improved conditions appeared to have reassured investors and contributed to record inflows into the asset class during July and August as negative yields for an increasing share of developed market bonds drove yield-hungry investors further out on the risk spectrum. Similar investor inflows were experienced in the high grade and high yield corporate markets.

Detractors from Performance

Stock selection in the industrial goods & services sector and a combination of weak stock selection, and to a lesser extent, an underweight position in the financial services sector detracted from performance relative to the Russell 2000® Growth Index. However, there were no individual securities within either sector that were among the fund’s top relative detractors during the period.

Stock selection in both the transportation and basic materials sectors further weakened relative performance. Within the transportation sector, the fund’s holdings of shipping company Diana Shipping (b)(h) (Greece) held back relative returns. Shares of Diana Shipping fell in the first half of the reporting period owing to weak demand growth from China, sluggish new vessel supply and a slowdown in the dry bulk shipping market. Within the basic materials sector, the fund’s overweight position in silicon and specialty metals provider Ferroglobe (United Kingdom) also hindered relative results.

 

3


Table of Contents

Management Review – continued

 

Elsewhere, overweight positions in biopharmaceutical company AMAG Pharmaceuticals, emergency rooms operator Adeptus Health, automotive products reseller Fenix Parts, cardiovascular medical device maker Cardiovascular Systems (h), hotels operator La Quinta (h) and biopharmaceutical company Aratana Therapeutics held back relative results. Shares of AMAG Pharmaceuticals fell early in the period driven by lower-than-expected growth in sales of its Makena drug that is used to lower the risk of premature birth and higher operating expenses following the acquisition of Cord Blood Registry (CBR), the world’s largest stem cell collection and storage company. The share price of Adeptus Health depreciated due to a larger-than-expected impact from seasonality towards the end of the calendar year. Additionally, holdings of senior living communities operator Brookdale Senior Living (b) and not owning biopharmaceutical company Dyax further hindered relative performance.

Contributors to Performance

Strong stock selection in the retailing sector contributed to relative performance. Within this sector, an overweight position in discount retailer Ollie’s Bargain Outlet Holdings aided relative results led by strong sales, a continued flow of merchandise into its stores and low gas prices which appeared to have kept consumers hunting for bargains.

Strong stock selection, and to a lesser extent, an overweight position in the health care sector also aided relative returns. Here, the fund’s overweight positions in global medical technology company Masimo, biopharmaceutical company Tesaro and healthcare services provider Healthcare Services Group boosted relative performance. Shares of Masimo appreciated in the second half of the reporting period owing primarily to strong performance in its SET (Signal Extraction Technology) business and growth in Rainbow product sales. New product lines, an additional tender win in the Middle East and an active buyback program also supported the company’s share price.

Stock selection in the technology sector bolstered relative returns. Here, overweighting enterprise-class cloud commerce solutions provider Demandware (h), software solutions provider Fleetmatics Group (h) and online event management solutions provider Cvent (h) contributed to relative results. Shares of Demandware rose after the company announced it was being acquired by Salesforce.com.

Elsewhere, the fund’s holdings of chemicals manufacturer Albemarle (b)(h), securities exchange services provider NASDAQ (b) and electronic payment services company Global Payments (b) further contributed to relative performance.

Respectfully,

 

Paul Gordon   Michael Grossman
Portfolio Manager   Portfolio Manager

 

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

 

4


Table of Contents

Management Review – continued

 

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

 

5


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/16

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

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

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

6


Table of Contents

Performance Summary – continued

 

Total Returns through 8/31/16

Average annual without sales charge

 

     Share Class   Class Inception Date    1-yr    5-yr    10-yr    Life (t)     
    A   1/02/97    1.77%    9.24%    8.58%    N/A    
    B   11/03/97    1.00%    8.42%    7.79%    N/A    
    C   11/03/97    0.99%    8.42%    7.79%    N/A    
    I   1/02/97    2.02%    9.51%    8.88%    N/A    
    R1   4/01/05    1.05%    8.43%    7.78%    N/A    
    R2   10/31/03    1.55%    8.97%    8.32%    N/A    
    R3   4/01/05    1.77%    9.24%    8.59%    N/A    
    R4   4/01/05    2.03%    9.50%    8.86%    N/A    
    R6 (formerly Class R5)   6/01/12    2.13%    N/A    N/A    11.10%    
    529A   7/31/02    1.74%    9.20%    8.48%    N/A    
    529B   7/31/02    0.98%    8.39%    7.70%    N/A    
    529C   7/31/02    0.98%    8.36%    7.69%    N/A    
Comparative benchmark    
     Russell 2000® Growth Index (f)    3.55%    13.02%    8.20%    N/A     
Average annual with sales charge    
    A

With Initial Sales Charge (5.75%)

   (4.08)%    7.96%    7.94%    N/A    
    B

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

   (3.00)%    8.14%    7.79%    N/A    
    C

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

   (0.01)%    8.42%    7.79%    N/A    
    529A

With Initial Sales Charge (5.75%)

   (4.11)%    7.91%    7.84%    N/A    
    529B

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

   (3.02)%    8.11%    7.70%    N/A    
    529C

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

   (0.02)%    8.36%    7.69%    N/A    

CDSC – Contingent Deferred Sales Charge.

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

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

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

 

7


Table of Contents

Performance Summary – continued

 

Benchmark Definition

Russell 2000® Growth Index – constructed to provide a comprehensive barometer for growth securities in the small-cap segment of the U.S. equity universe. Companies in this index generally have higher price-to-book ratios and higher forecasted growth values. The Russell 2000® Growth Index is a trademark/service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.

It is not possible to invest directly in an index.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

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

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

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

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

 

8


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2016 through August 31, 2016

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, 2016 through August 31, 2016.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

9


Table of Contents

Expense Table – continued

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/16
    Ending
Account Value
8/31/16
    Expenses
Paid During
Period (p)
3/01/16-8/31/16
 
A   Actual     1.31%        $1,000.00        $1,213.39        $7.29   
  Hypothetical (h)     1.31%        $1,000.00        $1,018.55        $6.65   
B   Actual     2.06%        $1,000.00        $1,208.71        $11.44   
  Hypothetical (h)     2.06%        $1,000.00        $1,014.78        $10.43   
C   Actual     2.06%        $1,000.00        $1,208.93        $11.44   
  Hypothetical (h)     2.06%        $1,000.00        $1,014.78        $10.43   
I   Actual     1.07%        $1,000.00        $1,214.82        $5.96   
  Hypothetical (h)     1.07%        $1,000.00        $1,019.76        $5.43   
R1   Actual     2.06%        $1,000.00        $1,209.48        $11.44   
  Hypothetical (h)     2.06%        $1,000.00        $1,014.78        $10.43   
R2   Actual     1.57%        $1,000.00        $1,212.36        $8.73   
  Hypothetical (h)     1.57%        $1,000.00        $1,017.24        $7.96   
R3   Actual     1.32%        $1,000.00        $1,213.60        $7.34   
  Hypothetical (h)     1.32%        $1,000.00        $1,018.50        $6.70   
R4   Actual     1.07%        $1,000.00        $1,215.01        $5.96   
  Hypothetical (h)     1.07%        $1,000.00        $1,019.76        $5.43   
R6 (formerly Class R5)   Actual     0.97%        $1,000.00        $1,215.67        $5.40   
  Hypothetical (h)     0.97%        $1,000.00        $1,020.26        $4.93   
529A   Actual     1.34%        $1,000.00        $1,213.58        $7.46   
  Hypothetical (h)     1.34%        $1,000.00        $1,018.40        $6.80   
529B   Actual     2.09%        $1,000.00        $1,209.10        $11.61   
  Hypothetical (h)     2.09%        $1,000.00        $1,014.63        $10.58   
529C   Actual     2.11%        $1,000.00        $1,208.49        $11.71   
  Hypothetical (h)     2.11%        $1,000.00        $1,014.53        $10.68   

 

(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class 529A and Class 529B shares, this rebate reduced the expense ratios above by 0.02% and 0.03%, respectively. See Note 3 in the Notes to Financial Statements for additional information.

 

10


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/16

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

 

Common Stocks - 98.7%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 1.4%                 
HEICO Corp.      78,894      $ 5,361,639   
Leidos Holdings, Inc.      249,353        10,101,290   
    

 

 

 
      $ 15,462,929   
Automotive - 0.6%                 
Fenix Parts, Inc. (a)(h)      1,338,451      $ 6,504,872   
Biotechnology - 4.1%                 
Acadia Pharmaceuticals, Inc. (a)(l)      110,073      $ 3,536,645   
Alder Biopharmaceuticals, Inc. (a)      91,481        3,016,129   
Alnylam Pharmaceuticals, Inc. (a)      49,251        3,440,182   
AMAG Pharmaceuticals, Inc. (a)      236,533        5,636,581   
Amicus Therapeutics, Inc. (a)      436,928        2,923,048   
Exact Sciences Corp. (a)      193,261        3,569,531   
MiMedx Group, Inc. (a)(l)      638,132        4,620,076   
Neurocrine Biosciences, Inc. (a)      76,944        3,728,706   
Novavax, Inc. (a)(l)      515,613        3,526,793   
Spark Therapeutics, Inc. (a)      70,353        3,980,573   
Tesaro, Inc. (a)      72,716        6,158,318   
VTV Therapeutics, Inc. (a)      275,016        1,553,840   
    

 

 

 
      $ 45,690,422   
Broadcasting - 1.6%                 
Live Nation, Inc. (a)      676,875      $ 18,086,100   
Brokerage & Asset Managers - 1.6%                 
NASDAQ, Inc.      130,190      $ 9,270,830   
Raymond James Financial, Inc.      145,002        8,434,766   
    

 

 

 
      $ 17,705,596   
Business Services - 10.6%                 
Bright Horizons Family Solutions, Inc. (a)      499,197      $ 34,025,268   
CoStar Group, Inc. (a)      44,508        9,224,283   
Gartner, Inc. (a)      142,000        12,922,000   
Global Payments, Inc.      139,912        10,626,316   
Medpace Holdings, Inc. (a)      108,530        3,065,973   
Travelport Worldwide Ltd.      609,880        8,373,652   
Tyler Technologies, Inc. (a)      33,410        5,477,570   
Ultimate Software Group, Inc. (a)      54,295        11,344,397   

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Business Services - continued                 
Univar, Inc. (a)      349,691      $ 7,235,107   
WNS (Holdings) Ltd., ADR (a)      360,408        10,570,767   
Zendesk, Inc. (a)      227,596        6,950,782   
    

 

 

 
      $ 119,816,115   
Chemicals - 1.2%                 
FMC Corp.      118,544      $ 5,564,455   
Ingevity Corp. (a)      185,197        8,219,043   
    

 

 

 
      $ 13,783,498   
Computer Software - 6.5%                 
2U, Inc. (a)      283,020      $ 10,001,927   
Aspen Technology, Inc. (a)      277,129        12,598,284   
Cadence Design Systems, Inc. (a)      502,965        12,795,430   
Enghouse Systems Ltd.      143,886        6,114,661   
Paylocity Holding Corp. (a)      149,942        6,751,888   
Sabre Corp.      602,090        16,948,834   
SecureWorks Corp. (a)      610,636        8,671,031   
    

 

 

 
      $ 73,882,055   
Computer Software - Systems - 7.1%                 
Kinaxis, Inc. (a)      113,691      $ 5,387,188   
Model N, Inc. (a)      542,928        5,820,188   
NICE Systems Ltd., ADR      231,728        15,857,147   
Proofpoint, Inc. (a)      95,506        7,349,187   
Q2 Holdings, Inc. (a)      363,222        10,286,447   
Rapid7, Inc. (a)      413,554        7,431,565   
ServiceNow, Inc. (a)      62,884        4,569,780   
SS&C Technologies Holdings, Inc.      699,534        23,049,645   
    

 

 

 
      $ 79,751,147   
Construction - 4.9%                 
GMS, Inc. (a)      379,100      $ 9,276,577   
Lennox International, Inc.      64,542        10,395,780   
Pool Corp.      102,511        10,340,285   
Siteone Landscape Supply, Inc. (a)      327,796        12,534,919   
Summit Materials, Inc., “A” (a)      455,219        8,986,023   
Techtronic Industries Co. Ltd.      1,013,500        4,108,846   
    

 

 

 
      $ 55,642,430   
Consumer Services - 2.2%                 
Carriage Services, Inc.      220,291      $ 5,163,621   
Nord Anglia Education, Inc. (a)      373,564        7,912,086   
ServiceMaster Global Holdings, Inc. (a)      304,869        11,374,662   
    

 

 

 
      $ 24,450,369   

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Containers - 1.9%                 
Berry Plastics Group, Inc. (a)      474,371      $ 21,531,700   
Electronics - 3.6%                 
Inphi Corp. (a)      115,870      $ 4,990,521   
Iriso Electronics Co. Ltd.      60,060        3,546,770   
Mellanox Technologies Ltd. (a)      68,519        3,003,873   
Monolithic Power Systems, Inc.      174,261        13,369,304   
Silicon Laboratories, Inc. (a)      234,167        13,417,769   
Solaredge Technologies, Inc. (a)(l)      122,260        2,080,865   
    

 

 

 
      $ 40,409,102   
Engineering - Construction - 0.7%                 
Team, Inc. (a)      264,008      $ 8,387,534   
Food & Beverages - 2.5%                 
AdvancePierre Foods Holdings, Inc.      217,004      $ 5,492,371   
Blue Buffalo Pet Products, Inc. (a)      238,726        6,154,356   
Flex Pharma, Inc. (a)      222,918        2,467,702   
Freshpet, Inc. (a)      521,749        5,483,582   
Snyders-Lance, Inc.      253,443        8,956,676   
    

 

 

 
      $ 28,554,687   
General Merchandise - 1.5%                 
Five Below, Inc. (a)      262,743      $ 11,707,828   
Ollie’s Bargain Outlet Holdings, Inc. (a)      216,824        5,511,666   
    

 

 

 
      $ 17,219,494   
Internet - 1.1%                 
LogMeIn, Inc.      151,373      $ 12,639,646   
Machinery & Tools - 3.2%                 
Allison Transmission Holdings, Inc.      399,466      $ 11,081,187   
Ritchie Bros. Auctioneers, Inc.      238,483        8,306,363   
SPX FLOW, Inc. (a)      285,188        8,387,379   
WABCO Holdings, Inc. (a)      81,607        8,712,363   
    

 

 

 
      $ 36,487,292   
Medical & Health Technology & Services - 7.6%                 
Adeptus Health, Inc., “A” (a)(l)      155,089      $ 6,600,588   
Brookdale Senior Living, Inc. (a)      404,607        6,963,286   
Capital Senior Living Corp. (a)      421,058        7,237,987   
Healthcare Services Group, Inc.      504,954        20,384,993   
INC Research Holdings, Inc., “A” (a)      163,772        7,145,372   
MEDNAX, Inc. (a)      166,306        10,937,946   

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Medical & Health Technology & Services - continued                 
Premier, Inc., “A” (a)      313,225      $ 9,913,571   
Teladoc, Inc. (a)(l)      410,079        7,311,709   
VCA, Inc. (a)      127,388        9,020,344   
    

 

 

 
      $ 85,515,796   
Medical Equipment - 11.7%                 
AtriCure, Inc. (a)      309,734      $ 4,766,806   
Cepheid, Inc. (a)      218,412        7,495,900   
DexCom, Inc. (a)      92,438        8,420,177   
Hologic, Inc. (a)      211,509        8,126,176   
Insulet Corp. (a)      172,166        7,287,787   
Integra LifeSciences Holdings Corp. (a)      124,389        10,749,697   
Masimo Corp. (a)      347,798        20,568,774   
Merit Medical Systems, Inc. (a)      266,963        6,471,183   
NxStage Medical, Inc. (a)      523,022        11,956,283   
PerkinElmer, Inc.      316,291        16,842,496   
Steris PLC      269,867        19,074,200   
VWR Corp. (a)      386,506        10,787,382   
    

 

 

 
      $ 132,546,861   
Oil Services - 1.2%                 
Forum Energy Technologies, Inc. (a)      462,035      $ 8,117,955   
Patterson-UTI Energy, Inc.      246,145        4,797,366   
    

 

 

 
      $ 12,915,321   
Other Banks & Diversified Financials - 3.7%                 
Bank of The Ozarks, Inc.      218,457      $ 8,559,145   
First Republic Bank      81,606        6,280,398   
Texas Capital Bancshares, Inc. (a)      188,789        9,915,198   
Webster Financial Corp.      245,987        9,502,478   
Wintrust Financial Corp.      131,560        7,312,105   
    

 

 

 
      $ 41,569,324   
Pharmaceuticals - 1.5%                 
Aratana Therapeutics, Inc. (a)      608,472      $ 5,397,147   
Collegium Pharmaceutical, Inc. (a)      313,270        2,609,539   
MediWound Ltd. (a)      309,012        2,305,230   
TherapeuticsMD, Inc. (a)(l)      1,032,488        7,103,517   
    

 

 

 
      $ 17,415,433   
Pollution Control - 0.9%                 
Clean Harbors, Inc. (a)      209,556      $ 10,016,777   

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Railroad & Shipping - 0.3%                 
StealthGas, Inc. (a)      976,797      $ 3,457,861   
Real Estate - 2.2%                 
Big Yellow Group PLC, REIT      458,482      $ 4,554,549   
Life Storage, Inc., REIT      99,116        8,920,440   
Tanger Factory Outlet Centers, Inc., REIT      282,080        11,463,731   
    

 

 

 
      $ 24,938,720   
Restaurants - 4.7%                 
Dave & Buster’s, Inc. (a)      168,801      $ 7,840,806   
Domino’s Pizza, Inc.      40,813        6,104,400   
Dunkin Brands Group, Inc.      226,913        11,107,391   
Performance Food Group Co. (a)      230,853        5,932,922   
U.S. Foods Holding Corp. (a)      422,754        10,251,785   
Wingstop, Inc. (l)      249,532        7,558,324   
Zoe’s Kitchen, Inc. (a)      165,706        4,512,174   
    

 

 

 
      $ 53,307,802   
Special Products & Services - 1.4%                 
Boyd Group Income Fund, IEU      207,040      $ 13,615,319   
Nexeo Solutions Holdings LLC (a)(z)      233,087        2,284,253   
    

 

 

 
      $ 15,899,572   
Specialty Chemicals - 4.4%                 
Axalta Coating Systems Ltd. (a)      558,999      $ 15,998,551   
Ferroglobe PLC      892,264        7,361,178   
Nexeo Solutions, Inc., EU (a)      707,014        6,928,737   
PolyOne Corp.      232,216        8,004,486   
RPM International, Inc.      206,799        11,276,749   
    

 

 

 
      $ 49,569,701   
Specialty Stores - 2.0%                 
Citi Trends, Inc.      458,547      $ 8,964,594   
Monro Muffler Brake, Inc.      76,789        4,331,667   
Urban Outfitters, Inc. (a)      258,850        9,279,773   
    

 

 

 
      $ 22,576,034   
Trucking - 0.8%                 
Swift Transportation Co. (a)      478,748      $ 8,909,500   
Total Common Stocks (Identified Cost, $961,427,113)      $ 1,114,643,690   
Money Market Funds - 1.4%                 
MFS Institutional Money Market Portfolio, 0.38% (v) (Identified Cost, $15,910,051)      15,910,051      $ 15,910,051   

 

15


Table of Contents

Portfolio of Investments – continued

 

Collateral for Securities Loaned - 1.9%                 
Issuer    Shares/Par     Value ($)  
Navigator Securities Lending Prime Portfolio, 0.43%,
at Cost and Net Asset Value (j)
     21,360,031      $ 21,360,031   
Total Investments (Identified Cost, $998,697,195)      $ 1,151,913,772   
Other Assets, Less Liabilities - (2.0)%        (22,523,634
Net Assets - 100.0%      $ 1,129,390,138   

 

(a) Non-income producing security.
(h) Affiliated issuers are those in which the fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer.
(j) The rate quoted is the annualized seven-day yield of the fund at period end.
(l) A portion of this security is on loan.
(v) 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  
Nexeo Solutions Holdings LLC    5/06/16      $2,330,870         $2,284,253   
% of Net assets         0.2%   

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

 

ADR   American Depositary Receipt
EU   Equity Unit
IEU   International Equity Unit
PLC   Public Limited Company
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/16

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, $971,921,917)

     $1,129,498,849   

Underlying affiliated funds, at value (identified cost, $15,910,051)

     15,910,051   

Other affiliated issuers, at value (identified cost, $10,865,227)

     6,504,872   

Total investments, at value, including $20,641,904 of securities on loan (identified cost, $998,697,195)

     $1,151,913,772   

Cash

     43,462   

Receivables for

  

Investments sold

     16,882,014   

Fund shares sold

     1,467,904   

Interest and dividends

     564,887   

Other assets

     1,458   

Total assets

     $1,170,873,497   
Liabilities         

Payables for

  

Investments purchased

     $15,554,019   

Fund shares reacquired

     3,986,579   

Collateral for securities loaned, at value

     21,360,031   

Payable to affiliates

  

Investment adviser

     55,674   

Shareholder servicing costs

     309,987   

Distribution and service fees

     11,950   

Program manager fees

     19   

Payable for independent Trustees’ compensation

     3,040   

Accrued expenses and other liabilities

     202,060   

Total liabilities

     $41,483,359   

Net assets

     $1,129,390,138   
Net assets consist of         

Paid-in capital

     $971,127,303   

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

     153,216,316   

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

     6,192,693   

Accumulated net investment loss

     (1,146,174

Net assets

     $1,129,390,138   

Shares of beneficial interest outstanding

     46,191,693   

 

17


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $400,997,338         16,630,803         $24.11   

Class B

     22,905,783         1,129,777         20.27   

Class C

     85,369,992         4,203,002         20.31   

Class I

     101,635,485         3,873,028         26.24   

Class R1

     5,646,971         280,304         20.15   

Class R2

     35,890,419         1,564,086         22.95   

Class R3

     57,592,653         2,390,968         24.09   

Class R4

     91,974,257         3,665,363         25.09   

Class R6 (formerly Class R5)

     320,645,136         12,153,273         26.38   

Class 529A

     5,075,099         216,771         23.41   

Class 529B

     306,255         15,581         19.66   

Class 529C

     1,350,750         68,737         19.65   

 

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Classes A and 529A, for which the maximum offering prices per share were $25.58 [100 / 94.25 x $24.11] and $24.84 [100 / 94.25 x $23.41], respectively. On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R6, and 529A.

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/16

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 loss   

Income

  

Dividends

     $8,956,169   

Income on securities loaned

     893,433   

Dividends from underlying affiliated funds

     79,765   

Foreign taxes withheld

     (58,325

Total investment income

     $9,871,042   

Expenses

  

Management fee

     $10,736,014   

Distribution and service fees

     2,614,400   

Shareholder servicing costs

     1,480,205   

Program manager fees

     6,414   

Administrative services fee

     197,069   

Independent Trustees’ compensation

     31,267   

Custodian fee

     108,249   

Shareholder communications

     88,096   

Audit and tax fees

     56,706   

Legal fees

     13,954   

Miscellaneous

     194,942   

Total expenses

     $15,527,316   

Fees paid indirectly

     (101

Reduction of expenses by investment adviser and distributor

     (301,560

Net expenses

     $15,225,655   

Net investment loss

     $(5,354,613
Realized and unrealized gain (loss) on investments and foreign currency   

Realized gain (loss) (identified cost basis)

  

Investments in non-affiliated issuers

     $18,118,875   

Foreign currency

     (18,055

Net realized gain (loss) on investments and foreign currency

     $18,100,820   

Change in unrealized appreciation (depreciation)

  

Investments

     $(5,220,988

Translation of assets and liabilities in foreign currencies

     (261

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

     $(5,221,249

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

     $12,879,571   

Change in net assets from operations

     $7,524,958   

See Notes to Financial Statements

 

19


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Years ended 8/31  
     2016      2015  
Change in net assets              
From operations                  

Net investment loss

     $(5,354,613      $(12,467,490

Net realized gain (loss) on investments and foreign currency

     18,100,820         6,558,567   

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

     (5,221,249      7,664,362   

Change in net assets from operations

     $7,524,958         $1,755,439   
Distributions declared to shareholders                  

From net realized gain on investments

     $—         $(126,855,750

Change in net assets from fund share transactions

     $(251,345,128      $(564,245,904

Total change in net assets

     $(243,820,170      $(689,346,215
Net assets                  

At beginning of period

     1,373,210,308         2,062,556,523   

At end of period (including accumulated net investment loss of $1,146,174 and $8,821,472, respectively)

     $1,129,390,138         $1,373,210,308   

See Notes to Financial Statements

 

20


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $23.69        $25.49        $25.86        $20.17        $22.63   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.11     $(0.20     $(0.22     $(0.14     $(0.16

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

     0.53        0.22        2.30        5.83        1.80   

Total from investment operations

     $0.42        $0.02        $2.08        $5.69        $1.64   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $24.11        $23.69        $25.49        $25.86        $20.17   

Total return (%) (r)(s)(t)(x)

     1.77        0.47        8.01        28.21        9.88   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.36        1.36        1.33        1.35        1.39   

Expenses after expense reductions (f)

     1.34        1.31        1.27        1.31        1.35   

Net investment loss

     (0.50     (0.81     (0.83     (0.59     (0.83

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $400,997        $457,437        $620,802        $866,006        $529,749   

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class B    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $20.07        $22.04        $22.83        $17.94        $20.73   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.24     $(0.32     $(0.36     $(0.27     $(0.28

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

     0.44        0.17        2.02        5.16        1.59   

Total from investment operations

     $0.20        $(0.15     $1.66        $4.89        $1.31   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $20.27        $20.07        $22.04        $22.83        $17.94   

Total return (%) (r)(s)(t)(x)

     1.00        (0.27     7.18        27.26        9.08   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.11        2.11        2.08        2.10        2.14   

Expenses after expense reductions (f)

     2.09        2.06        2.02        2.06        2.10   

Net investment loss

     (1.26     (1.57     (1.58     (1.34     (1.59

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $22,906        $27,455        $34,971        $37,952        $30,308   
Class C    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $20.11        $22.08        $22.86        $17.96        $20.76   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.24     $(0.32     $(0.36     $(0.27     $(0.28

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

     0.44        0.17        2.03        5.17        1.58   

Total from investment operations

     $0.20        $(0.15     $1.67        $4.90        $1.30   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $20.31        $20.11        $22.08        $22.86        $17.96   

Total return (%) (r)(s)(t)(x)

     0.99        (0.28     7.22        27.28        9.01   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.11        2.11        2.08        2.10        2.14   

Expenses after expense reductions (f)

     2.09        2.06        2.02        2.06        2.10   

Net investment loss

     (1.27     (1.57     (1.59     (1.35     (1.59

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $85,370        $105,686        $141,293        $136,913        $91,138   

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class I    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $25.72        $27.44        $27.61        $21.48        $23.77   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.07     $(0.14     $(0.17     $(0.09     $(0.12

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

     0.59        0.24        2.45        6.22        1.93   

Total from investment operations

     $0.52        $0.10        $2.28        $6.13        $1.81   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $26.24        $25.72        $27.44        $27.61        $21.48   

Total return (%) (r)(s)(x)

     2.02        0.74        8.25        28.54        10.16   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.12        1.11        1.08        1.10        1.15   

Expenses after expense reductions (f)

     1.09        1.06        1.02        1.06        1.10   

Net investment loss

     (0.30     (0.55     (0.59     (0.36     (0.59

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $101,635        $166,513        $483,893        $368,806        $170,830   
Class R1    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $19.94        $21.91        $22.71        $17.84        $20.65   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.23     $(0.32     $(0.36     $(0.27     $(0.28

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

     0.44        0.17        2.01        5.14        1.57   

Total from investment operations

     $0.21        $(0.15     $1.65        $4.87        $1.29   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $20.15        $19.94        $21.91        $22.71        $17.84   

Total return (%) (r)(s)(x)

     1.05        (0.28     7.17        27.30        9.00   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.11        2.11        2.08        2.10        2.14   

Expenses after expense reductions (f)

     2.09        2.06        2.02        2.06        2.10   

Net investment loss

     (1.26     (1.57     (1.59     (1.34     (1.59

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $5,647        $6,573        $8,490        $8,972        $7,506   

See Notes to Financial Statements

 

23


Table of Contents

Financial Highlights – continued

 

Class R2    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $22.60        $24.46        $24.97        $19.52        $22.09   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.17     $(0.25     $(0.27     $(0.19     $(0.21

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

     0.52        0.21        2.21        5.64        1.74   

Total from investment operations

     $0.35        $(0.04     $1.94        $5.45        $1.53   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $22.95        $22.60        $24.46        $24.97        $19.52   

Total return (%) (r)(s)(x)

     1.55        0.23        7.72        27.92        9.58   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.62        1.61        1.58        1.60        1.64   

Expenses after expense reductions (f)

     1.59        1.56        1.52        1.56        1.60   

Net investment loss

     (0.82     (1.07     (1.09     (0.85     (1.09

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $35,890        $57,077        $66,923        $60,501        $35,599   
Class R3    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $23.67        $25.47        $25.84        $20.15        $22.62   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.12     $(0.20     $(0.22     $(0.14     $(0.16

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

     0.54        0.22        2.30        5.83        1.79   

Total from investment operations

     $0.42        $0.02        $2.08        $5.69        $1.63   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $24.09        $23.67        $25.47        $25.84        $20.15   

Total return (%) (r)(s)(x)

     1.77        0.47        8.02        28.24        9.84   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.37        1.36        1.33        1.35        1.39   

Expenses after expense reductions (f)

     1.34        1.31        1.27        1.31        1.35   

Net investment loss

     (0.55     (0.82     (0.84     (0.60     (0.83

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $57,593        $89,659        $150,359        $110,562        $61,125   

See Notes to Financial Statements

 

24


Table of Contents

Financial Highlights – continued

 

Class R4    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $24.60        $26.33        $26.57        $20.67        $23.04   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.07     $(0.14     $(0.16     $(0.08     $(0.12

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

     0.56        0.23        2.37        5.98        1.85   

Total from investment operations

     $0.49        $0.09        $2.21        $5.90        $1.73   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $25.09        $24.60        $26.33        $26.57        $20.67   

Total return (%) (r)(s)(x)

     1.99        0.73        8.31        28.54        10.13   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.12        1.11        1.08        1.10        1.14   

Expenses after expense reductions (f)

     1.09        1.06        1.02        1.06        1.10   

Net investment loss

     (0.32     (0.57     (0.59     (0.35     (0.58

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $91,974        $142,857        $229,964        $197,884        $141,694   
Class R6 (formerly Class R5)    Years ended 8/31  
     2016     2015     2014     2013     2012 (i)  

Net asset value, beginning of period

     $25.83        $27.52        $27.64        $21.48        $19.73   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.03     $(0.12     $(0.13     $(0.06     $(0.03

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

     0.58        0.25        2.46        6.22        1.78   

Total from investment operations

     $0.55        $0.13        $2.33        $6.16        $1.75   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $—   

Net asset value, end of period (x)

     $26.38        $25.83        $27.52        $27.64        $21.48   

Total return (%) (r)(s)(x)

     2.13        0.85        8.43        28.68        8.87 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     0.99        0.98        0.97        0.99        1.07 (a) 

Expenses after expense reductions (f)

     0.97        0.93        0.91        0.96        1.05 (a) 

Net investment loss

     (0.11     (0.44     (0.48     (0.24     (0.49 )(a) 

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $320,645        $313,080        $319,139        $244,655        $174,681   

See Notes to Financial Statements

 

25


Table of Contents

Financial Highlights – continued

 

Class 529A    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $23.01        $24.82        $25.25        $19.70        $22.22   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.11     $(0.20     $(0.22     $(0.14     $(0.17

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

     0.51        0.21        2.24        5.69        1.75   

Total from investment operations

     $0.40        $0.01        $2.02        $5.55        $1.58   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $23.41        $23.01        $24.82        $25.25        $19.70   

Total return (%) (r)(s)(t)(x)

     1.74        0.44        7.97        28.17        9.80   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.46        1.46        1.43        1.45        1.49   

Expenses after expense reductions (f)

     1.37        1.34        1.30        1.34        1.40   

Net investment loss

     (0.50     (0.85     (0.86     (0.62     (0.89

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $5,075        $5,149        $5,150        $4,519        $3,304   
Class 529B    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $19.47        $21.44        $22.27        $17.51        $20.35   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.23     $(0.32     $(0.36     $(0.28     $(0.28

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

     0.42        0.17        1.98        5.04        1.54   

Total from investment operations

     $0.19        $(0.15     $1.62        $4.76        $1.26   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $19.66        $19.47        $21.44        $22.27        $17.51   

Total return (%) (r)(s)(t)(x)

     0.98        (0.28     7.18        27.18        8.99   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.21        2.21        2.18        2.20        2.24   

Expenses after expense reductions (f)

     2.12        2.09        2.06        2.10        2.15   

Net investment loss

     (1.28     (1.60     (1.62     (1.39     (1.64

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $306        $341        $348        $300        $217   

See Notes to Financial Statements

 

26


Table of Contents

Financial Highlights – continued

 

Class 529C    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $19.46        $21.44        $22.28        $17.52        $20.36   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.23     $(0.33     $(0.36     $(0.28     $(0.28

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

     0.42        0.17        1.97        5.04        1.54   

Total from investment operations

     $0.19        $(0.16     $1.61        $4.76        $1.26   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $—        $(1.82     $(2.45     $—        $(4.10

Net asset value, end of period (x)

     $19.65        $19.46        $21.44        $22.28        $17.52   

Total return (%) (r)(s)(t)(x)

     0.98        (0.34     7.13        27.17        8.98   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.21        2.21        2.18        2.20        2.24   

Expenses after expense reductions (f)

     2.14        2.11        2.07        2.11        2.15   

Net investment loss

     (1.28     (1.62     (1.63     (1.39     (1.64

Portfolio turnover

     49        56        98        96        128   

Net assets at end of period (000 omitted)

     $1,351        $1,383        $1,223        $1,454        $906   

 

(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, June 1, 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 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

 

27


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

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

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be 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

 

28


Table of Contents

Notes to Financial Statements – continued

 

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 unobservable inputs, which may include the adviser’s own assumptions in determining

 

29


Table of Contents

Notes to Financial Statements – continued

 

the fair value of investments. The following is a summary of the levels used as of August 31, 2016 in valuing the fund’s assets or liabilities:

 

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

United States

     $1,019,693,914         $9,212,990         $—         $1,028,906,904   

Canada

     33,423,532                         33,423,532   

Israel

     18,162,376                         18,162,376   

Hong Kong

     12,020,931                         12,020,931   

India

     10,570,767                         10,570,767   

United Kingdom

     4,554,549                         4,554,549   

Japan

     3,546,770                         3,546,770   

Greece

     3,457,861                         3,457,861   
Mutual Funds      37,270,082                         37,270,082   
Total Investments      $1,142,700,782         $9,212,990         $—         $1,151,913,772   

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

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

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral

 

30


Table of Contents

Notes to Financial Statements – continued

 

value resulting from collateral reinvestment for which the fund bears the risk of loss. At period end, the fund had investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $20,641,904. The fair value of the fund’s investment securities on loan and a related liability of $21,360,031 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. The collateral received on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend 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 – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended August 31, 2016, is shown as a reduction of total expenses in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a

 

31


Table of Contents

Notes to Financial Statements – continued

 

three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

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

Book/tax differences primarily relate to net operating losses and wash sale loss deferrals.

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

 

     8/31/16      8/31/15  
Ordinary income (including any short-term capital gains)      $—         $48,232,704   
Long-term capital gains              78,623,046   
Total distributions      $—         $126,855,750   

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

 

As of 8/31/16       
Cost of investments      $1,001,988,455   
Gross appreciation      212,170,286   
Gross depreciation      (62,244,969
Net unrealized appreciation (depreciation)      $149,925,317   
Undistributed long-term capital gain      9,483,953   
Late year ordinary loss deferral      (1,143,596
Other temporary differences      (2,839

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally

 

32


Table of Contents

Notes to Financial Statements – continued

 

due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     From net realized gain on
investments
 
     Year
ended
8/31/16
     Year
ended
8/31/15
 
Class A      $—         $37,499,564   
Class B              2,602,265   
Class C              10,467,996   
Class I              23,496,764   
Class R1              677,901   
Class R2              4,749,388   
Class R3              10,116,834   
Class R4              15,023,639   
Class R6 (formerly Class R5)              21,708,105   
Class 529A              376,407   
Class 529B              29,302   
Class 529C              107,585   
Total      $—         $126,855,750   

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

(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 0.90% of the fund’s average daily net assets. The investment adviser has agreed in writing to reduce its management fee to 0.80% of average daily net assets in excess of $1 billion up to $2.5 billion, 0.75% of average daily net assets in excess of $2.5 billion up to $5 billion, and 0.70% of average daily net assets in excess of $5 billion. This written agreement will terminate on December 28, 2016. For the year ended August 31, 2016, this management fee reduction amounted to $193,459, which is included in the reduction of total expenses in the Statement of Operations. MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2016, this management fee reduction amounted to $85,762, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.88% of the fund’s average daily net assets. Effective December 29, 2016, the management fee will be computed daily and paid monthly at an annual rate of 0.90% of average daily net assets up to $1 billion, 0.80% of average daily net assets in excess of $1 billion up to $2.5 billion, 0.75% of average daily net assets in excess of $2.5 billion up to $5 billion, and 0.70% of average daily net assets in excess of $5 billion.

 

33


Table of Contents

Notes to Financial Statements – continued

 

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $161,665 and $2,678 for the year ended August 31, 2016, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.

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

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A              0.25%         0.25%         0.25%         $1,006,262   
Class B      0.75%         0.25%         1.00%         1.00%         237,461   
Class C      0.75%         0.25%         1.00%         1.00%         893,482   
Class R1      0.75%         0.25%         1.00%         1.00%         57,477   
Class R2      0.25%         0.25%         0.50%         0.50%         223,332   
Class R3              0.25%         0.25%         0.25%         168,455   
Class 529A              0.25%         0.25%         0.23%         12,070   
Class 529B      0.75%         0.25%         1.00%         0.98%         3,032   
Class 529C      0.75%         0.25%         1.00%         1.00%         12,829   
Total Distribution and Service Fees         $2,614,400   

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2016 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2016, this rebate amounted to $17,292, $585, $187, $974, $73, and $20 for Class A, Class B, Class C, Class 529A, Class 529B, and Class 529C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent

 

34


Table of Contents

Notes to Financial Statements – continued

 

deferred sales charges are paid to MFD and during the year ended August 31, 2016, were as follows:

 

     Amount  
Class A      $1,324   
Class B      44,057   
Class C      4,371   
Class 529B        
Class 529C      34   

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets for each 529 share class. This waiver agreement will expire on December 31, 2017, unless MFD elects to extend the waiver. For the year ended August 31, 2016, this waiver amounted to $3,208 and is included in the reduction of total expenses in the Statement of Operations. The program manager fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the year ended August 31, 2016, were as follows:

 

     Fee      Waiver  
Class 529A      $4,828         $2,414   
Class 529B      303         152   
Class 529C      1,283         642   
Total Program Manager Fees and Waivers      $6,414         $3,208   

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2016, the fee was $199,820, which equated to 0.0167% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2016, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,280,385.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on

 

35


Table of Contents

Notes to Financial Statements – continued

 

average daily net assets. The administrative services fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.0165% of the fund’s average daily net assets.

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

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $503 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2016. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $2,578 at August 31, 2016, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2016, the fee paid by the fund under this agreement was $3,225 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.

On March 16, 2016, MFS purchased 613 shares of Class I for an aggregate amount of $13,712.

The fund is permitted to engage in purchase and sale transactions (“cross-trades”) with funds and accounts for which MFS serves as investment adviser or sub-adviser pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction. During the year ended August 31, 2016, the fund engaged in purchase and sale transactions pursuant

 

36


Table of Contents

Notes to Financial Statements – continued

 

to this policy, which amounted to $8,038,150 and $4,320,742, respectively. The sales transactions resulted in net realized gains (losses) of $(169,225).

(4) Portfolio Securities

For the year ended August 31, 2016, purchases and sales of investments, other than short-term obligations, aggregated $574,160,521 and $818,879,816, respectively.

(5) Shares of Beneficial Interest

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

 

     Year ended

8/31/16
     Year ended

8/31/15
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     2,581,507         $57,106,656         4,144,692         $100,103,569   

Class B

     125,615         2,323,055         175,489         3,625,737   

Class C

     359,925         6,744,890         742,719         15,178,365   

Class I

     982,521         24,084,261         3,011,530         78,476,753   

Class R1

     48,011         889,588         70,933         1,450,640   

Class R2

     353,539         7,402,869         714,972         16,565,026   

Class R3

     774,467         16,847,480         1,423,934         34,307,059   

Class R4

     959,951         21,770,461         1,553,724         38,585,743   

Class R6 (formerly Class R5)

     2,833,166         68,078,944         1,487,646         38,041,848   

Class 529A

     32,930         704,960         26,760         623,232   

Class 529B

     1,023         18,604         2,301         46,115   

Class 529C

     13,002         227,071         17,128         335,609   
     9,065,657         $206,198,839         13,371,828         $327,339,696   
Shares issued to shareholders in reinvestment of distributions            

Class A

             $—         1,510,902         $33,904,606   

Class B

                     119,940         2,292,057   

Class C

                     419,267         8,028,972   

Class I

                     673,187         16,371,901   

Class R1

                     35,698         677,901   

Class R2

                     201,430         4,320,672   

Class R3

                     451,241         10,116,834   

Class R4

                     641,547         14,922,377   

Class R6 (formerly Class R5)

                     889,676         21,708,105   

Class 529A

                     17,266         376,407   

Class 529B

                     1,580         29,302   

Class 529C

                     5,800         107,585   
             $—         4,967,534         $112,856,719   

 

37


Table of Contents

Notes to Financial Statements – continued

 

     Year ended

8/31/16
    Year ended

8/31/15
 
     Shares     Amount     Shares     Amount  
Shares reacquired         

Class A

     (5,259,274     $(116,373,210     (10,703,341     $(256,026,622

Class B

     (363,736     (6,790,055     (514,205     (10,538,072

Class C

     (1,412,784     (26,258,340     (2,305,752     (47,206,923

Class I

     (3,583,416     (86,864,306     (14,842,562     (386,712,298

Class R1

     (97,262     (1,799,822     (164,487     (3,369,134

Class R2

     (1,314,576     (27,633,057     (1,126,756     (25,995,346

Class R3

     (2,171,692     (48,293,221     (3,990,902     (96,230,924

Class R4

     (3,102,929     (71,687,353     (5,121,872     (128,381,052

Class R6 (formerly Class R5)

     (2,801,968     (70,638,112     (1,853,449     (49,110,314

Class 529A

     (39,969     (879,960     (27,758     (646,408

Class 529B

     (2,953     (53,513     (2,610     (51,738

Class 529C

     (15,307     (273,018     (8,936     (173,488
     (20,165,866     $(457,543,967     (40,662,630     $(1,004,442,319
Net change         

Class A

     (2,677,767     $(59,266,554     (5,047,747     $(122,018,447

Class B

     (238,121     (4,467,000     (218,776     (4,620,278

Class C

     (1,052,859     (19,513,450     (1,143,766     (23,999,586

Class I

     (2,600,895     (62,780,045     (11,157,845     (291,863,644

Class R1

     (49,251     (910,234     (57,856     (1,240,593

Class R2

     (961,037     (20,230,188     (210,354     (5,109,648

Class R3

     (1,397,225     (31,445,741     (2,115,727     (51,807,031

Class R4

     (2,142,978     (49,916,892     (2,926,601     (74,872,932

Class R6 (formerly Class R5)

     31,198        (2,559,168     523,873        10,639,639   

Class 529A

     (7,039     (175,000     16,268        353,231   

Class 529B

     (1,930     (34,909     1,271        23,679   

Class 529C

     (2,305     (45,947     13,992        269,706   
     (11,100,209     $(251,345,128     (22,323,268     $(564,245,904

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

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Growth Allocation Fund, the MFS Moderate Allocation Fund, the MFS Aggressive Growth Allocation Fund, and the MFS Conservative Allocation Fund were the owners of record of approximately 9%, 8%, 4%, and 3%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime Income Fund, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, and the MFS Lifetime 2055 Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

 

38


Table of Contents

Notes to Financial Statements – continued

 

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2016, the fund’s commitment fee and interest expense were $5,371 and $0, respectively, and are included in “Miscellaneous” expense in 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 affiliated issuers:

 

Underlying Affiliated Fund    Beginning
Shares/Par
Amount
     Acquisitions
Shares/Par
Amount
     Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money
Market Portfolio
     24,473,857         356,203,763         (364,767,569     15,910,051   
Underlying Affiliated Fund    Realized
Gain (Loss)
     Capital Gain
Distributions
     Dividend
Income
    Ending
Value
 
MFS Institutional Money
Market Portfolio
     $—         $—         $ 79,765        $15,910,051   
Other Affiliated Issuers    Beginning
Shares/Par
Amount
     Acquisitions
Shares/Par
Amount
     Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
Fenix Parts, Inc.      1,338,451                        1,338,451   
Other Affiliated Issuers    Realized
Gain (Loss)
     Capital Gain
Distributions
     Dividend
Income
    Ending
Value
 
Fenix Parts, Inc.      $—         $—         $—        $6,504,872   

 

39


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and Shareholders of MFS New Discovery Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS New Discovery Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2016, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS New Discovery Fund (one of the series constituting the MFS Series Trust I) at August 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2016

 

40


Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2016, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 52)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director   N/A

Robin A. Stelmach (k)

(age 55)

  Trustee and
President
  January 2014  

Massachusetts Financial

Services Company,

Executive Vice President and Chief Operating Officer

  N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 74)
  Trustee and Chair of Trustees   January 2004   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman

Steven E. Buller

(age 65)

  Trustee   February 2014   Chairman, Financial Accounting Standards Advisory Council (until 2015); Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A
Robert E. Butler
(age 74)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A

 

41


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Maureen R. Goldfarb

(age 61)

  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 75)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman (until 2014)   Texas Donuts, Vice Chairman (until 2010)
Michael Hegarty
(age 71)
  Trustee   December 2004   Private investor   Rouse Properties Inc., Director; Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 61)

  Trustee   January 2009   Private investor   N/A

Maryanne L. Roepke

(age 60)

  Trustee   May 2014   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 59)
  Trustee   March 2005   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Robert W. Uek
(age 75)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS
Christopher R. Bohane (k)
(age 42)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

Kino Clark (k)

(age 48)

 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A

Kristin V. Collins (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  September 2015   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

 

42


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Thomas H. Connors (k)

(age 57)

 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

  N/A
Ethan D. Corey (k)
(age 52)
  Assistant
Secretary and Assistant Clerk
  July 2005  

Massachusetts Financial Services Company,

Senior Vice President and Associate General Counsel

  N/A
David L. DiLorenzo (k)
(age 48)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A

Brian E. Langenfeld (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Susan A. Pereira (k)
(age 45)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kasey L. Phillips (k)

(age 45)

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

 

43


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Mark N. Polebaum (k)
(age 64)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A

Matthew A. Stowe (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  October 2014   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A
Frank L. Tarantino
(age 72)
 

Independent

Senior Officer

  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel (k)
(age 46)
  Assistant
Secretary and Assistant Clerk
  October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A

Martin J. Wolin (k)

(age 49)

  Chief Compliance Officer   July 2015   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)   N/A
James O. Yost (k)
(age 56)
  Deputy Treasurer   September 1990   Massachusetts Financial Services Company, Senior Vice President   N/A

 

(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

44


Table of Contents

Trustees and Officers – continued

 

Each Trustee (except Ms. Stelmach, Mr. Buller and Ms. Roepke) has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of October 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.

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

 

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

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

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

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Managers  

Paul Gordon

Michael Grossman

 

 

45


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2016 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2015 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and

 

46


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2015, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 5th quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 3rd quintile for the one-year period and the 5th quintile for the five-year period ended December 31, 2015 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

The Trustees expressed continued concern to MFS about the substandard investment performance of the Fund. In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year, as to MFS’ efforts to improve the Fund’s performance, including replacing one portfolio manager in 2014. In addition, the Trustees requested that they receive a separate update on the Fund’s performance at each of their regular meetings. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that MFS’ responses and efforts and plans to improve investment performance were sufficient to support approval of the continuance of the investment advisory agreement for an additional one-year period, but that they would continue to closely monitor the performance of the Fund.

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

 

47


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that MFS has agreed in writing to reduce its advisory fee rate on the Fund’s average daily net assets over $1 billion, $2.5 billion and $5 billion, which may not be changed without the Trustees’ approval (the “management fee waiver rates”). The Trustees also noted that MFS has agreed to amend its contractual advisory fee schedule to reflect the existing management fee waiver rates effective as of December 29, 2016. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

48


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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, 2016.

 

49


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

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

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

50


Table of Contents

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2016 income tax forms in January 2017.

 

51


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

52


Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

53


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2016

 

LOGO

 

MFS® RESEARCH INTERNATIONAL FUND

 

LOGO

 

RIF-ANN

 


Table of Contents

MFS® RESEARCH INTERNATIONAL FUND

 

CONTENTS

 

Letter from the Chairman     1   
Portfolio composition     2   
Management review     4   
Performance summary     7   
Expense table     10   
Portfolio of investments     12   
Statement of assets and liabilities     17   
Statement of operations     19   
Statements of changes in net assets     20   
Financial highlights     21   
Notes to financial statements     28   
Report of independent registered public accounting firm     40   
Trustees and officers     41   
Board review of investment advisory agreement     46   
Proxy voting policies and information     50   
Quarterly portfolio disclosure     50   
Further information     50   
Information about fund contracts and legal claims     51   
Federal tax information     51   
MFS® privacy notice     52   
Contact information    back cover   

 

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholders:

Despite the unexpected vote by the United Kingdom to leave the European Union, most markets proved resilient, with U.S. shares rallying to record highs during August.

Global interest rates remain very low, with most central banks maintaining extremely accommodative monetary policies to reinvigorate slow-growing economies against a backdrop of low inflation. This environment has favored risky assets such as equities, as investors are forced to accept greater risks in search of acceptable returns in a low-return environment. U.S. investment-grade and high-yield bonds have also benefited from low, and even negative, yields overseas.

China remains a source of concern for investors, as overcapacity in its manufacturing sector inhibits the government’s attempt to

change its domestic economy from one driven by exports to a consumer-driven model. Despite the slow-growth environment, emerging market equities have held up well, withstanding geopolitical shocks like an attempted coup in Turkey and impeachment proceedings against Brazil’s president. The U.S. Federal Reserve’s go-slow approach to rate hikes has also helped.

At MFS®, we believe it is best to view markets through a long lens and not react to short-term swings. That makes it possible to filter out market noise and focus on long-term fundamentals.

In our view, the professional guidance of a financial advisor, along with a patient, long-term approach, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Chairman

MFS Investment Management

October 17, 2016

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

LOGO

 

Top ten holdings  
Nestle S.A.     3.7%   
Novartis AG     3.3%   
Roche Holding AG     3.2%   
Bayer AG     2.0%   
Schneider Electric S.A.     2.0%   
KDDI Corp.     1.9%   
AIA Group Ltd.     1.9%   
Danone S.A.     1.9%   
Reckitt Benckiser Group PLC     1.7%   
Taiwan Semiconductor Manufacturing Co. Ltd.     1.7%   
Global equity sectors  
Financial Services     23.1%   
Capital Goods     23.1%   
Consumer Staples     10.9%   
Health Care     10.7%   
Technology     9.5%   
Energy     8.4%   
Consumer Cyclicals     8.1%   
Telecommunications/Cable Television     5.1%   
Issuer country weightings (x)  
Japan     19.3%   
United Kingdom     16.6%   
Switzerland     15.5%   
France     9.4%   
Germany     6.7%   
United States     6.2%   
Australia     4.8%   
Netherlands     4.0%   
Hong Kong     3.5%   
Other Countries     14.0%   
Currency exposure weightings (y)   
Euro     26.3%   
Japanese Yen     19.3%   
British Pound Sterling     16.6%   
Swiss Franc     15.5%   
United States Dollar     6.2%   
Australian Dollar     4.8%   
Hong Kong Dollar     4.3%   
Taiwan Dollar     1.7%   
Chinese Renminbi     1.0%   
Other Currencies     4.3%   
 

 

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

 

2


Table of Contents

Portfolio Composition – continued

 

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

Percentages are based on net assets as of 8/31/16.

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

 

3


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2016, Class A shares of the MFS Research International Fund (“fund”) provided a total return of –1.50%, at net asset value. This compares with a return of 0.38% for the fund’s benchmark, the MSCI EAFE (Europe, Australasia, Far East) Index.

Market Environment

Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. The US Federal Reserve began its long-anticipated monetary tightening cycle in the middle of the period, but the tightening cycle has proved to be more gradual than initially anticipated. Globally, central bank policy remained highly accommodative, which forced many government, and even some corporate, bond yields into negative territory. Near the end of the period, the United Kingdom voted to leave the European Union (“EU”), beginning a multi-year process of negotiation in order to achieve “Brexit”. While markets initially reacted to the vote with alarm, the spillover to European and EM was relatively short-lived (although risks of further hits to EU cohesiveness could re-emerge).

During the second half of the reporting period, US earnings headwinds expanded beyond the energy, materials and industrial sectors, to include most sectors of the market. The sharp rise in the US dollar also weighed on earnings early in the period, though dollar strength ebbed somewhat late in the period. US consumer spending held up well during the second half of the period amid a modest increase in real wages and falling gasoline prices. Demand for autos reached near-record territory before receding modestly late in the period, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many EM countries. That said, EM countries began to show signs of a modest upturn in activity along with adjustment in their external accounts. These improved conditions appeared to have reassured investors and contributed to record inflows into the asset class during July and August as negative yields for an increasing share of developed market bonds drove yield-hungry investors further out on the risk spectrum. Similar investor inflows were experienced in the high grade and high yield corporate markets.

Detractors from Performance

Stock selection within the health care sector was a primary detractor from performance relative to the MSCI EAFE Index. The fund’s holdings of pharmaceutical company Valeant Pharmaceuticals International (b)(h) (Canada) weakened relative results owing to political pressure on the company’s drug price strategy and accusations of financial fraud through the company’s unusual and undisclosed arrangement with online pharmacy Philidor. As a result, the company delayed filing its 2015 10-K and announced it is under SEC investigation, which in turn weighed on business and stock performance. Additionally, overweight positions in pharmaceutical companies Novartis (Switzerland) and Santen Pharmaceutical (Japan) also hurt relative returns.

Weak stock selection in the financial services sector hurt relative performance led by overweight positions in diversified financial services firms Barclays (United Kingdom), Lloyds TSB Group (United Kingdom), Mitsubishi (h) (Japan), UBS (Switzerland),

 

4


Table of Contents

Management Review – continued

 

Intesa Sanpaolo (Italy) and HSBC (h) (United Kingdom). Shares of Barclays deteriorated during the reporting period. Earnings came in lower than consensus estimates, driven by slightly weaker income and higher loan losses, while the announcement of a surprise dividend cut and higher-than-expected costs associated with divesting its non-core businesses also pressured the company’s shares. Additionally, the stock price suffered as a result of the UK Referendum vote to leave the EU. Despite relatively flat performance throughout the year, the share price of Lloyds TSB Group also weakened relative returns following the UK Referendum vote to leave the EU and the subsequent political and economic uncertainty which followed. Market concerns appeared to have been focused on lower loan growth, an increase in loan losses and net interest margins being negatively affected by the potential for an economic slowdown or recession.

Elsewhere, the fund’s overweight position in hotel and restaurant operator Whitbread (United Kingdom) dampened relative returns.

Contributors to Performance

Stock selection in both the technology and the telecommunications/cable television sectors boosted relative results. Within the technology sector, holdings of semiconductor manufacturer Taiwan Semiconductor Manufacturing (b) (Taiwan) and overweighting semiconductor producer ARM Holdings (Japan) aided relative performance. Shares of Taiwan Semiconductor Manufacturing appreciated in the first half of the reporting period owing to strong sales and cash accumulation. Cost reductions and expense controls helped the company deliver net income and operating margins that were greater than market expectations. Management also issued an optimistic outlook for 2016 noting the potential for a recovery in demand in the smartphone market. The share price of ARM Holdings jumped late in the period after the company was acquired by Japanese-based holding company SoftBank Group. Additionally, the fund’s positions in online and mobile commerce company Alibaba Group Holding (b) (China) and internet search engine and online computer games provider NAVER  (b) (South Korea) also helped as both companies outperformed the benchmark. There were no individual securities within the telecommunications/cable television sector that were among the fund’s top relative contributors during the period.

Other areas of relative strength included the fund’s overweight positions in paint manufacturer Nippon Paint Holdings (Japan), food processing company Danone (France), medical products and equipment manufacturer Terumo (Japan), parcel delivery services company Yamato Holdings (Japan), drug stores operator Sundrug (Japan) and air conditioning system manufacturer Daikin Industries (Japan). Shares of Nippon Paint Holdings grew early in the period on the back of a 36% increase in the company’s dividend. Nippon Paint Holdings’ Chinese market share increased due to merger & acquisition activity and product discounts. Additionally, strong regional earnings in Malaysia, Singapore and the US also helped as the costs of raw materials came in well below expectations.

Respectfully,

 

Jose Luis Garcia      Victoria Higley      Thomas Melendez
Portfolio Manager      Portfolio Manager      Portfolio Manager

 

5


Table of Contents

Management Review – continued

 

 

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

Note to Shareholders: Effective April 29, 2016, Victoria Higley became a Portfolio Manager of the Fund.

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

 

6


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/16

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

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

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

7


Table of Contents

Performance Summary – continued

 

Total Returns through 8/31/16

Average annual without sales charge

 

     Share Class    Class Inception Date    1-yr    5-yr    10-yr     
    A   

1/02/97

   (1.50)%    3.35%    1.66%    
    B   

1/02/98

   (2.20)%    2.59%    0.92%    
    C   

1/02/98

   (2.16)%    2.58%    0.92%    
    I   

1/02/97

   (1.24)%    3.61%    1.94%    
    R1   

4/01/05

   (2.19)%    2.58%    0.91%    
    R2   

10/31/03

   (1.69)%    3.10%    1.41%    
    R3   

4/01/05

   (1.47)%    3.36%    1.66%    
    R4   

4/01/05

   (1.20)%    3.61%    1.92%    
    R6 (formerly Class R5)   

5/01/06

   (1.13)%    3.69%    1.92%    
    529A    7/31/02    (1.52)%    3.32%    1.56%    
    529B    7/31/02    (2.25)%    2.54%    0.82%    
    529C    7/31/02    (2.28)%    2.53%    0.82%    
Comparative benchmark                   
     MSCI EAFE (Europe, Australasia, Far East) Index (f)    0.38%    5.48%    2.19%     
Average annual with sales charge                   
    A

With Initial Sales Charge (5.75%)

   (7.17)%    2.14%    1.05%    
    B

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

   (6.09)%    2.23%    0.92%    
    C

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

   (3.13)%    2.58%    0.92%    
    529A

With Initial Sales Charge (5.75%)

   (7.18)%    2.10%    0.96%    
    529B

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

   (6.14)%    2.17%    0.82%    
    529C

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

   (3.25)%    2.53%    0.82%    

On May 30, 2012, Class W shares were redesignated Class R5 shares. Total returns for Class R5 shares prior to May 30, 2012 reflect the performance history of Class W shares which had different fees and expenses than Class R5 shares. Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.
(v) Assuming redemption at the end of the applicable period.

 

8


Table of Contents

Performance Summary – continued

 

Benchmark Definition

MSCI EAFE (Europe, Australasia, Far East) Index – a market capitalization-weighted index that is designed to measure equity market performance in the developed markets, excluding the U.S. and Canada.

It is not possible to invest directly in an index.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

Average annual total return represents the average annual change in value for each share class for the periods presented.

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

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

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

 

9


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2016 through August 31, 2016

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, 2016 through August 31, 2016.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

10


Table of Contents

Expense Table – continued

 

Share
Class
      

Annualized
Expense

Ratio

  Beginning
Account Value
3/01/16
 

Ending

Account Value
8/31/16

  Expenses
Paid During
Period (p)
3/01/16-8/31/16
A   Actual   1.11%   $1,000.00   $1,114.79   $5.90
  Hypothetical (h)   1.11%   $1,000.00   $1,019.56   $5.63
B   Actual   1.86%   $1,000.00   $1,111.03   $9.87
  Hypothetical (h)   1.86%   $1,000.00   $1,015.79   $9.42
C   Actual   1.86%   $1,000.00   $1,111.53   $9.87
  Hypothetical (h)   1.86%   $1,000.00   $1,015.79   $9.42
I   Actual   0.86%   $1,000.00   $1,116.56   $4.58
  Hypothetical (h)   0.86%   $1,000.00   $1,020.81   $4.37
R1   Actual   1.86%   $1,000.00   $1,110.86   $9.87
  Hypothetical (h)   1.86%   $1,000.00   $1,015.79   $9.42
R2   Actual   1.36%   $1,000.00   $1,114.27   $7.23
  Hypothetical (h)   1.36%   $1,000.00   $1,018.30   $6.90
R3   Actual   1.11%   $1,000.00   $1,115.30   $5.90
  Hypothetical (h)   1.11%   $1,000.00   $1,019.56   $5.63
R4   Actual   0.86%   $1,000.00   $1,116.90   $4.58
  Hypothetical (h)   0.86%   $1,000.00   $1,020.81   $4.37
R6 (formerly Class R5)   Actual   0.76%   $1,000.00   $1,117.48   $4.05
  Hypothetical (h)   0.76%   $1,000.00   $1,021.32   $3.86
529A   Actual   1.13%   $1,000.00   $1,115.00   $6.01
  Hypothetical (h)   1.13%   $1,000.00   $1,019.46   $5.74
529B   Actual   1.89%   $1,000.00   $1,111.28   $10.03
  Hypothetical (h)   1.89%   $1,000.00   $1,015.63   $9.58
529C   Actual   1.89%   $1,000.00   $1,110.86   $10.03
  Hypothetical (h)   1.89%   $1,000.00   $1,015.63   $9.58

 

(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class 529A shares, this rebate reduced the expense ratio above by 0.02%. See Note 3 in the Notes to Financial Statements for additional information.

 

11


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/16

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

 

Common Stocks - 98.9%                 
Issuer    Shares/Par     Value ($)  
Airlines - 0.3%                 
Aena S.A.      136,980      $ 19,366,686   
Alcoholic Beverages - 0.5%                 
AmBev S.A., ADR      5,906,638      $ 35,026,363   
Apparel Manufacturers - 1.2%                 
LVMH Moet Hennessy Louis Vuitton S.A.      450,908      $ 76,299,855   
Automotive - 3.3%                 
GKN PLC      22,710,787      $ 92,748,458   
Koito Manufacturing Co. Ltd.      1,021,000        48,600,251   
USS Co. Ltd.      4,441,200        70,997,393   
    

 

 

 
      $ 212,346,102   
Broadcasting - 1.1%                 
WPP PLC      2,915,368      $ 67,225,187   
Business Services - 3.3%                 
Amadeus IT Holding S.A.      979,769      $ 45,021,337   
Cerved Information Solutions S.p.A.      1,465,555        11,770,226   
Cognizant Technology Solutions Corp., “A” (a)      1,548,168        88,926,770   
Mitsubishi Corp.      1,969,100        41,022,520   
Nomura Research, Inc.      736,600        24,917,605   
    

 

 

 
      $ 211,658,458   
Chemicals - 0.6%                 
Orica Ltd.      3,670,214      $ 40,713,250   
Conglomerates - 0.9%                 
CK Hutchison Holdings Ltd.      4,666,356      $ 59,971,988   
Construction - 1.1%                 
Toto Ltd.      1,867,800      $ 70,946,252   
Consumer Products - 3.3%                 
L’Oréal      531,074      $ 100,320,672   
Reckitt Benckiser Group PLC      1,160,515        112,069,777   
    

 

 

 
      $ 212,390,449   

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Containers - 0.7%                 
Brambles Ltd.      4,816,812      $ 44,599,340   
Electrical Equipment - 2.3%                 
Legrand S.A.      392,022      $ 23,486,364   
Schneider Electric S.A.      1,849,367        126,021,145   
    

 

 

 
      $ 149,507,509   
Electronics - 4.3%                 
ARM Holdings PLC      4,336,128      $ 96,569,963   
Broadcom Corp.      237,450        41,890,929   
Mellanox Technologies Ltd. (a)      666,630        29,225,059   
Taiwan Semiconductor Manufacturing Co. Ltd.      19,648,326        108,983,640   
    

 

 

 
      $ 276,669,591   
Energy - Independent - 1.6%                 
Cairn Energy PLC (a)      7,681,978      $ 18,732,644   
Galp Energia SGPS S.A., “B”      3,362,072        48,865,418   
Oil Search Ltd.      7,014,079        35,424,029   
    

 

 

 
      $ 103,022,091   
Energy - Integrated - 2.6%                 
BP PLC      19,332,266      $ 108,627,347   
Eni S.p.A.      3,864,378        58,364,458   
    

 

 

 
      $ 166,991,805   
Food & Beverages - 5.6%                 
Danone S.A.      1,588,330      $ 120,670,694   
Nestle S.A.      3,007,288        239,408,927   
    

 

 

 
      $ 360,079,621   
Food & Drug Stores - 0.8%                 
Sundrug Co. Ltd.      709,600      $ 51,437,684   
General Merchandise - 0.4%                 
PriceSmart, Inc.      329,677      $ 27,537,920   
Insurance - 5.8%                 
AIA Group Ltd.      19,122,800      $ 120,911,027   
AMP Ltd.      10,831,639        42,819,141   
Aon PLC      470,069        52,342,183   
Hiscox Ltd.      3,154,087        43,240,259   
Sony Financial Holdings, Inc.      1,111,100        15,259,973   
Swiss Re Ltd.      378,069        31,904,557   
Zurich Insurance Group AG      250,155        63,940,793   
    

 

 

 
      $ 370,417,933   

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Internet - 1.9%                 
Alibaba Group Holding Ltd., ADR (a)      691,906      $ 67,246,344   
NAVER Corp.      73,361        55,596,453   
    

 

 

 
      $ 122,842,797   
Machinery & Tools - 4.6%                 
Daikin Industries Ltd.      909,100      $ 84,254,191   
GEA Group AG      994,393        53,368,960   
Kubota Corp.      5,803,300        85,087,770   
Schindler Holding AG      393,860        74,122,806   
    

 

 

 
      $ 296,833,727   
Major Banks - 6.0%                 
Barclays PLC      26,898,419      $ 60,841,527   
BNP Paribas      1,645,208        83,691,907   
BOC Hong Kong Holdings Ltd.      9,664,000        33,822,225   
Lloyds TSB Group PLC      89,577,987        69,812,975   
Sumitomo Mitsui Financial Group, Inc.      2,042,800        71,492,570   
Westpac Banking Corp.      2,902,235        64,257,429   
    

 

 

 
      $ 383,918,633   
Medical Equipment - 0.3%                 
Terumo Corp.      531,300      $ 20,668,656   
Metals & Mining - 2.7%                 
BHP Billiton PLC      5,007,698      $ 65,094,392   
Iluka Resources Ltd.      6,099,102        30,161,284   
Rio Tinto Ltd.      2,557,112        77,264,588   
    

 

 

 
      $ 172,520,264   
Natural Gas - Distribution - 1.7%                 
China Resources Gas Group Ltd.      14,924,000      $ 50,018,885   
Engie      3,518,450        56,083,331   
    

 

 

 
      $ 106,102,216   
Natural Gas - Pipeline - 1.3%                 
APA Group      7,005,451      $ 48,648,124   
Enbridge, Inc.      902,890        35,608,869   
    

 

 

 
      $ 84,256,993   
Oil Services - 0.3%                 
Technip      326,212      $ 19,274,366   
Other Banks & Diversified Financials - 9.0%                 
ABN AMRO Group N.V., GDR      3,041,787      $ 62,515,324   
Aeon Credit Service Co. Ltd.      2,762,400        50,861,373   

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Other Banks & Diversified Financials - continued                 
DnB NOR A.S.A.      4,775,005      $ 58,049,024   
HDFC Bank Ltd., ADR      591,810        42,403,187   
Intesa Sanpaolo S.p.A.      26,529,771        63,032,320   
Julius Baer Group Ltd.      935,668        39,222,807   
Kasikornbank Co. Ltd.      5,434,900        31,087,524   
KBC Groep N.V.      1,077,845        63,805,129   
MasterCard, Inc., “A”      704,616        68,087,044   
UBS AG      6,973,520        100,821,976   
    

 

 

 
      $ 579,885,708   
Pharmaceuticals - 10.4%                 
Bayer AG      1,219,697      $ 130,568,267   
Novartis AG      2,710,490        213,300,723   
Roche Holding AG      849,085        207,015,996   
Santen Pharmaceutical Co. Ltd.      6,609,200        83,169,945   
Shionogi & Co. Ltd.      753,400        33,634,124   
    

 

 

 
      $ 667,689,055   
Printing & Publishing - 1.5%                 
RELX N.V.      5,594,388      $ 99,220,154   
Real Estate - 2.3%                 
LEG Immobilien AG      924,110      $ 90,205,194   
Mitsui Fudosan Co. Ltd.      2,803,000        60,359,387   
    

 

 

 
      $ 150,564,581   
Restaurants - 1.4%                 
Whitbread PLC      1,242,175      $ 68,052,049   
YUM! Brands, Inc.      240,988        21,860,021   
    

 

 

 
      $ 89,912,070   
Specialty Chemicals - 5.7%                 
Akzo Nobel N.V.      1,461,679      $ 98,771,459   
Croda International PLC      1,428,860        62,105,748   
Linde AG      618,955        106,012,991   
Nippon Paint Holdings Co. Ltd.      1,375,000        49,237,665   
Symrise AG      682,558        50,257,338   
    

 

 

 
      $ 366,385,201   
Specialty Stores - 1.4%                 
ABC-MART, Inc.      413,800      $ 25,996,231   
Dufry AG (a)      217,181        25,393,539   
Esprit Holdings Ltd. (a)      15,883,700        14,045,953   
Just Eat PLC (a)      3,814,171        27,096,397   
    

 

 

 
      $ 92,532,120   

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Telecommunications - Wireless - 3.9%                 
KDDI Corp.      4,166,400      $ 122,255,743   
SoftBank Corp.      955,200        62,372,118   
Vodafone Group PLC      21,529,655        64,982,393   
    

 

 

 
      $ 249,610,254   
Telephone Services - 1.2%                 
BT Group PLC      6,248,746      $ 31,702,091   
Hellenic Telecommunications Organization S.A.      2,504,839        23,749,197   
TDC A.S. (a)      4,087,624        22,594,999   
    

 

 

 
      $ 78,046,287   
Tobacco - 1.5%                 
Japan Tobacco, Inc.      2,489,900      $ 96,453,092   
Trucking - 1.1%                 
Yamato Holdings Co. Ltd.      3,005,400      $ 70,919,481   
Utilities - Electric Power - 1.0%                 
Enel S.p.A.      14,149,838      $ 62,470,855   
Total Common Stocks (Identified Cost, $6,332,436,688)      $ 6,366,314,594   
Money Market Funds - 0.6%                 
MFS Institutional Money Market Portfolio, 0.38% (v)
(Identified Cost, $41,698,907)
     41,698,907      $ 41,698,907   
Total Investments (Identified Cost, $6,374,135,595)      $ 6,408,013,501   
Other Assets, Less Liabilities - 0.5%        29,869,401   
Net Assets - 100.0%      $ 6,437,882,902   

 

(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
GDR   Global Depositary Receipt
PLC   Public Limited Company

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/16

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, $6,332,436,688)

     $6,366,314,594   

Underlying affiliated funds, at value (identified cost, $41,698,907)

     41,698,907   

Total investments, at value (identified cost, $6,374,135,595)

     $6,408,013,501   

Cash

     25   

Foreign currency, at value (identified cost, $562,980)

     562,929   

Receivables for

  

Investments sold

     11,399,744   

Fund shares sold

     11,604,166   

Interest and dividends

     23,344,001   

Other assets

     7,599   

Total assets

     $6,454,931,965   
Liabilities         

Payables for

  

Investments purchased

     $7,430,957   

Fund shares reacquired

     6,886,223   

Payable to affiliates

  

Investment adviser

     256,453   

Shareholder servicing costs

     980,365   

Distribution and service fees

     22,736   

Program manager fees

     35   

Payable for independent Trustees’ compensation

     1,723   

Accrued expenses and other liabilities

     1,470,571   

Total liabilities

     $17,049,063   

Net assets

     $6,437,882,902   
Net assets consist of         

Paid-in capital

     $6,841,480,786   

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

     33,721,989   

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

     (559,284,146

Undistributed net investment income

     121,964,273   

Net assets

     $6,437,882,902   

Shares of beneficial interest outstanding

     403,176,767   

 

17


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $971,629,986         61,362,062         $15.83   

Class B

     7,967,027         523,846         15.21   

Class C

     62,123,527         4,184,544         14.85   

Class I

     2,187,010,586         133,504,628         16.38   

Class R1

     2,418,441         165,280         14.63   

Class R2

     152,132,998         9,938,233         15.31   

Class R3

     126,979,930         8,103,213         15.67   

Class R4

     148,243,215         9,348,945         15.86   

Class R6 (formerly Class R5)

     2,766,544,017         175,206,601         15.79   

Class 529A

     9,101,238         583,117         15.61   

Class 529B

     434,365         29,390         14.78   

Class 529C

     3,297,572         226,908         14.53   

 

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Classes A and 529A, for which the maximum offering prices per share were $16.80 [100 / 94.25 x $15.83] and $16.56 [100 / 94.25 x $15.61], respectively. On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R6, and 529A.

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/16

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

     $197,217,833   

Interest

     1,060,763   

Dividends from underlying affiliated funds

     168,862   

Foreign taxes withheld

     (15,562,831

Total investment income

     $182,884,627   

Expenses

  

Management fee

     $49,608,103   

Distribution and service fees

     4,644,245   

Shareholder servicing costs

     4,467,813   

Program manager fees

     4,522   

Administrative services fee

     638,276   

Independent Trustees’ compensation

     105,396   

Custodian fee

     1,160,953   

Shareholder communications

     201,270   

Audit and tax fees

     74,855   

Legal fees

     76,213   

Miscellaneous

     498,469   

Total expenses

     $61,480,115   

Fees paid indirectly

     (497

Reduction of expenses by investment adviser and distributor

     (2,151,396

Net expenses

     $59,328,222   

Net investment income

     $123,556,405   
Realized and unrealized gain (loss) on investments and foreign currency   

Realized gain (loss) (identified cost basis)

  

Investments (net of $2,078 country tax)

     $(193,458,032

Foreign currency

     (1,442,115

Net realized gain (loss) on investments and foreign currency

     $(194,900,147

Change in unrealized appreciation (depreciation)

  

Investments

     $(42,348,882

Translation of assets and liabilities in foreign currencies

     590,945   

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

     $(41,757,937

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

     $(236,658,084

Change in net assets from operations

     $(113,101,679

See Notes to Financial Statements

 

19


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Years ended 8/31  
     2016      2015  
Change in net assets              
From operations                  

Net investment income

     $123,556,405         $130,037,795   

Net realized gain (loss) on investments and foreign currency

     (194,900,147      113,204,256   

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

     (41,757,937      (812,472,061

Change in net assets from operations

     $(113,101,679      $(569,230,010
Distributions declared to shareholders                  

From net investment income

     $(126,270,222      $(172,549,524

Change in net assets from fund share transactions

     $(697,216,021      $707,404,711   

Total change in net assets

     $(936,587,922      $(34,374,823
Net assets                  

At beginning of period

     7,374,470,824         7,408,845,647   

At end of period (including undistributed net investment income of $121,964,273 and $125,656,364, respectively)

     $6,437,882,902         $7,374,470,824   

See Notes to Financial Statements

 

20


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A   Years ended 8/31  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $16.34        $18.06        $16.25        $14.25        $14.66   
Income (loss) from investment operations                                   

Net investment income (d)

    $0.25        $0.26        $0.40        $0.26        $0.28   

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

    (0.50     (1.60     1.64        2.01        (0.45

Total from investment operations

    $(0.25     $(1.34     $2.04        $2.27        $(0.17
Less distributions declared to shareholders                   

From net investment income

    $(0.26     $(0.38     $(0.23     $(0.27     $(0.24

Net asset value, end of period (x)

    $15.83        $16.34        $18.06        $16.25        $14.25   

Total return (%) (r)(s)(t)(x)

    (1.50     (7.44     12.60        16.08        (1.03
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

    1.14        1.13        1.13        1.18        1.21   

Expenses after expense reductions (f)

    1.11        1.09        1.11        1.18        1.21   

Net investment income

    1.62        1.53        2.24        1.65        2.02   

Portfolio turnover

    40        28        27        32        37   

Net assets at end of period (000 omitted)

    $971,630        $1,178,013        $1,184,927        $1,108,795        $970,501   

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class B    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $15.65        $17.26        $15.52        $13.59        $13.96   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.12        $0.12        $0.25        $0.12        $0.16   

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

     (0.47     (1.52     1.57        1.94        (0.42

Total from investment operations

     $(0.35     $(1.40     $1.82        $2.06        $(0.26
Less distributions declared to shareholders                                   

From net investment income

     $(0.09     $(0.21     $(0.08     $(0.13     $(0.11

Net asset value, end of period (x)

     $15.21        $15.65        $17.26        $15.52        $13.59   

Total return (%) (r)(s)(t)(x)

     (2.20     (8.15     11.77        15.27        (1.82
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.89        1.88        1.88        1.93        1.96   

Expenses after expense reductions (f)

     1.86        1.84        1.86        1.93        1.96   

Net investment income

     0.82        0.70        1.46        0.83        1.19   

Portfolio turnover

     40        28        27        32        37   

Net assets at end of period (000 omitted)

     $7,967        $11,228        $16,932        $19,751        $23,369   

 

Class C    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $15.31        $16.93        $15.26        $13.39        $13.78   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.12        $0.12        $0.25        $0.13        $0.16   

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

     (0.45     (1.50     1.54        1.90        (0.42

Total from investment operations

     $(0.33     $(1.38     $1.79        $2.03        $(0.26
Less distributions declared to shareholders                                   

From net investment income

     $(0.13     $(0.24     $(0.12     $(0.16     $(0.13

Net asset value, end of period (x)

     $14.85        $15.31        $16.93        $15.26        $13.39   

Total return (%) (r)(s)(t)(x)

     (2.16     (8.17     11.74        15.22        (1.80
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.89        1.88        1.88        1.93        1.96   

Expenses after expense reductions (f)

     1.86        1.84        1.86        1.93        1.96   

Net investment income

     0.85        0.76        1.50        0.87        1.23   

Portfolio turnover

     40        28        27        32        37   

Net assets at end of period (000 omitted)

     $62,124        $77,442        $91,487        $86,793        $84,133   

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class I   Years ended 8/31  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $16.90        $18.66        $16.78        $14.71        $15.15   
Income (loss) from investment operations                                   

Net investment income (d)

    $0.30        $0.32        $0.46        $0.31        $0.35   

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

    (0.51     (1.66     1.69        2.06        (0.49

Total from investment operations

    $(0.21     $(1.34     $2.15        $2.37        $(0.14
Less distributions declared to shareholders                                   

From net investment income

    $(0.31     $(0.42     $(0.27     $(0.30     $(0.30

Net asset value, end of period (x)

    $16.38        $16.90        $18.66        $16.78        $14.71   

Total return (%) (r)(s)(x)

    (1.24     (7.19     12.89        16.32        (0.82
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

    0.89        0.88        0.88        0.93        0.96   

Expenses after expense reductions (f)

    0.86        0.84        0.86        0.93        0.96   

Net investment income

    1.86        1.80        2.51        1.89        2.45   

Portfolio turnover

    40        28        27        32        37   

Net assets at end of period (000 omitted)

    $2,187,011        $2,410,936        $2,194,432        $1,834,498        $1,143,621   

 

Class R1    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $15.08        $16.69        $15.02        $13.17        $13.57   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.11        $0.11        $0.24        $0.12        $0.15   

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

     (0.44     (1.47     1.52        1.87        (0.40

Total from investment operations

     $(0.33     $(1.36     $1.76        $1.99        $(0.25
Less distributions declared to shareholders                                   

From net investment income

     $(0.12     $(0.25     $(0.09     $(0.14     $(0.15

Net asset value, end of period (x)

     $14.63        $15.08        $16.69        $15.02        $13.17   

Total return (%) (r)(s)(x)

     (2.19     (8.18     11.73        15.24        (1.80
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.89        1.88        1.88        1.93        1.96   

Expenses after expense reductions (f)

     1.86        1.84        1.86        1.93        1.96   

Net investment income

     0.78        0.72        1.47        0.85        1.18   

Portfolio turnover

     40        28        27        32        37   

Net assets at end of period (000 omitted)

     $2,418        $3,509        $4,243        $4,034        $4,914   

See Notes to Financial Statements

 

23


Table of Contents

Financial Highlights – continued

 

Class R2    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $15.80        $17.48        $15.75        $13.83        $14.26   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.21        $0.22        $0.36        $0.21        $0.24   

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

     (0.48     (1.56     1.57        1.95        (0.44

Total from investment operations

     $(0.27     $(1.34     $1.93        $2.16        $(0.20
Less distributions declared to shareholders                                   

From net investment income

     $(0.22     $(0.34     $(0.20     $(0.24     $(0.23

Net asset value, end of period (x)

     $15.31        $15.80        $17.48        $15.75        $13.83   

Total return (%) (r)(s)(x)

     (1.69     (7.69     12.32        15.79        (1.32
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.39        1.38        1.38        1.43        1.46   

Expenses after expense reductions (f)

     1.36        1.34        1.36        1.43        1.46   

Net investment income

     1.38        1.29        2.06        1.41        1.78   

Portfolio turnover

     40        28        27        32        37   

Net assets at end of period (000 omitted)

     $152,133        $169,812        $182,466        $136,444        $107,567   

 

Class R3    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $16.16        $17.86        $16.08        $14.10        $14.53   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.24        $0.25        $0.40        $0.25        $0.28   

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

     (0.48     (1.58     1.61        2.00        (0.45

Total from investment operations

     $(0.24     $(1.33     $2.01        $2.25        $(0.17
Less distributions declared to shareholders                                   

From net investment income

     $(0.25     $(0.37     $(0.23     $(0.27     $(0.26

Net asset value, end of period (x)

     $15.67        $16.16        $17.86        $16.08        $14.10   

Total return (%) (r)(s)(x)

     (1.47     (7.44     12.56        16.13        (1.06
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.14        1.13        1.13        1.18        1.21   

Expenses after expense reductions (f)

     1.11        1.09        1.11        1.18        1.21   

Net investment income

     1.59        1.46        2.28        1.63        2.05   

Portfolio turnover

     40        28        27        32        37   

Net assets at end of period (000 omitted)

     $126,980        $165,656        $229,232        $195,358        $168,989   

See Notes to Financial Statements

 

24


Table of Contents

Financial Highlights – continued

 

Class R4    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $16.36        $18.09        $16.27        $14.26        $14.70   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.30        $0.29        $0.45        $0.25        $0.32   

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

     (0.50     (1.60     1.63        2.06        (0.46

Total from investment operations

     $(0.20     $(1.31     $2.08        $2.31        $(0.14
Less distributions declared to shareholders                                   

From net investment income

     $(0.30     $(0.42     $(0.26     $(0.30     $(0.30

Net asset value, end of period (x)

     $15.86        $16.36        $18.09        $16.27        $14.26   

Total return (%) (r)(s)(x)

     (1.20     (7.26     12.87        16.42        (0.84
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     0.89        0.88        0.88        0.93        0.96   

Expenses after expense reductions (f)

     0.86        0.85        0.86        0.93        0.96   

Net investment income

     1.93        1.70        2.54        1.60        2.28   

Portfolio turnover

     40        28        27        32        37   

Net assets at end of period (000 omitted)

     $148,243        $343,475        $546,069        $470,915        $825,288   

 

Class R6 (formerly Class R5) (y)   Years ended 8/31  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $16.30        $18.02        $16.21        $14.20        $14.63   
Income (loss) from investment operations                                   

Net investment income (d)

    $0.31        $0.32        $0.46        $0.33        $0.17   

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

    (0.50     (1.60     1.64        1.99        (0.31 )(g) 

Total from investment operations

    $(0.19     $(1.28     $2.10        $2.32        $(0.14
Less distributions declared to shareholders                                   

From net investment income

    $(0.32     $(0.44     $(0.29     $(0.31     $(0.29

Net asset value, end of period (x)

    $15.79        $16.30        $18.02        $16.21        $14.20   

Total return (%) (r)(s)(x)

    (1.13     (7.13     13.01        16.50        (0.85
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

    0.79        0.79        0.79        0.81        0.89   

Expenses after expense reductions (f)

    0.76        0.75        0.77        0.81        0.89   

Net investment income

    2.02        1.88        2.62        2.09        1.20 (l) 

Portfolio turnover

    40        28        27        32        37   

Net assets at end of period (000 omitted)

    $2,766,544        $3,010,863        $2,955,339        $2,331,325        $1,433,832   

See Notes to Financial Statements

 

25


Table of Contents

Financial Highlights – continued

 

Class 529A    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $16.12        $17.81        $16.03        $14.06        $14.49   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.19        $0.26        $0.39        $0.25        $0.27   

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

     (0.44     (1.58     1.62        1.98        (0.45

Total from investment operations

     $(0.25     $(1.32     $2.01        $2.23        $(0.18
Less distributions declared to shareholders                                   

From net investment income

     $(0.26     $(0.37     $(0.23     $(0.26     $(0.25

Net asset value, end of period (x)

     $15.61        $16.12        $17.81        $16.03        $14.06   

Total return (%) (r)(s)(t)(x)

     (1.52     (7.43     12.57        16.05        (1.15
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.23        1.23        1.23        1.28        1.31   

Expenses after expense reductions (f)

     1.13        1.12        1.14        1.21        1.26   

Net investment income

     1.22        1.51        2.22        1.62        1.96   

Portfolio turnover

     40        28        27        32        37   

Net assets at end of period (000 omitted)

     $9,101        $2,419        $2,428        $2,105        $1,762   

 

Class 529B    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $15.19        $16.80        $15.14        $13.25        $13.57   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.05        $0.10        $0.25        $0.12        $0.13   

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

     (0.39     (1.47     1.52        1.88        (0.38

Total from investment operations

     $(0.34     $(1.37     $1.77        $2.00        $(0.25
Less distributions declared to shareholders                                   

From net investment income

     $(0.07     $(0.24     $(0.11     $(0.11     $(0.07

Net asset value, end of period (x)

     $14.78        $15.19        $16.80        $15.14        $13.25   

Total return (%) (r)(s)(t)(x)

     (2.25     (8.17     11.71        15.15        (1.84
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.98        1.98        1.98        2.03        2.06   

Expenses after expense reductions (f)

     1.90        1.89        1.91        1.98        2.01   

Net investment income

     0.37        0.63        1.49        0.82        1.03   

Portfolio turnover

     40        28        27        32        37   

Net assets at end of period (000 omitted)

     $434        $138        $192        $188        $199   

See Notes to Financial Statements

 

26


Table of Contents

Financial Highlights – continued

 

Class 529C    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $15.01        $16.61        $14.98        $13.17        $13.56   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.07        $0.11        $0.23        $0.12        $0.15   

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

     (0.41     (1.46     1.52        1.86        (0.41

Total from investment operations

     $(0.34     $(1.35     $1.75        $1.98        $(0.26
Less distributions declared to shareholders                                   

From net investment income

     $(0.14     $(0.25     $(0.12     $(0.17     $(0.13

Net asset value, end of period (x)

     $14.53        $15.01        $16.61        $14.98        $13.17   

Total return (%) (r)(s)(t)(x)

     (2.28     (8.17     11.68        15.17        (1.83
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.99        1.98        1.98        2.03        2.06   

Expenses after expense reductions (f)

     1.90        1.89        1.91        1.98        2.01   

Net investment income

     0.47        0.72        1.43        0.81        1.19   

Portfolio turnover

     40        28        27        32        37   

Net assets at end of period (000 omitted)

     $3,298        $980        $1,098        $950        $914   

 

(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.
(l) The net investment income 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 income at such time.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
(y) On May 10, 2012, sales of Class W shares (including exchanges) were suspended. On May 11, 2012, certain Class W shares were automatically converted to Class I shares. Shareholders of certain Class W shares became shareholders of Class I and received Class I shares with a total net asset value equal to their Class W shares at the time of the conversion. On May 30, 2012, remaining Class W shares, which represented MFS seed money, were redesignated Class R5. On June 1, 2012, Class R5 shares were offered for sale to the public. Effective August 26, 2016, Class R5 shares were renamed Class R6 shares. Class R6 shares do not pay a 12b-1 distribution fee or sub-accounting costs.

See Notes to Financial Statements

 

27


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

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

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be 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,

 

28


Table of Contents

Notes to Financial Statements – continued

 

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 unobservable inputs, which may include the adviser’s own assumptions in determining

 

29


Table of Contents

Notes to Financial Statements – continued

 

the fair value of investments. The following is a summary of the levels used as of August 31, 2016 in valuing the fund’s assets or liabilities:

 

Investments at Value    Level 1      Level 2      Level 3      Total  
Equity Securities      $6,366,314,594         $—         $—         $6,366,314,594   
Mutual Funds      41,698,907                         41,698,907   
Total Investments      $6,408,013,501         $—         $—         $6,408,013,501   

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

Of the level 1 investments presented above, equity investments amounting to $706,671,950 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.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral

 

30


Table of Contents

Notes to Financial Statements – continued

 

value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is included in “Interest” income in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2016, there were no securities on loan or collateral outstanding.

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

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

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

Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended August 31, 2016, is shown as a reduction of total expenses in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries

 

31


Table of Contents

Notes to Financial Statements – continued

 

in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

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

Book/tax differences primarily relate to wash sale loss deferrals.

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

 

     8/31/16      8/31/15  
Ordinary income (including any short-term capital gains)      $126,270,222         $172,549,524   

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

 

As of 8/31/16       
Cost of investments      $6,400,737,344   
Gross appreciation      675,821,327   
Gross depreciation      (668,545,170
Net unrealized appreciation (depreciation)      $7,276,157   
Undistributed ordinary income      123,092,929   
Capital loss carryforwards      (268,624,124
Post-October capital loss deferral      (264,058,273
Other temporary differences      (1,284,573

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after August 31, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.

As of August 31, 2016, the fund had capital loss carryforwards available to offset future realized gains. Such pre-enactment losses expire as follows:

 

8/31/18      $(268,624,124

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

 

32


Table of Contents

Notes to Financial Statements – continued

 

fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     From net investment
income
 
     Year
ended
8/31/16
     Year
ended
8/31/15
 
Class A      $18,519,876         $26,484,235   
Class B      64,227         190,010   
Class C      617,527         1,249,658   
Class I      44,201,313         49,946,711   
Class R1      24,774         61,803   
Class R2      2,349,821         3,461,556   
Class R3      2,419,727         4,609,216   
Class R4      6,237,275         12,429,398   
Class R6 (formerly Class R5)      51,787,408         74,050,172   
Class 529A      38,977         48,384   
Class 529B      507         2,822   
Class 529C      8,790         15,559   
Total      $126,270,222         $172,549,524   

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

(3) Transactions with Affiliates

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

 

First $1 billion of average daily net assets      0.90
Next $1 billion of average daily net assets      0.80
Average daily net assets in excess of $2 billion      0.70

The investment adviser has agreed in writing to reduce its management fee to 0.60% of average daily net assets in excess of $5 billion up to $10 billion and 0.55% of average daily net assets in excess of $10 billion. This written agreement will terminate on December 28, 2016. For the year ended August 31, 2016, this management fee reduction amounted to $1,661,535, which is included in the reduction of total expenses in the Statement of Operations. MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2016, this management fee reduction amounted to $478,366, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.71% of the fund’s average daily net assets.

 

33


Table of Contents

Notes to Financial Statements – continued

 

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

 

First $1 billion of average daily net assets      0.90
Average daily net assets in excess of $1 billion up to $2 billion      0.80
Average daily net assets in excess of $2 billion up to $5 billion      0.70
Average daily net assets in excess of $5 billion up to $10 billion      0.60
Average daily net assets in excess of $10 billion      0.55

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $82,229 and $1,987 for the year ended August 31, 2016, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.

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

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
    

Total
Distribution

Plan (d)

    

Annual
Effective

Rate (e)

     Distribution
and Service
Fee
 
Class A              0.25%         0.25%         0.25%         $2,684,745   
Class B      0.75%         0.25%         1.00%         1.00%         93,519   
Class C      0.75%         0.25%         1.00%         1.00%         673,687   
Class R1      0.75%         0.25%         1.00%         1.00%         28,029   
Class R2      0.25%         0.25%         0.50%         0.50%         787,192   
Class R3              0.25%         0.25%         0.25%         355,575   
Class 529A              0.25%         0.25%         0.23%         7,907   
Class 529B      0.75%         0.25%         1.00%         1.00%         1,513   
Class 529C      0.75%         0.25%         1.00%         1.00%         12,078   
Total Distribution and Service Fees            $4,644,245   

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2016 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2016, this rebate amounted to $8,302, $72, $117, $21, $3, $703, $2, and $14 for Class A, Class B, Class C, Class R2, Class R3, Class 529A, Class 529B, and Class 529C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

 

34


Table of Contents

Notes to Financial Statements – continued

 

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2016, were as follows:

 

     Amount  
Class A      $385   
Class B      12,699   
Class C      4,294   
Class 529B      14   
Class 529C      5   

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets for each 529 share class. This waiver agreement will expire on December 31, 2017, unless MFD elects to extend the waiver. For the year ended August 31, 2016, this waiver amounted to $2,261 and is included in the reduction of total expenses in the Statement of Operations. The program manager fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the year ended August 31, 2016, were as follows:

 

     Fee      Waiver  
Class 529A      $3,163         $1,581   
Class 529B      151         76   
Class 529C      1,208         604   
Total Program Manager Fees and Waivers      $4,522         $2,261   

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2016, the fee was $250,389, which equated to 0.0038% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2016, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $4,217,424.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative

 

35


Table of Contents

Notes to Financial Statements – continued

 

services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.0096% of the fund’s average daily net assets.

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

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $221 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2016. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $775 at August 31, 2016, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2016, the fee paid by the fund under this agreement was $17,962 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.

On March 18, 2015, MFS purchased 1,445 shares of Class I for an aggregate amount of $25,994. On March 16, 2016, MFS purchased 1,975 shares of Class I for an aggregate amount of $30,679.

The fund is permitted to engage in purchase and sale transactions (“cross-trades”) with funds and accounts for which MFS serves as investment adviser or sub-adviser pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. Under this policy, cross-trades are effected at current market

 

36


Table of Contents

Notes to Financial Statements – continued

 

prices with no remuneration paid in connection with the transaction. During the year ended August 31, 2016, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $12,075,719 and $55,211,532, respectively. The sales transactions resulted in net realized gains (losses) of $4,216,498.

(4) Portfolio Securities

For the year ended August 31, 2016, purchases and sales of investments, other than short-term obligations, aggregated $2,661,491,288 and $3,324,532,670, respectively.

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/16
     Year ended
8/31/15
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     21,545,595         $328,659,059         25,761,448         $434,059,715   

Class B

     48,030         723,144         82,969         1,374,515   

Class C

     430,840         6,267,357         806,647         13,111,390   

Class I

     35,918,662         572,047,523         48,867,468         884,069,791   

Class R1

     23,930         338,866         53,694         864,071   

Class R2

     1,950,959         29,032,110         3,062,773         51,036,056   

Class R3

     1,552,694         23,658,689         2,335,740         39,748,666   

Class R4

     4,587,268         70,247,582         5,235,464         89,945,000   

Class R6 (formerly Class R5)

     27,737,532         423,125,363         25,520,269         434,683,969   

Class 529A

     494,224         7,503,100         29,634         509,312   

Class 529B

     25,855         372,212         2,076         33,456   

Class 529C

     181,957         2,575,360         9,954         158,597   
     94,497,546         $1,464,550,365         111,768,136         $1,949,594,538   
Shares issued to shareholders in reinvestment of distributions            

Class A

     967,727         $15,135,244         1,314,652         $21,665,465   

Class B

     3,595         54,285         9,844         156,227   

Class C

     24,676         363,730         43,975         682,930   

Class I

     2,154,640         34,797,443         2,157,499         36,699,053   

Class R1

     1,698         24,674         4,026         61,593   

Class R2

     148,079         2,243,401         205,523         3,282,204   

Class R3

     156,313         2,419,727         282,774         4,609,216   

Class R4

     394,308         6,166,970         747,936         12,325,993   

Class R6 (formerly Class R5)

     3,318,907         51,642,198         4,499,401         73,790,177   

Class 529A

     2,497         38,505         2,978         48,384   

Class 529B

     35         507         183         2,822   

Class 529C

     609         8,790         1,022         15,559   
     7,173,084         $112,895,474         9,269,813         $153,339,623   

 

37


Table of Contents

Notes to Financial Statements – continued

 

     Year ended
8/31/16
    Year ended
8/31/15
 
     Shares     Amount     Shares     Amount  
Shares reacquired         

Class A

     (33,256,347     $(505,503,605     (20,588,024     $(350,841,007

Class B

     (245,306     (3,634,091     (356,450     (5,905,536

Class C

     (1,328,603     (19,307,729     (1,197,789     (19,367,452

Class I

     (47,251,025     (747,130,180     (25,928,712     (459,211,876

Class R1

     (92,952     (1,312,230     (79,342     (1,263,041

Class R2

     (2,907,635     (43,313,201     (2,959,541     (49,394,721

Class R3

     (3,856,903     (58,609,686     (5,200,590     (88,179,329

Class R4

     (16,622,063     (263,940,004     (15,183,056     (259,923,975

Class R6 (formerly Class R5)

     (40,593,179     (630,552,683     (9,305,492     (160,868,507

Class 529A

     (63,717     (975,004     (18,777     (319,162

Class 529B

     (5,596     (82,184     (4,596     (72,458

Class 529C

     (20,939     (301,263     (11,785     (182,386
     (146,244,265     $(2,274,661,860     (80,834,154     $(1,395,529,450
Net change         

Class A

     (10,743,025     $(161,709,302     6,488,076        $104,884,173   

Class B

     (193,681     (2,856,662     (263,637     (4,374,794

Class C

     (873,087     (12,676,642     (347,167     (5,573,132

Class I

     (9,177,723     (140,285,214     25,096,255        461,556,968   

Class R1

     (67,324     (948,690     (21,622     (337,377

Class R2

     (808,597     (12,037,690     308,755        4,923,539   

Class R3

     (2,147,896     (32,531,270     (2,582,076     (43,821,447

Class R4

     (11,640,487     (187,525,452     (9,199,656     (157,652,982

Class R6 (formerly Class R5)

     (9,536,740     (155,785,122     20,714,178        347,605,639   

Class 529A

     433,004        6,566,601        13,835        238,534   

Class 529B

     20,294        290,535        (2,337     (36,180

Class 529C

     161,627        2,282,887        (809     (8,230
     (44,573,635     $(697,216,021     40,203,795        $707,404,711   

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

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS International Diversification Fund, the MFS Moderate Allocation Fund, the MFS Growth Allocation Fund, the MFS Aggressive Growth Allocation Fund, and the MFS Conservative Allocation Fund were the owners of record of approximately 24%, 6%, 6%, 2%, and 2%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, the MFS Lifetime 2055 Fund, and the MFS Lifetime Income Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a

 

38


Table of Contents

Notes to Financial Statements – continued

 

syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2016, the fund’s commitment fee and interest expense were $31,294 and $0, respectively, and are included in “Miscellaneous” expense in 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

     89,081,615         1,209,288,746         (1,256,671,454     41,698,907   
Underlying Affiliated Fund    Realized
Gain (Loss)
    

Capital Gain

Distributions

     Dividend
Income
    Ending
Value
 

MFS Institutional Money

Market Portfolio

     $—         $—      

 

$168,862

  

    $41,698,907   

 

39


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and Shareholders of MFS Research International Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Research International Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2016, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Research International Fund (one of the series constituting the MFS Series Trust I) at August 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2016

 

40


Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2016, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 52)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director   N/A

Robin A. Stelmach (k)

(age 55)

  Trustee and
President
  January 2014  

Massachusetts Financial

Services Company,

Executive Vice President and Chief Operating Officer

  N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 74)
  Trustee and Chair of Trustees   January 2004   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman

Steven E. Buller

(age 65)

  Trustee   February 2014   Chairman, Financial Accounting Standards Advisory Council (until 2015); Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A
Robert E. Butler
(age 74)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A

 

41


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Maureen R. Goldfarb

(age 61)

  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 75)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman (until 2014)   Texas Donuts, Vice Chairman (until 2010)
Michael Hegarty
(age 71)
  Trustee   December 2004   Private investor   Rouse Properties Inc., Director; Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 61)

  Trustee   January 2009   Private investor   N/A

Maryanne L. Roepke

(age 60)

  Trustee   May 2014   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 59)
  Trustee   March 2005   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Robert W. Uek
(age 75)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS
Christopher R. Bohane (k)
(age 42)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

Kino Clark (k)

(age 48)

 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A

Kristin V. Collins (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  September 2015   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

 

42


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Thomas H. Connors (k)

(age 57)

 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

  N/A
Ethan D. Corey (k)
(age 52)
  Assistant
Secretary and Assistant Clerk
  July 2005  

Massachusetts Financial Services Company,

Senior Vice President and Associate General Counsel

  N/A
David L. DiLorenzo (k)
(age 48)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A

Brian E. Langenfeld (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Susan A. Pereira (k)
(age 45)
  Assistant Secretary and Assistant Clerk   July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kasey L. Phillips (k)

(age 45)

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

 

43


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Mark N. Polebaum (k)
(age 64)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A

Matthew A. Stowe (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  October 2014   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A
Frank L. Tarantino
(age 72)
 

Independent

Senior Officer

  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel (k)
(age 46)
  Assistant
Secretary and Assistant Clerk
  October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A

Martin J. Wolin (k)

(age 49)

  Chief Compliance Officer   July 2015   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)   N/A
James O. Yost (k)
(age 56)
  Deputy Treasurer   September 1990   Massachusetts Financial Services Company, Senior Vice President   N/A

 

(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

44


Table of Contents

Trustees and Officers – continued

 

Each Trustee (except Ms. Stelmach, Mr. Buller and Ms. Roepke) has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of October 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.

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

 

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

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

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

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Managers  

Jose Luis Garcia

Victoria Higley

Thomas Melendez

 

 

45


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2016 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2015 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and

 

46


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2015, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 3rd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for the one-year period and the 3rd quintile for the five-year period ended December 31, 2015 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 addition to considering the performance information provided in connection with the contract review meetings, the Trustees noted that, in light of the Fund’s substandard relative performance at the time of their contract review meetings in 2015, they had met at each of their regular meetings since then with MFS’ senior investment management personnel to discuss the Fund’s performance and MFS’ efforts to improve the Fund’s performance. The Trustees further noted that the Fund’s three-year performance as compared to its benchmark improved for the period ended December 31, 2015, as compared to the prior year. Taking this information into account, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that

 

47


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2 billion. The Trustees also noted that MFS has agreed in writing to further reduce its advisory fee rate on average daily net assets over $5 billion and $10 billion, which may not be changed without the Trustees’ approval (the “management fee waiver rates”). They also noted that MFS has agreed to amend its contractual advisory fee rate schedule to reflect the existing management fee waiver rates effective December 29, 2016. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

48


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to 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, 2016.

 

49


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

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

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

50


Table of Contents

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2016 income tax forms in January 2017. The following information is provided pursuant to provisions of the Internal Revenue Code.

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

Income derived from foreign sources was $176,173,025. The fund intends to pass through foreign tax credits of $12,461,640 for the fiscal year.

 

51


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

52


Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

53


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2016

 

LOGO

 

MFS® TECHNOLOGY FUND

 

LOGO

 

SCT-ANN

 


Table of Contents

MFS® TECHNOLOGY FUND

 

CONTENTS

 

Letter from the Chairman     1   
Portfolio composition     2   
Management review     3   
Performance summary     6   
Expense table     9   
Portfolio of investments     11   
Statement of assets and liabilities     15   
Statement of operations     17   
Statements of changes in net assets     18   
Financial highlights     19   
Notes to financial statements     28   
Report of independent registered public accounting firm     42   
Trustees and officers     43   
Board review of investment advisory agreement     48   
Proxy voting policies and information     52   
Quarterly portfolio disclosure     52   
Further information     52   
Information about fund contracts and legal claims     53   
Federal tax information     53   
MFS® privacy notice     54   
Contact information    back cover   

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholders:

Despite the unexpected vote by the United Kingdom to leave the European Union, most markets proved resilient, with U.S. shares rallying to record highs during August.

Global interest rates remain very low, with most central banks maintaining extremely accommodative monetary policies to reinvigorate slow-growing economies against a backdrop of low inflation. This environment has favored risky assets such as equities, as investors are forced to accept greater risks in search of acceptable returns in a low-return environment. U.S. investment-grade and high-yield bonds have also benefited from low, and even negative, yields overseas.

China remains a source of concern for investors, as overcapacity in its manufacturing sector inhibits the government’s attempt to

change its domestic economy from one driven by exports to a consumer-driven model. Despite the slow-growth environment, emerging market equities have held up well, withstanding geopolitical shocks like an attempted coup in Turkey and impeachment proceedings against Brazil’s president. The U.S. Federal Reserve’s go-slow approach to rate hikes has also helped.

At MFS®, we believe it is best to view markets through a long lens and not react to short-term swings. That makes it possible to filter out market noise and focus on long-term fundamentals.

In our view, the professional guidance of a financial advisor, along with a patient, long-term approach, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Chairman

MFS Investment Management

October 17, 2016

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure (i)

 

LOGO

 

Top ten holdings (i)  
Alphabet, Inc., “A”     11.3%   
Facebook, Inc., “A”     7.1%   
Amazon.com, Inc.     6.7%   
Microsoft Corp.     6.0%   
Cisco Systems, Inc.     4.5%   
Hewlett Packard Enterprise     4.3%   
Microchip Technology, Inc.     3.8%   
Visa, Inc., “A”     3.7%   
Salesforce.com, Inc.     3.6%   
Adobe Systems, Inc.     3.1%   
Top five industries (i)  
Internet     22.0%   
Computer Software     16.4%   
Computer Software-Systems     11.6%   
Electronics     8.5%   
Business Services     8.4%   
 
(i) For purposes of this presentation, the components include the value of securities, less any securities sold short, and reflect the impact of the equivalent exposure of derivative positions. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value.

 

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

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

Percentages are based on net assets as of 8/31/16 and may not agree with the Portfolio of Investments due to the equivalent exposure of equity options.

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

 

2


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2016, Class A shares of the MFS Technology Fund (“fund”) provided a total return of 19.20%, at net asset value. This compares with a return of 12.55% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index and a return of 20.17% for the fund’s other benchmark, the Standard & Poor’s North American Technology Sector Index.

Market Environment

Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. The US Federal Reserve began its long-anticipated monetary tightening cycle in the middle of the period, but the tightening cycle has proved to be more gradual than initially anticipated. Globally, central bank policy remained highly accommodative, which forced many government, and even some corporate, bond yields into negative territory. Near the end of the period, the United Kingdom voted to leave the European Union (“EU”), beginning a multi-year process of negotiation in order to achieve “Brexit”. While markets initially reacted to the vote with alarm, the spillover to European and EM was relatively short-lived (although risks of further hits to EU cohesiveness could re-emerge).

During the second half of the reporting period, US earnings headwinds expanded beyond the energy, materials and industrial sectors, to include most sectors of the market. The sharp rise in the US dollar also weighed on earnings early in the period, though dollar strength ebbed somewhat late in the period. US consumer spending held up well during the second half of the period amid a modest increase in real wages and falling gasoline prices. Demand for autos reached near-record territory before receding modestly late in the period, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many EM countries. That said, EM countries began to show signs of a modest upturn in activity along with adjustment in their external accounts. These improved conditions appeared to have reassured investors and contributed to record inflows into the asset class during July and August as negative yields for an increasing share of developed market bonds drove yield-hungry investors further out on the risk spectrum. Similar investor inflows were experienced in the high grade and high yield corporate markets.

Detractors from Performance

Weak stock selection in the computer software industry was a negative factor that weakened the fund’s performance relative to the Standard & Poor’s North American Technology Sector Index. The fund’s underweight position in software giant Microsoft hurt relative performance after the share price appreciated significantly early in the reporting period following better-than-expected earnings results. Strong growth in the company’s Cloud business, particularly from the Office 365 and Azure product lines, combined with a lower-than-expected effective tax rate, appeared to have buoyed investor sentiment. Additionally, overweighting business intelligence software solutions developer Qlik Technologies (h) and open source software solutions provider Red Hat also held back relative returns as both stocks underperformed the benchmark during the period.

 

3


Table of Contents

Management Review – continued

 

An underweight position in the electronics industry held back relative results. The timing of the fund’s exposure to shares of semiconductor company Intel (h), and not owning semiconductor producer Texas Instruments and materials engineering solutions provider for semiconductors Applied Materials dampened relative performance. Despite Intel’s choppy stock performance during the period, shares appreciated following stronger-than-expected results at the beginning of the period where a rich mix of personal computers sold during the period was a key source of its upside earnings surprise. Additionally, shares also grew later on during the year due to better-than-anticipated PC demand and a design win for its baseband modem in the iPhone 7, which helped shares perform well.

Elsewhere, the fund’s holdings of business computer software company Hortonworks (b)(h) and science and technology funding company Allied Minds (b)(h) (United Kingdom) held back relative results. Shares of Hortonworks dipped substantially at the beginning of the calendar year after the company raised $80 million at a substantial discount to the pre-announced closing price. Additionally, an overweight position in information technology company Cognizant Technology also detracted from relative performance.

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

Contributors to Performance

Strong stock selection, and to a lesser extent, an underweight position in the computer systems industry bolstered relative performance. Within this industry, an underweight position in computer and personal electronics maker Apple helped relative results. Shares of Apple fell during the period as a result of declining sales of its flagship product iPhone and weaker-than-expected margins. Additionally, an overweight position in enterprise information technology provider Hewlett Packard Enterprise, and the fund’s avoidance of poor-performing computer hard drive maker Western Digital, diversified technology products and services company International Business Machines (IBM) and data storage solutions provider Seagate Technology, also aided relative returns. The share price of Hewlett Packard Enterprise appreciated steadily during the reporting period primarily driven by an increase in revenue across all segments. The company’s aggressive share buyback program added an additional boost.

The combination of strong stock selection and an underweight allocation to the network & telecom industry aided relative returns. However, there were no individual securities within this industry that were among the fund’s top relative contributors during the period.

Strong stock selection in the internet industry contributed to relative performance. Here, the fund’s holdings of digital marketing software solutions provider Marketo (b)(h) and online and mobile commerce company Alibaba Group (b) (China) supported relative returns. Shares of Marketo spiked following the announcement that Marketo had entered into an agreement to be acquired by private equity firm Vista Equity Partners.

 

4


Table of Contents

Management Review – continued

 

Elsewhere, an overweight position in semiconductor manufacturer Microchip Technology helped relative results. Shares of Microchip Technology appreciated towards the end of the reporting period after the company reported strong results and beat market expectations due to broad-based growth across all geographies and product categories. Moreover, successful integration of the recently acquired Atmel business led to higher-than-anticipated accretion and further supported the stock. Additionally, an underweight position in internet TV show and movie subscription services provider Netflix, and holdings of securities exchange services provider NASDAQ (b) also supported relative performance.

Respectfully,

 

Matthew Sabel  
Portfolio Manager  

 

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

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

 

5


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/16

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

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

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

6


Table of Contents

Performance Summary – continued

 

Total Returns through 8/31/16

Average annual without sales charge

 

     Share Class    Class Inception Date    1-yr    5-yr    10-yr    Life (t)     
    A    1/02/97    19.20%    15.95%    11.61%    N/A    
    B    4/14/00    18.29%    15.09%    10.81%    N/A    
    C    4/14/00    18.28%    15.08%    10.80%    N/A    
    I    1/02/97    19.45%    16.23%    11.92%    N/A    
    R1    4/01/05    18.27%    15.07%    10.78%    N/A    
    R2    10/31/03    18.88%    15.65%    11.34%    N/A    
    R3    4/01/05    19.21%    15.94%    11.62%    N/A    
    R4    4/01/05    19.45%    16.23%    11.90%    N/A    
    R6
(formerly Class R5)
   1/02/13    19.59%    N/A    N/A    17.74%    
Comparative benchmarks                        
     Standard & Poor’s 500 Stock Index (f)    12.55%    14.69%    7.51%    N/A     
     Standard & Poor’s North American
Technology Sector Index (f)
   20.17%    17.31%    11.26%    N/A     
Average annual with sales charge                        
    A

With Initial Sales Charge (5.75%)

   12.35%    14.58%    10.95%    N/A    
    B

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

   14.29%    14.86%    10.81%    N/A    
    C

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

   17.28%    15.08%    10.80%    N/A    

CDSC – Contingent Deferred Sales Charge.

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

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

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

Benchmark Definitions

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

Standard & Poor’s North American Technology Sector Index – a modified market capitalization-weighted index that measures the performance of selected technology stocks.

It is not possible to invest directly in an index.

 

7


Table of Contents

Performance Summary – continued

 

Notes to Performance Summary

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

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

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

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

 

8


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2016 through August 31, 2016

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, 2016 through August 31, 2016.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

9


Table of Contents

Expense Table – continued

 

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/16
    Ending
Account Value
8/31/16
    Expenses
Paid During
Period (p)
3/01/16-8/31/16
 
A   Actual     1.27%        $1,000.00        $1,196.36        $7.01   
  Hypothetical (h)     1.27%        $1,000.00        $1,018.75        $6.44   
B   Actual     2.02%        $1,000.00        $1,192.20        $11.13   
  Hypothetical (h)     2.02%        $1,000.00        $1,014.98        $10.23   
C   Actual     2.02%        $1,000.00        $1,192.09        $11.13   
  Hypothetical (h)     2.02%        $1,000.00        $1,014.98        $10.23   
I   Actual     1.02%        $1,000.00        $1,197.68        $5.63   
  Hypothetical (h)     1.02%        $1,000.00        $1,020.01        $5.18   
R1   Actual     2.02%        $1,000.00        $1,191.98        $11.13   
  Hypothetical (h)     2.02%        $1,000.00        $1,014.98        $10.23   
R2   Actual     1.52%        $1,000.00        $1,194.81        $8.39   
  Hypothetical (h)     1.52%        $1,000.00        $1,017.50        $7.71   
R3   Actual     1.27%        $1,000.00        $1,196.44        $7.01   
  Hypothetical (h)     1.27%        $1,000.00        $1,018.75        $6.44   
R4   Actual     1.02%        $1,000.00        $1,197.29        $5.63   
  Hypothetical (h)     1.02%        $1,000.00        $1,020.01        $5.18   
R6 (formerly Class R5)   Actual     0.92%        $1,000.00        $1,198.64        $5.08   
  Hypothetical (h)     0.92%        $1,000.00        $1,020.51        $4.67   

 

(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Expense ratios include 0.01% of investment related expenses from short sales (See Note 2 of the Notes to Financial Statements).

 

10


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/16

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 - 96.8%                 
Issuer    Shares/Par     Value ($)  
Broadcasting - 1.3%                 
Time Warner, Inc.      97,455      $ 7,641,447   
Brokerage & Asset Managers - 2.3%                 
Intercontinental Exchange, Inc.      20,446      $ 5,766,181   
NASDAQ, Inc.      115,107        8,196,769   
    

 

 

 
      $ 13,962,950   
Business Services - 8.4%                 
Accenture PLC, “A”      25,891      $ 2,977,465   
Cognizant Technology Solutions Corp., “A” (a)      153,392        8,810,836   
CoStar Group, Inc. (a)      9,245        1,916,026   
Equifax, Inc.      47,007        6,200,223   
Fidelity National Information Services, Inc.      152,431        12,092,351   
Fiserv, Inc. (a)      80,196        8,264,198   
Gartner, Inc. (a)      6,459        587,769   
Global Payments, Inc.      73,103        5,552,173   
Tyler Technologies, Inc. (a)      6,856        1,124,041   
Verisk Analytics, Inc., “A” (a)      35,579        2,954,836   
    

 

 

 
      $ 50,479,918   
Cable TV - 0.7%                 
Charter Communications, Inc., “A” (a)      17,091      $ 4,395,976   
Computer Software - 16.8%                 
Adobe Systems, Inc. (a)      182,416      $ 18,662,981   
Akamai Technologies, Inc. (a)      85,184        4,676,602   
Cadence Design Systems, Inc. (a)      167,824        4,269,443   
Enghouse Systems Ltd.      65,549        2,785,608   
Intuit, Inc.      57,525        6,411,161   
Microsoft Corp.      624,540        35,886,068   
Red Hat, Inc. (a)      48,350        3,528,583   
Sabre Corp.      104,467        2,940,746   
Salesforce.com, Inc. (a)      271,824        21,588,262   
    

 

 

 
      $ 100,749,454   
Computer Software - Systems - 11.9%                 
Apple, Inc.      170,147      $ 18,052,597   
Constellation Software, Inc.      6,249        2,726,516   
EPAM Systems, Inc. (a)      55,371        3,776,856   
Globant S.A. (a)(l)      41,744        1,630,103   
Hewlett Packard Enterprise      1,187,693        25,511,646   

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Computer Software - Systems - continued                 
Kinaxis, Inc. (a)      52,534      $ 2,489,296   
NICE Systems Ltd., ADR      47,892        3,277,250   
ServiceNow, Inc. (a)      46,711        3,394,488   
Splunk, Inc. (a)      46,930        2,733,203   
SS&C Technologies Holdings, Inc.      175,365        5,778,277   
Vantiv, Inc., “A” (a)      36,740        1,974,408   
    

 

 

 
      $ 71,344,640   
Consumer Services - 1.4%                 
Priceline Group, Inc. (a)      5,870      $ 8,316,205   
Electrical Equipment - 1.3%                 
Amphenol Corp., “A”      124,638      $ 7,766,194   
Electronics - 8.5%                 
Broadcom Corp.      66,110      $ 11,663,126   
Mellanox Technologies Ltd. (a)      55,732        2,443,291   
Microchip Technology, Inc.      370,787        22,955,423   
NXP Semiconductors N.V. (a)      85,445        7,520,869   
Silicon Laboratories, Inc. (a)      113,311        6,492,720   
    

 

 

 
      $ 51,075,429   
Entertainment - 0.4%                 
Netflix, Inc. (a)      20,757      $ 2,022,770   
Internet - 22.1%                 
Alibaba Group Holding Ltd., ADR (a)      73,570      $ 7,150,268   
Alphabet, Inc., “A” (a)(s)      85,432        67,478,465   
Facebook, Inc., “A” (a)(s)      336,930        42,493,612   
LinkedIn Corp., “A” (a)      15,260        2,941,365   
LogMeIn, Inc.      23,800        1,987,300   
Tencent Holdings Ltd.      128,300        3,337,515   
Yahoo!, Inc. (a)      154,792        6,617,358   
    

 

 

 
      $ 132,005,883   
Leisure & Toys - 2.1%                 
Activision Blizzard, Inc.      136,671      $ 5,654,079   
Electronic Arts, Inc. (a)      84,950        6,900,489   
    

 

 

 
      $ 12,554,568   
Network & Telecom - 4.6%                 
Cisco Systems, Inc.      865,358      $ 27,206,856   

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Other Banks & Diversified Financials - 6.4%                 
MasterCard, Inc., “A”      161,446      $ 15,600,526   
Visa, Inc., “A”      277,087        22,416,338   
    

 

 

 
      $ 38,016,864   
Specialty Stores - 6.7%                 
Amazon.com, Inc. (a)(s)      52,212      $ 40,159,382   
Telecommunications - Wireless - 1.9%                 
American Tower Corp., REIT      48,155      $ 5,459,814   
SBA Communications Corp. (a)      51,816        5,914,796   
    

 

 

 
      $ 11,374,610   
Total Common Stocks (Identified Cost, $410,353,277)      $ 579,073,146   
Issuer/Expiration Date/Strike Price    Number
of
Contracts
        
Put Options Purchased - 0.0%                 
Computer Software - 0.0%                 
Salesforce.Com, Inc. - September 2016 @ $76
(Premiums Paid, $150,607)
     664      $ 83,000   
Issuer    Shares/Par         
Money Market Funds - 2.8%                 
MFS Institutional Money Market Portfolio, 0.38% (v)
(Identified Cost, $16,566,726)
     16,566,726      $ 16,566,726   
Collateral for Securities Loaned - 0.0%                 
Navigator Securities Lending Prime Portfolio, 0.43%,
at Cost and Net Asset Value (j)
     239,680      $ 239,680   
Total Investments (Identified Cost, $427,310,290)      $ 595,962,552   
Issuer/Expiration Date/Strike Price    Number
of
Contracts
        
Call Options Written - 0.0%                 
Computer Software - 0.0%                 
Intuit, Inc. - September 2016 @ $115      (104   $ (1,768
Salesforce.Com, Inc. - September 2016 @ $79      (231     (67,221
    

 

 

 
      $ (68,989
Computer Software - Systems - 0.0%                 
Apple, Inc. - September 2016 @ $115      (354   $ (4,956
Hewlett Packard Enterprise Co. - September 2016 @ $22      (2,191     (98,595

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer/Expiration Date/Strike Price    Number
of
Contracts
    Value ($)  
Call Options Written - continued                 
Computer Software - Systems - continued                 
Hewlett Packard Enterprise Co. - September 2016 @ $24      (941   $ (9,410
Splunk, Inc. - September 2016 @ $65      (182     (2,730
Splunk, Inc. - September 2016 @ $70      (227     (1,135
    

 

 

 
      $ (116,826
Internet - 0.0%                 
Alibaba Group Holding Ltd. - September 2016 @ $100      (125   $ (10,125
LogMeIn, Inc. - September 2016 @ $90      (184     (3,680
    

 

 

 
      $ (13,805
Total Call Options Written (Premiums Received, $262,495)      $ (199,620
Put Options Written - 0.0%                 
Computer Software - Systems - 0.0%                 
Apple, Inc. - September 2016 @ $101      (544   $ (18,496
Internet - 0.0%                 
Alibaba Group Holding Ltd. - September 2016 @ $89      (125   $ (1,625
Total Put Options Written (Premiums Received, $16,751)      $ (20,121
Other Assets, Less Liabilities - 0.5%        2,752,031   
Net Assets - 100.0%      $ 598,494,842   

 

(a) Non-income producing security.
(j) The rate quoted is the annualized seven-day yield of the fund at period end.
(l) A portion of this security is on loan.
(s) Security or a portion of the security was pledged to cover collateral requirements for securities sold short and certain derivative transactions. At August 31, 2016, the fund had no short sales outstanding.
(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

At August 31, 2016, the fund had cash collateral of $282,536 and other liquid securities with an aggregate value of $4,802,642 to cover any commitments for securities sold short. Cash collateral is comprised of “Deposits with brokers” on the Statement of Assets and Liabilities.

See Notes to Financial Statements

 

14


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/16

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, $410,743,564)

     $579,395,826   

Underlying affiliated funds, at value (identified cost, $16,566,726)

     16,566,726   

Total investments, at value, including $233,987 of securities on loan
(identified cost, $427,310,290)

     $595,962,552   

Cash

     10,997   

Deposits with brokers

     282,536   

Receivables for

  

Investments sold

     1,483,001   

Fund shares sold

     4,303,039   

Interest and dividends

     459,544   

Other assets

     589   

Total assets

     $602,502,258   
Liabilities         

Payables for

  

Investments purchased

     $2,322,930   

Fund shares reacquired

     901,303   

Written options outstanding, at value (premiums received, $279,246)

     219,741   

Collateral for securities loaned, at value

     239,680   

Payable to affiliates

  

Investment adviser

     24,834   

Shareholder servicing costs

     148,383   

Distribution and service fees

     9,782   

Payable for independent Trustees’ compensation

     782   

Accrued expenses and other liabilities

     139,981   

Total liabilities

     $4,007,416   

Net assets

     $598,494,842   
Net assets consist of         

Paid-in capital

     $427,208,313   

Unrealized appreciation (depreciation) on investments

     168,711,767   

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

     4,452,053   

Accumulated net investment loss

     (1,877,291

Net assets

     $598,494,842   

Shares of beneficial interest outstanding

     21,396,942   

 

15


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $320,897,718         11,352,187         $28.27   

Class B

     25,989,714         1,037,180         25.06   

Class C

     73,071,144         2,921,692         25.01   

Class I

     96,699,998         3,230,942         29.93   

Class R1

     3,072,849         123,102         24.96   

Class R2

     17,031,014         626,873         27.17   

Class R3

     20,180,305         714,134         28.26   

Class R4

     8,141,301         278,867         29.19   

Class R6 (formerly Class R5)

     33,410,799         1,111,965         30.05   

 

(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 $29.99 [100 / 94.25 x $28.27]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/16

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 loss   

Income

  

Dividends

     $3,606,100   

Interest

     19,481   

Dividends from underlying affiliated funds

     46,141   

Foreign taxes withheld

     (7,494

Total investment income

     $3,664,228   

Expenses

  

Management fee

     $3,533,506   

Distribution and service fees

     1,588,199   

Shareholder servicing costs

     713,641   

Administrative services fee

     83,543   

Independent Trustees’ compensation

     10,844   

Custodian fee

     46,732   

Shareholder communications

     59,244   

Audit and tax fees

     56,437   

Legal fees

     4,804   

Dividend and interest expense on securities sold short

     65,411   

Miscellaneous

     194,664   

Total expenses

     $6,357,025   

Reduction of expenses by investment adviser and distributor

     (43,988

Net expenses

     $6,313,037   

Net investment loss

     $(2,648,809
Realized and unrealized gain (loss) on investments and foreign currency   

Realized gain (loss) (identified cost basis)

  

Investments

     $7,810,296   

Written options

     651,936   

Securities sold short

     60,958   

Foreign currency

     (1,292

Net realized gain (loss) on investments and foreign currency

     $8,521,898   

Change in unrealized appreciation (depreciation)

  

Investments

     $74,508,775   

Written options

     54,100   

Securities sold short

     (123,068

Net unrealized gain (loss) on investments

     $74,439,807   

Net realized and unrealized gain (loss) on investments

     $82,961,705   

Change in net assets from operations

     $80,312,896   

See Notes to Financial Statements

 

17


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Years ended 8/31  
     2016      2015  
Change in net assets              
From operations                  

Net investment loss

     $(2,648,809      $(2,330,886

Net realized gain (loss) on investments and foreign currency

     8,521,898         19,392,856   

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

     74,439,807         (4,733,225

Change in net assets from operations

     $80,312,896         $12,328,745   
Distributions declared to shareholders                  

From net realized gain on investments

     $(17,116,057      $(10,909,819

Change in net assets from fund share transactions

     $181,028,652         $55,669,659   

Total change in net assets

     $244,225,491         $57,088,585   
Net assets                  

At beginning of period

     354,269,351         297,180,766   

At end of period (including accumulated net investment loss of
$1,877,291 and $1,262,399, respectively)

     $598,494,842         $354,269,351   

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $24.62        $24.47        $19.41        $16.80        $14.50   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.12     $(0.15     $(0.13     $(0.12     $(0.17

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

     4.76        1.15        5.19        2.73        2.47   

Total from investment operations

     $4.64        $1.00        $5.06        $2.61        $2.30   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $(0.99     $(0.85     $—        $—        $—   

Net asset value, end of period (x)

     $28.27        $24.62        $24.47        $19.41        $16.80   

Total return (%) (r)(s)(t)(x)

     19.20        4.18        26.07        15.54        15.86   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.27        1.30        1.33        1.55        1.45   

Expenses after expense reductions (f)

     1.26        1.29        1.32        1.54        1.45   

Net investment loss

     (0.48     (0.60     (0.58     (0.70     (1.08

Portfolio turnover

     30        43        38        54        68   

Net assets at end of period (000 omitted)

     $320,898        $199,313        $171,020        $141,147        $143,595   
Supplemental Ratios (%):                                         

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

     1.24        1.27        1.28        1.36        1.38   

See Notes to Financial Statements

 

19


Table of Contents

Financial Highlights – continued

 

Class B    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $22.09        $22.20        $17.75        $15.48        $13.45   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.28     $(0.30     $(0.27     $(0.23     $(0.27

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

     4.24        1.04        4.72        2.50        2.30   

Total from investment operations

     $3.96        $0.74        $4.45        $2.27        $2.03   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $(0.99     $(0.85     $—        $—        $—   

Net asset value, end of period (x)

     $25.06        $22.09        $22.20        $17.75        $15.48   

Total return (%) (r)(s)(t)(x)

     18.29        3.41        25.07        14.66        15.09   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.02        2.05        2.08        2.30        2.20   

Expenses after expense reductions (f)

     2.01        2.04        2.07        2.29        2.20   

Net investment loss

     (1.22     (1.35     (1.34     (1.44     (1.83

Portfolio turnover

     30        43        38        54        68   

Net assets at end of period (000 omitted)

     $25,990        $18,791        $16,190        $13,009        $12,911   
Supplemental Ratios (%):                                         

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

     1.99        2.02        2.03        2.12        2.13   

See Notes to Financial Statements

 

20


Table of Contents

Financial Highlights – continued

 

Class C    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $22.05        $22.16        $17.71        $15.45        $13.43   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.28     $(0.30     $(0.28     $(0.24     $(0.27

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

     4.23        1.04        4.73        2.50        2.29   

Total from investment operations

     $3.95        $0.74        $4.45        $2.26        $2.02   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $(0.99     $(0.85     $—        $—        $—   

Net asset value, end of period (x)

     $25.01        $22.05        $22.16        $17.71        $15.45   

Total return (%) (r)(s)(t)(x)

     18.28        3.42        25.13        14.63        15.04   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.02        2.05        2.07        2.30        2.20   

Expenses after expense reductions (f)

     2.01        2.04        2.07        2.30        2.20   

Net investment loss

     (1.23     (1.35     (1.34     (1.45     (1.83

Portfolio turnover

     30        43        38        54        68   

Net assets at end of period (000 omitted)

     $73,071        $43,037        $35,998        $25,026        $23,940   
Supplemental Ratios (%):                                         

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

     2.00        2.02        2.03        2.12        2.13   

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class I    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $25.96        $25.69        $20.33        $17.56        $15.11   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.07     $(0.09     $(0.08     $(0.08     $(0.14

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

     5.03        1.21        5.44        2.85        2.59   

Total from investment operations

     $4.96        $1.12        $5.36        $2.77        $2.45   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $(0.99     $(0.85     $—        $—        $—   

Net asset value, end of period (x)

     $29.93        $25.96        $25.69        $20.33        $17.56   

Total return (%) (r)(s)(x)

     19.45        4.45        26.36        15.77        16.21   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.02        1.05        1.08        1.30        1.20   

Expenses after expense reductions (f)

     1.01        1.04        1.07        1.30        1.20   

Net investment loss

     (0.24     (0.35     (0.35     (0.45     (0.83

Portfolio turnover

     30        43        38        54        68   

Net assets at end of period (000 omitted)

     $96,700        $56,619        $40,359        $30,615        $21,898   
Supplemental Ratios (%):                                         

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

     1.00        1.02        1.04        1.12        1.12   

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class R1    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $22.01        $22.12        $17.68        $15.42        $13.41   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.28     $(0.30     $(0.27     $(0.23     $(0.26

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

     4.22        1.04        4.71        2.49        2.27   

Total from investment operations

     $3.94        $0.74        $4.44        $2.26        $2.01   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $(0.99     $(0.85     $—        $—        $—   

Net asset value, end of period (x)

     $24.96        $22.01        $22.12        $17.68        $15.42   

Total return (%) (r)(s)(x)

     18.27        3.43        25.11        14.66        14.99   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.02        2.05        2.08        2.30        2.21   

Expenses after expense reductions (f)

     2.01        2.04        2.07        2.30        2.21   

Net investment loss

     (1.22     (1.36     (1.34     (1.45     (1.82

Portfolio turnover

     30        43        38        54        68   

Net assets at end of period (000 omitted)

     $3,073        $2,516        $2,033        $1,542        $1,666   
Supplemental Ratios (%):                                         

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

     1.99        2.02        2.04        2.12        2.13   

See Notes to Financial Statements

 

23


Table of Contents

Financial Highlights – continued

 

Class R2    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $23.76        $23.70        $18.85        $16.36        $14.15   
Income (loss) from investment operations                                   

Net investment loss (d)

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

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

     4.58        1.11        5.03        2.65        2.41   

Total from investment operations

     $4.40        $0.91        $4.85        $2.49        $2.21   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $(0.99     $(0.85     $—        $—        $—   

Net asset value, end of period (x)

     $27.17        $23.76        $23.70        $18.85        $16.36   

Total return (%) (r)(s)(x)

     18.88        3.93        25.73        15.22        15.62   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.52        1.55        1.58        1.79        1.70   

Expenses after expense reductions (f)

     1.51        1.54        1.58        1.79        1.70   

Net investment loss

     (0.72     (0.84     (0.83     (0.94     (1.33

Portfolio turnover

     30        43        38        54        68   

Net assets at end of period (000 omitted)

     $17,031        $14,946        $17,123        $15,890        $17,748   
Supplemental Ratios (%):                                         

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

     1.49        1.52        1.54        1.62        1.63   

See Notes to Financial Statements

 

24


Table of Contents

Financial Highlights – continued

 

Class R3    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $24.61        $24.46        $19.41        $16.80        $14.49   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.13     $(0.15     $(0.13     $(0.12     $(0.17

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

     4.77        1.15        5.18        2.73        2.48   

Total from investment operations

     $4.64        $1.00        $5.05        $2.61        $2.31   
Less distributions declared to shareholders                                   

From net realized gain on investments

     $(0.99     $(0.85     $—        $—        $—   

Net asset value, end of period (x)

     $28.26        $24.61        $24.46        $19.41        $16.80   

Total return (%) (r)(s)(x)

     19.21        4.18        26.02        15.54        15.94   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.27        1.30        1.33        1.55        1.45   

Expenses after expense reductions (f)

     1.26        1.29        1.32        1.55        1.45   

Net investment loss

     (0.49     (0.60     (0.59     (0.70     (1.08

Portfolio turnover

     30        43        38        54        68   

Net assets at end of period (000 omitted)

     $20,180        $9,732        $10,626        $8,863        $8,720   
Supplemental Ratios (%):                                         

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

     1.25        1.27        1.29        1.37        1.38   

See Notes to Financial Statements

 

25


Table of Contents

Financial Highlights – continued

 

Class R4    Years ended 8/31  
     2016      2015      2014      2013      2012  

Net asset value, beginning of period

     $25.34         $25.10         $19.86         $17.15         $14.76   
Income (loss) from investment operations                                       

Net investment loss (d)

     $(0.06      $(0.09      $(0.08      $(0.08      $(0.14

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

     4.90         1.18         5.32         2.79         2.53   

Total from investment operations

     $4.84         $1.09         $5.24         $2.71         $2.39   
Less distributions declared to shareholders                                       

From net realized gain on investments

     $(0.99      $(0.85      $—         $—         $—   

Net asset value, end of period (x)

     $29.19         $25.34         $25.10         $19.86         $17.15   

Total return (%) (r)(s)(x)

     19.45         4.44         26.38         15.80         16.19   
Ratios (%) (to average net assets)
and Supplemental data:
                                       

Expenses before expense reductions (f)

     1.02         1.05         1.07         1.29         1.20   

Expenses after expense reductions (f)

     1.01         1.04         1.07         1.29         1.20   

Net investment loss

     (0.24      (0.37      (0.34      (0.45      (0.84

Portfolio turnover

     30         43         38         54         68   

Net assets at end of period (000 omitted)

     $8,141         $2,234         $1,403         $1,269         $823   
Supplemental Ratios (%):                                             

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

     1.00         1.02         1.04         1.12         1.12   

See Notes to Financial Statements

 

26


Table of Contents

Financial Highlights – continued

 

Class R6 (formerly R5)    Years ended 8/31  
     2016      2015      2014      2013 (i)  

Net asset value, beginning of period

     $26.03         $25.73         $20.34         $17.68   
Income (loss) from investment operations                              

Net investment income (loss) (d)

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

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

     5.05         1.22         5.46         2.70   

Total from investment operations

     $5.01         $1.15         $5.39         $2.66   
Less distributions declared to shareholders                              

From net realized gain on investments

     $(0.99      $(0.85      $—         $—   

Net asset value, end of period (x)

     $30.05         $26.03         $25.73         $20.34   

Total return (%) (r)(s)(x)

     19.59         4.57         26.50         15.05 (n) 
Ratios (%) (to average net assets)
and Supplemental data:
                              

Expenses before expense reductions (f)

     0.92         0.95         0.97         1.13 (a) 

Expenses after expense reductions (f)

     0.91         0.94         0.96         1.13 (a) 

Net investment income (loss)

     (0.13      (0.27      (0.28      (0.35 )(a) 

Portfolio turnover

     30         43         38         54   

Net assets at end of period (000 omitted)

     $33,411         $7,079         $2,429         $116   
Supplemental Ratios (%):                                    

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

     0.90         0.92         0.95         1.01 (a) 

 

(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’s inception, January 2, 2013, through the stated period end.
(n) Not annualized.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

27


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests primarily in securities of issuers in the technology industry. Issuers in a single industry can react similarly to market, economic, political and regulatory conditions and developments.

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

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Equity securities held short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price on their primary exchange as provided by a third-party

 

28


Table of Contents

Notes to Financial Statements – continued

 

pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on their primary exchange as provided by a third-party pricing service. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

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

 

29


Table of Contents

Notes to Financial Statements – continued

 

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 written options. The following is a summary of the levels used as of August 31, 2016 in valuing the fund’s assets or liabilities:

 

Investments at Value    Level 1      Level 2      Level 3      Total  
Equity Securities      $ 579,156,146         $—         $—         $579,156,146   
Mutual Funds      16,806,406                         16,806,406   
Total Investments      $595,962,552         $—         $—         $595,962,552   
Other Financial Instruments                            
Written Options      $(205,516      $(14,225      $—         $(219,741

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 written options and purchased options. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivatives Contract tables, generally are indicative of the volume of its derivative activity during the period.

 

30


Table of Contents

Notes to Financial Statements – 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, 2016 as reported in the Statement of Assets and Liabilities:

 

        Fair Value (a)  
Risk   Derivative Contracts   Asset Derivatives     Liability Derivatives  
Equity   Purchased Equity Options     $83,000        $—   
Equity   Written Equity Options            (219,741
Total       $83,000        $(219,741

 

(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 year ended August 31, 2016 as reported in the Statement of Operations:

 

Risk    Investments
(Purchased
Options)
     Written
Options
 
Equity      $(1,565,105      $651,936   

The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended August 31, 2016 as reported in the Statement of Operations:

 

Risk    Investments
(Purchased
Options)
     Written
Options
 
Equity      $430,549         $54,100   

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

Collateral and margin requirements differ by type of derivative. Margin requirements are set by the clearing broker and the clearing house for cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the

 

31


Table of Contents

Notes to Financial Statements – continued

 

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 that has been segregated to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as “Restricted cash” or “Deposits with brokers.” Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Interest” expense in the Statement of Operations.

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

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

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

 

32


Table of Contents

Notes to Financial Statements – continued

 

The following table represents the written option activity in the fund during the year ended August 31, 2016:

 

      Number of
contracts
     Premiums
received
 
Outstanding, beginning of period      254         $15,702   
Options written      70,930         4,161,134   
Options closed      (16,907      (1,569,991
Options exercised      (3,093      (218,716
Options expired      (45,976      (2,108,883
Outstanding, end of period      5,208         $279,246   

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

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

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

Short Sales – The fund entered into short sales whereby it sells a security it does not own in anticipation of a decline in the value of that security. The fund will realize a gain if the security price decreases and a loss if the security price increases between the date of the short sale and the date on which the fund replaces the borrowed security. Losses from short sales can exceed the proceeds of the security sold; and they can also exceed the potential loss from an ordinary buy and sell transaction. The amount of any premium, dividends, or interest the fund may be required to pay in connection with a short sale will be recognized as a fund expense. During the year ended August 31, 2016, this expense amounted to $65,411. The fund segregates cash or marketable securities in an amount that, when combined with the amount of proceeds from the

 

33


Table of Contents

Notes to Financial Statements – continued

 

short sale deposited with the broker, at least equals the current market value of the security sold short. At August 31, 2016, the fund had no short sales outstanding.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. At period end, the fund had investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $233,987. The fair value of the fund’s investment securities on loan and a related liability of $239,680 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. The collateral received on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is included in “Interest” income in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be

 

34


Table of Contents

Notes to Financial Statements – continued

 

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 – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. For the year ended August 31, 2016, custody fees were not reduced.

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

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

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

 

35


Table of Contents

Notes to Financial Statements – continued

 

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

 

     8/31/16      8/31/15  
Ordinary income (including any short-term capital gains)      $—         $260,665   
Long-term capital gains      17,116,057         10,649,154   
Total distributions      $17,116,057         $10,909,819   

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

 

As of 8/31/16       
Cost of investments      $428,619,145   
Gross appreciation      168,039,216   
Gross depreciation      (695,809
Net unrealized appreciation (depreciation)      $167,343,407   
Undistributed long-term capital gain      10,233,403   
Late year ordinary loss deferral      (1,876,522
Other temporary differences      (4,413,759

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

 

     From net realized gain on
investments
 
     Year
ended
8/31/16
     Year
ended
8/31/15
 
Class A      $9,437,848         $6,168,353   
Class B      911,554         639,077   
Class C      2,147,972         1,427,980   
Class I      2,507,391         1,439,815   
Class R1      127,045         76,932   
Class R2      631,886         619,660   
Class R3      425,776         328,090   
Class R4      74,453         92,251   
Class R6 (formerly Class R5)      852,132         117,661   
Total      $17,116,057         $10,909,819   

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

 

36


Table of Contents

Notes to Financial Statements – continued

 

(3) Transactions with Affiliates

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

 

First $1 billion of average daily net assets      0.75
Average daily net assets in excess of $1 billion      0.70

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2016, this management fee reduction amounted to $33,671, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.74% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $241,244 for the year ended August 31, 2016, as its portion of the initial sales charge on sales of Class A shares of the fund.

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

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

Distribution Plan Fee Table:

 

    
Distribution
Fee Rate (d)
    
Service
Fee Rate (d)
    

Total

Distribution

Plan (d)

    

Annual

Effective

Rate (e)

    

Distribution

and Service
Fee

 
Class A              0.25%         0.25%         0.25%         $661,410   
Class B      0.75%         0.25%         1.00%         1.00%         224,520   
Class C      0.75%         0.25%         1.00%         1.00%         559,608   
Class R1      0.75%         0.25%         1.00%         1.00%         28,215   
Class R2      0.25%         0.25%         0.50%         0.50%         79,282   
Class R3              0.25%         0.25%         0.25%         35,164   
Total Distribution and Service Fees         $1,588,199   

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2016 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2016, this rebate amounted to $9,638, $181, and $498 for Class A, Class B, and Class C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

 

37


Table of Contents

Notes to Financial Statements – continued

 

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2016, were as follows:

 

     Amount  
Class A      $508   
Class B      35,739   
Class C      7,177   

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2016, the fee was $143,844, which equated to 0.0305% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2016, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $569,797.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.0177% of the fund’s average daily net assets.

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

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $217 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2016. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $769 at August 31, 2016, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

 

38


Table of Contents

Notes to Financial Statements – continued

 

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2016, the fee paid by the fund under this agreement was $1,166 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.

On September 9, 2015, MFS redeemed 5,844 shares of Class R6 (formerly Class R5) for an aggregate amount of $151,886. On March 16, 2016, MFS redeemed 6,339 shares of Class I for an aggregate amount of $167,466.

The fund is permitted to engage in purchase and sale transactions (“cross-trades”) with funds and accounts for which MFS serves as investment adviser or sub-adviser pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction. During the year ended August 31, 2016, the fund engaged in sale transactions pursuant to this policy, which amounted to $298,489. The sales transactions resulted in net realized gains (losses) of $(11,493).

(4) Portfolio Securities

For the year ended August 31, 2016, purchases and sales of investments, other than purchased option transactions, short sales, and short-term obligations, aggregated $307,357,722 and $138,886,914, respectively.

 

39


Table of Contents

Notes to Financial Statements – continued

 

(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/16
     Year ended
8/31/15
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     5,650,212         $146,107,339         2,241,507         $55,525,093   

Class B

     340,869         7,842,383         247,401         5,526,117   

Class C

     1,326,858         30,532,344         500,699         11,142,225   

Class I

     3,469,595         95,301,998         1,143,006         29,588,966   

Class R1

     59,793         1,366,106         48,003         1,060,935   

Class R2

     316,198         7,917,738         176,978         4,207,508   

Class R3

     433,184         11,179,724         124,472         3,073,906   

Class R4

     269,057         7,406,114         77,437         1,980,406   

Class R6 (formerly Class R5)

     1,008,817         26,942,479         205,623         5,378,549   
     12,874,583         $334,596,225         4,765,126         $117,483,705   
Shares issued to shareholders in reinvestment of distributions            

Class A

     351,762         $9,145,810         247,815         $5,935,159   

Class B

     38,326         888,406         28,581         617,360   

Class C

     80,131         1,853,426         55,394         1,194,300   

Class I

     65,685         1,805,022         40,833         1,028,984   

Class R1

     5,502         127,045         3,575         76,932   

Class R2

     24,051         602,249         26,342         609,819   

Class R3

     16,376         425,776         13,705         328,090   

Class R4

     2,777         74,453         3,750         92,251   

Class R6 (formerly Class R5)

     10,949         301,867         4,660         117,661   
     595,559         $15,224,054         424,655         $10,000,556   
Shares reacquired            

Class A

     (2,744,468      $(70,029,661      (1,384,224      $(34,114,765

Class B

     (192,697      (4,444,263      (154,582      (3,449,270

Class C

     (437,124      (10,007,638      (228,706      (5,110,461

Class I

     (2,485,635      (64,260,422      (573,781      (14,838,971

Class R1

     (56,516      (1,271,891      (29,169      (651,327

Class R2

     (342,465      (8,463,244      (296,804      (7,132,965

Class R3

     (130,805      (3,377,690      (177,203      (4,403,786

Class R4

     (81,123      (2,055,904      (48,919      (1,259,257

Class R6 (formerly Class R5)

     (179,822      (4,880,914      (32,669      (853,800
     (6,650,655      $(168,791,627      (2,926,057      $(71,814,602

 

40


Table of Contents

Notes to Financial Statements – continued

 

     Year ended
8/31/16
     Year ended
8/31/15
 
     Shares      Amount      Shares      Amount  
Net change            

Class A

     3,257,506         $85,223,488         1,105,098         $27,345,487   

Class B

     186,498         4,286,526         121,400         2,694,207   

Class C

     969,865         22,378,132         327,387         7,226,064   

Class I

     1,049,645         32,846,598         610,058         15,778,979   

Class R1

     8,779         221,260         22,409         486,540   

Class R2

     (2,216      56,743         (93,484      (2,315,638

Class R3

     318,755         8,227,810         (39,026      (1,001,790

Class R4

     190,711         5,424,663         32,268         813,400   

Class R6 (formerly Class R5)

     839,944         22,363,432         177,614         4,642,410   
     6,819,487         $181,028,652         2,263,724         $55,669,659   

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

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2016, the fund’s commitment fee and interest expense were $2,086 and $0, respectively, and are included in “Miscellaneous” expense in 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      15,640,239         172,387,075         (171,460,588      16,566,726   
Underlying Affiliated Fund    Realized
Gain (Loss)
     Capital Gain
Distributions
     Dividend
Income
     Ending
Value
 
MFS Institutional Money Market Portfolio      $—         $—         $46,141         $16,566,726   

 

41


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Technology Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2016, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Technology Fund (one of the series constituting the MFS Series Trust I) at August 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2016

 

42


Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2016, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 52)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director   N/A

Robin A. Stelmach (k)

(age 55)

  Trustee and
President
  January 2014  

Massachusetts Financial

Services Company,

Executive Vice President and Chief Operating Officer

  N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 74)
  Trustee and Chair of Trustees   January 2004   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman

Steven E. Buller

(age 65)

  Trustee   February 2014   Chairman, Financial Accounting Standards Advisory Council (until 2015); Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A
Robert E. Butler
(age 74)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A

 

43


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Maureen R. Goldfarb

(age 61)

  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 75)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman (until 2014)   Texas Donuts, Vice Chairman (until 2010)
Michael Hegarty
(age 71)
  Trustee   December 2004   Private investor   Rouse Properties Inc., Director; Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 61)

  Trustee   January 2009   Private investor   N/A

Maryanne L. Roepke

(age 60)

  Trustee   May 2014   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 59)
  Trustee   March 2005   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Robert W. Uek
(age 75)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS
Christopher R. Bohane (k)
(age 42)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

Kino Clark (k)

(age 48)

 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A

Kristin V. Collins (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  September 2015   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

 

44


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Thomas H. Connors (k)

(age 57)

 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

  N/A
Ethan D. Corey (k)
(age 52)
  Assistant
Secretary and Assistant Clerk
  July 2005  

Massachusetts Financial Services Company,

Senior Vice President and Associate General Counsel

  N/A
David L. DiLorenzo (k)
(age 48)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A

Brian E. Langenfeld (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Susan A. Pereira (k)
(age 45)
  Assistant Secretary and Assistant Clerk   July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kasey L. Phillips (k)

(age 45)

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

 

45


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Mark N. Polebaum (k)
(age 64)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A

Matthew A. Stowe (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  October 2014   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A
Frank L. Tarantino
(age 72)
 

Independent

Senior Officer

  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel (k)
(age 46)
  Assistant
Secretary and Assistant Clerk
  October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A

Martin J. Wolin (k)

(age 49)

  Chief Compliance Officer   July 2015   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)   N/A
James O. Yost (k)
(age 56)
  Deputy Treasurer   September 1990   Massachusetts Financial Services Company, Senior Vice President   N/A

 

(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

46


Table of Contents

Trustees and Officers – continued

 

Each Trustee (except Ms. Stelmach, Mr. Buller and Ms. Roepke) has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of October 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.

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

 

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

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

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

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Manager  

Matthew Sabel

 

 

47


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2016 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2015 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and

 

48


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2015, 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 1st quintile for each of the one- and five-year periods ended December 31, 2015 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

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

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

 

49


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

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

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

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

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

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including

 

50


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

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

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2016.

 

51


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

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

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

52


Table of Contents

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2016 income tax forms in January 2017. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates $20,186,000 as capital gain dividends paid during the fiscal year.

 

53


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

54


Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

55


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2016

 

LOGO

 

MFS® U.S. GOVERNMENT CASH RESERVE FUND

 

LOGO

 

LMM-ANN

 


Table of Contents

MFS® U.S. GOVERNMENT CASH RESERVE FUND

 

CONTENTS

 

Letter from the Chairman     1   
Portfolio composition     2   
Performance summary     3   
Expense table     5   
Portfolio of investments     7   
Statement of assets and liabilities     9   
Statement of operations     11   
Statements of changes in net assets     12   
Financial highlights     13   
Notes to financial statements     18   
Report of independent registered public accounting firm     26   
Trustees and officers     27   
Board review of investment advisory agreement     32   
Proxy voting policies and information     36   
Quarterly portfolio disclosure     36   
Further information     36   
Information about fund contracts and legal claims     37   
Federal tax information     37   
MFS® privacy notice     38   
Contact information    back cover   

 

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholders:

Despite the unexpected vote by the United Kingdom to leave the European Union, most markets proved resilient, with U.S. shares rallying to record highs during August.

Global interest rates remain very low, with most central banks maintaining extremely accommodative monetary policies to reinvigorate slow-growing economies against a backdrop of low inflation. This environment has favored risky assets such as equities, as investors are forced to accept greater risks in search of acceptable returns in a low-return environment. U.S. investment-grade and high-yield bonds have also benefited from low, and even negative, yields overseas.

China remains a source of concern for investors, as overcapacity in its manufacturing sector inhibits the government’s attempt to

change its domestic economy from one driven by exports to a consumer-driven model. Despite the slow-growth environment, emerging market equities have held up well, withstanding geopolitical shocks like an attempted coup in Turkey and impeachment proceedings against Brazil’s president. The U.S. Federal Reserve’s go-slow approach to rate hikes has also helped.

At MFS®, we believe it is best to view markets through a long lens and not react to short-term swings. That makes it possible to filter out market noise and focus on long-term fundamentals.

In our view, the professional guidance of a financial advisor, along with a patient, long-term approach, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Chairman

MFS Investment Management

October 17, 2016

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure (u)

 

LOGO

 

Composition including fixed
income credit quality (a)(u)
   
A-1+     16.3%   
A-1     82.6%   
A-2     1.4%   
Not Rated     0.0%   
Other Assets Less Liabilities     (0.3)%   
Maturity breakdown (u)  
0 - 7 days     23.2%   
8 - 29 days     30.5%   
30 - 59 days     25.2%   
60 - 89 days     20.3%   
90 - 365 days     1.1%   
Other Assets Less Liabilities     (0.3)%   
 

 

(a) Ratings are assigned to portfolio securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P scale. All ratings are subject to change. The fund is not rated by these agencies.
(u) For purposes of this presentation, accrued interest, where applicable, is included.

From time to time Other Assets Less Liabilities may be negative due to timing of cash receipts.

Percentages are based on net assets as of 8/31/16.

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

 

2


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/16

Total returns as well as the current 7-day yield have been provided for the applicable time periods. Performance results reflect the percentage change in net asset value, including the reinvestment of any dividends and capital gains distributions. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Although the fund seeks to preserve the value of your investment at $1.00 per share, you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

 

     Share Class    Inception    1-Year Total
Return (without
sales charge)
  

Current

7-day yield

    
    A   

  9/07/93

   0.00%    0.00%    
    B   

12/29/86

   0.00%    0.00%    
    C   

  4/01/96

   0.00%    0.00%    
    R1   

  4/01/05

   0.00%    0.00%    
    R2   

  4/01/05

   0.00%    0.00%    
    R3   

  4/01/05

   0.00%    0.00%    
    R4   

  4/01/05

   0.00%    0.00%    
    529A   

  7/31/02

   0.00%    0.00%    
    529B   

  7/31/02

   0.00%    0.00%    
    529C   

  7/31/02

   0.00%    0.00%    
                       1-Year
Total Return
    
    B

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

        (4.00)%    
    C

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

        (1.00)%    
    529B

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

        (4.00)%    
    529C

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

        (1.00)%    

CDSC – Contingent Deferred Sales Charge.

Class R1, R2, R3, R4 and 529A shares do not have a sales charge. Certain Class A shares acquired through an exchange may be subject to a CDSC upon redemption depending on when the shares exchanged were originally purchased.

(v) Assuming redemption at the end of the applicable period.

 

3


Table of Contents

Performance Summary – continued

 

Yields quoted are based on the latest seven days ended as of August 31, 2016, with dividends annualized. The yield quotations more closely reflect the current earnings of the fund than the total return quotations. Shares of the fund can be purchased at net asset value without a sales charge.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

Performance results reflect any applicable expense subsidies, waivers and adjustments in effect during the periods shown. Subsidies and fee waivers may be imposed to enhance a fund’s yield or to avoid a negative yield during periods when the fund’s operating expenses have a significant impact on the fund’s yield due to lower interest rates. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gain distributions.

 

4


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2016 through August 31, 2016

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, 2016 through August 31, 2016.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

5


Table of Contents

Expense Table – continued

 

 

Share
Class
       Annualized
Expense
Ratio
    Beginning
Account Value
3/01/16
    Ending
Account Value
8/31/16
    Expenses
Paid During
Period (p)
3/01/16-8/31/16
 
A   Actual     0.31%        $1,000.00        $1,000.00        $1.56   
  Hypothetical (h)     0.31%        $1,000.00        $1,023.58        $1.58   
B   Actual     0.31%        $1,000.00        $1,000.00        $1.56   
  Hypothetical (h)     0.31%        $1,000.00        $1,023.58        $1.58   
C   Actual     0.31%        $1,000.00        $1,000.00        $1.56   
  Hypothetical (h)     0.31%        $1,000.00        $1,023.58        $1.58   
R1   Actual     0.31%        $1,000.00        $1,000.00        $1.56   
  Hypothetical (h)     0.31%        $1,000.00        $1,023.58        $1.58   
R2   Actual     0.31%        $1,000.00        $1,000.00        $1.56   
  Hypothetical (h)     0.31%        $1,000.00        $1,023.58        $1.58   
R3   Actual     0.31%        $1,000.00        $1,000.00        $1.56   
  Hypothetical (h)     0.31%        $1,000.00        $1,023.58        $1.58   
R4   Actual     0.31%        $1,000.00        $1,000.00        $1.56   
  Hypothetical (h)     0.31%        $1,000.00        $1,023.58        $1.58   
529A   Actual     0.31%        $1,000.00        $1,000.00        $1.56   
  Hypothetical (h)     0.31%        $1,000.00        $1,023.58        $1.58   
529B   Actual     0.31%        $1,000.00        $1,000.00        $1.56   
  Hypothetical (h)     0.31%        $1,000.00        $1,023.58        $1.58   
529C   Actual     0.31%        $1,000.00        $1,000.00        $1.56   
  Hypothetical (h)     0.31%        $1,000.00        $1,023.58        $1.58   

 

(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

As more fully disclosed in footnote 3 to the financial statements, the expense ratios reported above include additional expense reductions to avoid a negative yield.

 

6


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/16

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

 

U.S. Government Agencies and Equivalents (y) - 98.9%           
Issuer    Shares/Par     Value ($)  
Fannie Mae, 0.245%, due 10/05/16    $ 4,000,000      $ 3,999,074   
Fannie Mae, 0.25%, due 10/19/16      2,600,000        2,599,133   
Fannie Mae, 0.31%, due 11/02/16      2,500,000        2,498,665   
Federal Farm Credit Bank, 0.26%, due 9/23/16      7,300,000        7,298,840   
Federal Farm Credit Bank, 0.26%, due 10/03/16      6,110,000        6,108,588   
Federal Home Loan Bank, 0.27%, due 9/01/16      10,653,000        10,653,000   
Federal Home Loan Bank, 0.315%, due 9/01/16      12,700,000        12,700,000   
Federal Home Loan Bank, 0.265%, due 9/02/16      13,350,000        13,349,901   
Federal Home Loan Bank, 0.32%, due 9/02/16      1,515,000        1,514,987   
Federal Home Loan Bank, 0.34%, due 9/07/16      20,890,000        20,888,817   
Federal Home Loan Bank, 0.29%, due 9/09/16      1,350,000        1,349,913   
Federal Home Loan Bank, 0.344%, due 9/09/16      705,000        704,946   
Federal Home Loan Bank, 0.39%, due 9/09/16      6,000,000        5,999,480   
Federal Home Loan Bank, 0.28%, due 9/13/16      1,540,000        1,539,856   
Federal Home Loan Bank, 0.41%, due 9/14/16      4,100,000        4,099,393   
Federal Home Loan Bank, 0.325%, due 9/16/16      8,542,000        8,540,843   
Federal Home Loan Bank, 0.35%, due 9/19/16      8,338,000        8,336,541   
Federal Home Loan Bank, 0.28%, due 9/20/16      5,124,000        5,123,243   
Federal Home Loan Bank, 0.265%, due 9/22/16      11,120,000        11,118,281   
Federal Home Loan Bank, 0.285%, due 9/27/16      10,769,000        10,766,783   
Federal Home Loan Bank, 0.294%, due 9/28/16      11,066,000        11,063,560   
Federal Home Loan Bank, 0.295%, due 10/03/16      1,400,000        1,399,633   
Federal Home Loan Bank, 0.27%, due 10/05/16      2,870,000        2,869,268   
Federal Home Loan Bank, 0.365%, due 10/05/16      5,388,000        5,386,143   
Federal Home Loan Bank, 0.305%, due 10/06/16      6,332,000        6,330,122   
Federal Home Loan Bank, 0.275%, due 10/07/16      9,825,000        9,822,298   
Federal Home Loan Bank, 0.29%, due 10/07/16      8,100,000        8,097,651   
Federal Home Loan Bank, 0.34%, due 10/07/16      1,800,000        1,799,388   
Federal Home Loan Bank, 0.295%, due 10/11/16      1,400,000        1,399,541   
Federal Home Loan Bank, 0.295%, due 10/12/16      9,438,000        9,434,829   
Federal Home Loan Bank, 0.28%, due 10/13/16      4,550,000        4,548,514   
Federal Home Loan Bank, 0.31%, due 10/28/16      4,258,000        4,255,910   
Federal Home Loan Bank, 0.33%, due 11/02/16      9,212,000        9,206,765   
Federal Home Loan Bank, 0.335%, due 11/14/16      9,925,000        9,918,166   
Freddie Mac, 0.24%, due 9/06/16      3,618,000        3,617,879   
Freddie Mac, 0.25%, due 9/08/16      2,047,000        2,046,900   
Freddie Mac, 0.24%, due 9/12/16      2,562,000        2,561,812   
Freddie Mac, 0.25%, due 9/12/16      1,503,000        1,502,885   
Freddie Mac, 0.26%, due 9/22/16      12,519,000        12,517,101   
Freddie Mac, 0.32%, due 11/08/16      12,800,000        12,792,263   

 

7


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
U.S. Government Agencies and Equivalents (y) - continued           
U.S. Treasury Bill, 0.23%, due 9/08/16    $ 3,998,000      $ 3,997,821   
U.S. Treasury Bill, 0.22%, due 9/29/16      3,445,000        3,444,411   
U.S. Treasury Bill, 0.245%, due 10/20/16      1,750,000        1,749,416   
U.S. Treasury Bill, 0.258%, due 10/27/16      9,298,000        9,294,276   
U.S. Treasury Bill, 0.295%, due 11/10/16      7,185,000        7,180,879   
U.S. Treasury Bill, 0.285%, due 11/17/16      12,682,000        12,674,269   
U.S. Treasury Bill, 0.305%, due 11/25/16      9,392,000        9,385,236   
U.S. Treasury Bill, 0.27%, due 12/08/16      2,350,000        2,348,273   
U.S. Treasury Bill, 0.38%, due 1/26/17      1,033,000        1,031,397   
Total U.S. Government Agencies and Equivalents, at Amortized Cost and Value            $ 310,866,890   
Repurchase Agreements - 1.4%                 
Goldman Sachs Repurchase Agreement, 0.30%, dated 8/31/16, due 9/01/16, total to be received $4,307,036 (secured by U.S. Federal Agency obligations valued at $4,393,216 in a jointly traded account), at Cost and Value    $ 4,307,000      $ 4,307,000   
Total Investments, at Amortized Cost and Value            $ 315,173,890   
Other Assets, Less Liabilities - (0.3)%        (832,342
Net Assets - 100.0%      $ 314,341,548   

 

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

See Notes to Financial Statements

 

8


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/16

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

 

Assets         

Investments, at amortized cost and value

     $315,173,890   

Cash

     273   

Receivables for

  

Fund shares sold

     181,991   

Interest

     36   

Other assets

     467   

Total assets

     $315,356,657   
Liabilities         

Payable for fund shares reacquired

     $780,571   

Payable to affiliates

  

Investment adviser

     48,876   

Shareholder servicing costs

     95,481   

Payable for independent Trustees’ compensation

     8,017   

Accrued expenses and other liabilities

     82,164   

Total liabilities

     $1,015,109   

Net assets

     $314,341,548   
Net assets consist of         

Paid-in capital

     $314,534,982   

Accumulated net realized gain (loss) on investments

     (184,390

Accumulated net investment loss

     (9,044

Net assets

     $314,341,548   

Shares of beneficial interest outstanding

     314,571,551   

 

9


Table of Contents

Statement of Assets and Liabilities – continued

 

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Class A

     $120,739,815         120,826,063         $1.00   

Class B

     18,095,579         18,111,352         1.00   

Class C

     48,749,258         48,783,817         1.00   

Class R1

     14,569,187         14,579,936         1.00   

Class R2

     51,536,612         51,574,639         1.00   

Class R3

     37,649,525         37,678,223         1.00   

Class R4

     3,077,435         3,079,689         1.00   

Class 529A

     12,840,615         12,849,372         1.00   

Class 529B

     355,361         355,683         1.00   

Class 529C

     6,728,161         6,732,777         1.00   

A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes R1, R2, R3, R4, and 529A.

See Notes to Financial Statements

 

10


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/16

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         

Interest income

     $741,666   

Expenses

  

Management fee

     $1,277,874   

Distribution and service fees

     1,588,653   

Shareholder servicing costs

     522,440   

Program manager fees

     18,700   

Administrative services fee

     59,874   

Independent Trustees’ compensation

     11,480   

Custodian fee

     27,565   

Shareholder communications

     21,438   

Audit and tax fees

     35,713   

Legal fees

     3,759   

Miscellaneous

     134,935   

Total expenses

     $3,702,431   

Fees paid indirectly

     (5

Reduction of expenses by investment adviser and distributor

     (2,960,760

Net expenses

     $741,666   

Net investment income

     $0   

Change in net assets from operations

     $0   

See Notes to Financial Statements

 

11


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Years ended 8/31  
     2016      2015  
Change in net assets              
From operations                  

Net investment income

     $0         $0   

Net realized gain (loss) on investments

     0         2   

Change in net assets from operations

     $0         $2   

Change in net assets from fund share transactions

     $(2,111,675      $(25,712,680

Total change in net assets

     $(2,111,675      $(25,712,678
Net assets                  

At beginning of period

     316,453,223         342,165,901   

At end of period (including accumulated net investment loss of $9,044 and $9,614, respectively)

     $314,341,548         $316,453,223   

See Notes to Financial Statements

 

12


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A    Years ended 8/31  
     2016      2015     2014     2013     2012  

Net asset value, beginning of period

     $1.00         $1.00        $1.00        $1.00        $1.00   
Income (loss) from investment operations                                    

Net investment income (d)

     $0.00         $0.00        $0.00        $0.00        $0.00   

Net realized and unrealized gain (loss)
on investments

             0.00 (w)      0.00 (w)               

Total from investment operations

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

Net asset value, end of period

     $1.00         $1.00        $1.00        $1.00        $1.00   

Total return (%) (r)(t)

     0.00         0.00 (w)      0.00 (w)      0.00        0.00   
Ratios (%) (to average net assets)
and Supplemental data:
                                    

Expenses before expense reductions (f)

     0.91         0.92        0.90        0.93        0.93   

Expenses after expense reductions (f)

     0.23         0.07        0.09        0.15        0.13   

Net investment income

     0.00         0.00        0.00        0.00        0.00   

Net assets at end of period (000 omitted)

     $120,740         $122,085        $124,550        $145,062        $126,283   
Class B    Years ended 8/31  
     2016      2015     2014     2013     2012  

Net asset value, beginning of period

     $1.00         $1.00        $1.00        $1.00        $1.00   
Income (loss) from investment operations                                    

Net investment income (d)

     $0.00         $0.00        $0.00        $0.00        $0.00   

Net realized and unrealized gain (loss)
on investments

             0.00 (w)      0.00 (w)               

Total from investment operations

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

Net asset value, end of period

     $1.00         $1.00        $1.00        $1.00        $1.00   

Total return (%) (r)(t)

     0.00         0.00 (w)      0.00 (w)      0.00        0.00   
Ratios (%) (to average net assets)
and Supplemental data:
                                    

Expenses before expense reductions (f)

     1.66         1.67        1.65        1.68        1.68   

Expenses after expense reductions (f)

     0.23         0.07        0.10        0.15        0.12   

Net investment income

     0.00         0.00        0.00        0.00        0.00   

Net assets at end of period (000 omitted)

     $18,096         $18,831        $22,982        $30,833        $35,098   

See Notes to Financial Statements

 

13


Table of Contents

Financial Highlights – continued

 

Class C    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $1.00        $1.00        $1.00        $1.00        $1.00   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.00        $0.00        $0.00        $0.00        $0.00   

Net realized and unrealized gain (loss)
on investments

            0.00 (w)      0.00 (w)               

Total from investment operations

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

Net asset value, end of period

     $1.00        $1.00        $1.00        $1.00        $1.00   

Total return (%) (r)(t)

     0.00        0.00 (w)      0.00 (w)      0.00        0.00   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.66        1.67        1.65        1.68        1.68   

Expenses after expense reductions (f)

     0.24        0.07        0.10        0.15        0.13   

Net investment income

     0.00        0.00        0.00        0.00        0.00   

Net assets at end of period (000 omitted)

     $48,749        $42,522        $45,662        $58,363        $49,851   
Class R1    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $1.00        $1.00        $1.00        $1.00        $1.00   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.00        $0.00        $0.00        $0.00        $0.00   

Net realized and unrealized gain (loss)
on investments

            0.00 (w)      0.00 (w)               

Total from investment operations

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

Net asset value, end of period

     $1.00        $1.00        $1.00        $1.00        $1.00   

Total return (%) (r)

     0.00        0.00 (w)      0.00 (w)      0.00        0.00   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.66        1.67        1.65        1.68        1.68   

Expenses after expense reductions (f)

     0.23        0.07        0.09        0.15        0.13   

Net investment income

     0.00        0.00        0.00        0.00        0.00   

Net assets at end of period (000 omitted)

     $14,569        $14,363        $16,819        $21,080        $24,361   

See Notes to Financial Statements

 

14


Table of Contents

Financial Highlights – continued

 

Class R2    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $1.00        $1.00        $1.00        $1.00        $1.00   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.00        $0.00        $0.00        $0.00        $0.00   

Net realized and unrealized gain (loss)
on investments

            0.00 (w)      0.00 (w)               

Total from investment operations

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

Net asset value, end of period

     $1.00        $1.00        $1.00        $1.00        $1.00   

Total return (%) (r)

     0.00        0.00 (w)      0.00 (w)      0.00        (0.00
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.16        1.17        1.15        1.18        1.18   

Expenses after expense reductions (f)

     0.23        0.07        0.09        0.15        0.13   

Net investment income

     0.00        0.00        0.00        0.00        0.00   

Net assets at end of period (000 omitted)

     $51,537        $53,058        $57,634        $74,406        $83,723   
Class R3    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $1.00        $1.00        $1.00        $1.00        $1.00   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.00        $0.00        $0.00        $0.00        $0.00   

Net realized and unrealized gain (loss)
on investments

            0.00 (w)      0.00 (w)               

Total from investment operations

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

Net asset value, end of period

     $1.00        $1.00        $1.00        $1.00        $1.00   

Total return (%) (r)

     0.00        0.00 (w)      0.00 (w)      0.00        0.00   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     0.91        0.92        0.90        0.93        0.93   

Expenses after expense reductions (f)

     0.23        0.07        0.09        0.15        0.13   

Net investment income

     0.00        0.00        0.00        0.00        0.00   

Net assets at end of period (000 omitted)

     $37,650        $44,872        $53,916        $64,925        $79,029   

See Notes to Financial Statements

 

15


Table of Contents

Financial Highlights – continued

 

Class R4    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $1.00        $1.00        $1.00        $1.00        $1.00   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.00        $0.00        $0.00        $0.00        $0.00   

Net realized and unrealized gain (loss)
on investments

            0.00 (w)      0.00 (w)               

Total from investment operations

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

Net asset value, end of period

     $1.00        $1.00        $1.00        $1.00        $1.00   

Total return (%) (r)

     0.00        0.00 (w)      0.00 (w)      0.00        0.00   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     0.66        0.67        0.65        0.68        0.69   

Expenses after expense reductions (f)

     0.23        0.07        0.09        0.15        0.12   

Net investment income

     0.00        0.00        0.00        0.00        0.00   

Net assets at end of period (000 omitted)

     $3,077        $3,034        $2,907        $820        $810   
Class 529A    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $1.00        $1.00        $1.00        $1.00        $1.00   
Income (loss) from investment operations                                   

Net investment income (d)

     $0.00        $0.00        $0.00        $0.00        $0.00   

Net realized and unrealized gain (loss)
on investments

            0.00 (w)      0.00 (w)               

Total from investment operations

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

Net asset value, end of period

     $1.00        $1.00        $1.00        $1.00        $1.00   

Total return (%) (r)

     0.00        0.00 (w)      0.00 (w)      0.00        0.00   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.00        1.02        1.00        1.03        1.03   

Expenses after expense reductions (f)

     0.23        0.07        0.09        0.15        0.13   

Net investment income

     0.00        0.00        0.00        0.00        0.00   

Net assets at end of period (000 omitted)

     $12,841        $11,383        $10,927        $10,897        $10,330   

See Notes to Financial Statements

 

16


Table of Contents

Financial Highlights – continued

 

Class 529B    Years ended 8/31  
     2016     2015     2014     2013      2012  

Net asset value, beginning of period

     $1.00        $1.00        $1.00        $1.00         $1.00   
Income (loss) from investment operations                                    

Net investment income (d)

     $0.00        $0.00        $0.00        $0.00         $0.00   

Net realized and unrealized gain (loss)
on investments

            0.00 (w)      0.00 (w)                

Total from investment operations

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

Net asset value, end of period

     $1.00        $1.00        $1.00        $1.00         $1.00   

Total return (%) (r)(t)

     0.00        0.00 (w)      0.00 (w)      0.00         0.00   
Ratios (%) (to average net assets)
and Supplemental data:
                                    

Expenses before expense reductions (f)

     1.76        1.77        1.75        1.78         1.78   

Expenses after expense reductions (f)

     0.22        0.07        0.10        0.15         0.12   

Net investment income

     0.00        0.00        0.00        0.00         0.00   

Net assets at end of period (000 omitted)

     $355        $440        $531        $676         $665   
Class 529C    Years ended 8/31  
     2016     2015     2014     2013      2012  

Net asset value, beginning of period

     $1.00        $1.00        $1.00        $1.00         $1.00   
Income (loss) from investment operations                                    

Net investment income (d)

     $0.00        $0.00        $0.00        $0.00         $0.00   

Net realized and unrealized gain (loss)
on investments

            0.00 (w)      0.00 (w)                 

Total from investment operations

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

Net asset value, end of period

     $1.00        $1.00        $1.00        $1.00         $1.00   

Total return (%) (r)(t)

     0.00        0.00 (w)      0.00 (w)      0.00         0.00   
Ratios (%) (to average net assets)
and Supplemental data:
                                    

Expenses before expense reductions (f)

     1.76        1.77        1.75        1.78         1.78   

Expenses after expense reductions (f)

     0.24        0.07        0.09        0.15         0.13   

Net investment income

     0.00        0.00        0.00        0.00         0.00   

Net assets at end of period (000 omitted)

     $6,728        $5,866        $6,240        $6,072         $5,020   

 

(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(r) Certain expenses have been reduced without which performance would have been lower.
(t) Total returns do not include any applicable sales charges.
(w) Per share amount was less than $0.01 and total return or ratio was less than 0.01%, as applicable.

See Notes to Financial Statements

 

17


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

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

Investment Valuations – Pursuant to procedures approved by the Board of Trustees, investments held by the fund are generally valued at amortized cost, which approximates market value. Amortized cost involves valuing an instrument at its cost as adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized cost value of an instrument can be different from the market value of an instrument.

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

 

18


Table of Contents

Notes to Financial Statements – continued

 

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, 2016 in valuing the fund’s assets or liabilities:

 

Investments at Value    Level 1      Level 2      Level 3      Total  
Short-Term Securities      $—         $315,173,890         $—         $315,173,890   

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

Repurchase Agreements – The fund enters into repurchase agreements under the terms of Master Repurchase Agreements with approved counterparties. Each repurchase agreement is recorded at cost. The fund requires that the securities collateral in a repurchase transaction be transferred to a custodian. The fund monitors, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the fund under each such repurchase agreement. Upon an event of default under a Master Repurchase Agreement, the non-defaulting party may close out all transactions traded under such agreement and net amounts owed under each transaction to one net amount payable by one party to the other. Absent an event of default, the Master Repurchase Agreement does not result in an offset of reported amounts of assets and liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund and other funds managed by MFS may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. At period end, the fund had investments in repurchase agreements with a gross value of $4,307,000 included in “Investments” in the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at period end.

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

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.

Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended August 31, 2016, is shown as a reduction of total expenses in the Statement of Operations.

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

 

19


Table of Contents

Notes to Financial Statements – continued

 

and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

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

During the year ended August 31, 2016, there were no significant adjustments due to differences between book and tax accounting.

The fund declared no distributions for the years ended August 31, 2016 and August 31, 2015.

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

 

As of 8/31/16       
Cost of investments      $315,173,890   
Capital loss carryforwards      (184,390
Late year ordinary loss deferral      (1,050
Other temporary differences      (7,994

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after August 31, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.

As of August 31, 2016, the fund had capital loss carryforwards available to offset future realized gains. Such pre-enactment losses expire as follows:

 

8/31/17      $(184,390

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class.

 

20


Table of Contents

Notes to Financial Statements – continued

 

Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after purchase.

(3) Transactions with Affiliates

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

During the year ended August 31, 2016, MFS voluntarily waived receipt of $1,150,648 of the fund’s management fee in order to avoid a negative yield, which is included in the reduction of total expenses in the Statement of Operations. MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2016, this management fee reduction amounted to $22,944, which is included in the reduction of total expenses in the Statement of Operations. For the year ended August 31, 2016, these waivers had the effect of reducing the management fee by 0.37% of average daily net assets on an annualized basis. The management fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.03% of the fund’s average daily net assets.

In order to avoid a negative yield for the year ended August 31, 2016, MFS voluntarily agreed to reduce certain other expenses in the amount of $179,815, which is included in the reduction of total expenses in the Statement of Operations.

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

The fund’s distribution plan provides that the fund will pay MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, 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%         0.00%         $313,045   
Class B      0.75%         0.25%         1.00%         0.00%         203,775   
Class C      0.75%         0.25%         1.00%         0.00%         474,945   
Class R1      0.75%         0.25%         1.00%         0.00%         141,435   
Class R2      0.25%         0.25%         0.50%         0.00%         262,336   
Class R3              0.25%         0.25%         0.00%         95,127   
Class 529A              0.25%         0.25%         0.00%         29,671   
Class 529B      0.75%         0.25%         1.00%         0.00%         4,493   
Class 529C      0.75%         0.25%         1.00%         0.00%         63,826   
Total Distribution and Service Fees         $1,588,653   

 

21


Table of Contents

Notes to Financial Statements – 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’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2016 based on each class’s average daily net assets. MFD has agreed in writing to waive the Class A and Class 529A service fee. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue until at least December 31, 2017. These reductions, for the year ended August 31, 2016, for Class A and Class 529A amounted to $313,045 and $29,671, respectively, and are included in the reduction of total expenses in the Statement of Operations. During the year ended August 31, 2016, MFD also voluntarily waived a receipt of $1,245,937 of the fund’s distribution and service fees to ensure the fund avoids a negative yield for Class B, Class C, Class R1, Class R2, Class R3, Class 529B, and Class 529C shares. This amount is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares acquired through an exchange may be subject to a contingent deferred sales charge (CDSC) upon redemption depending on when the shares exchanged were originally purchased. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2016, were as follows:

 

     Amount  
Class A      $988   
Class B      79,111   
Class C      12,516   
Class 529B      281   
Class 529C      407   

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets for each 529 share class. This waiver agreement will expire on December 31, 2017, unless MFD elects to extend the waiver. For the year ended August 31, 2016, this waiver amounted to $9,350, and is included in the reduction of total expenses in the Statement of Operations. In addition, MFS voluntarily waived receipt of $9,350 of the fund’s program manager fees in order to avoid a negative yield for Class 529A, Class 529B, and Class 529C shares. This amount, for the year ended August 31, 2016, is included in the reduction of total expenses in the Statement of Operations. This voluntary waiver had the effect of reducing the program manager fee by 0.05% of average daily net assets attributable to Class 529A, Class 529B, and Class 529C shares on an annualized basis. The program manager fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.00% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and

 

22


Table of Contents

Notes to Financial Statements – continued

 

account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the year ended August 31, 2016, were as follows:

 

     Fee      Waiver  
Class 529A      $11,867         $11,867   
Class 529B      449         449   
Class 529C      6,384         6,384   
Total Program Manager Fees and Waivers      $18,700         $18,700   

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2016, the fee was $182,481, which equated to 0.0571% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. For the year ended August 31, 2016, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $339,959.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.0187% of the fund’s average daily net assets.

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

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $1,196 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2016. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $7,994 at August 31, 2016, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an

 

23


Table of Contents

Notes to Financial Statements – continued

 

Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2016, the fee paid by the fund under this agreement was $840 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

On September 9, 2015, MFS redeemed 48, 125, 134, 40 and 18 shares each, of Class B, Class R3, Class R4, Class 529A and Class 529C respectively for the aggregate amount of $365. At August 31, 2016, MFS held approximately 84% of the outstanding shares of Class R4.

(4) Shares of Beneficial Interest

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

 

     Year ended
8/31/16
     Year ended
8/31/15
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     61,984,342         $61,984,346         55,042,333         $55,042,338   

Class B

     15,009,346         15,009,346         10,732,142         10,732,143   

Class C

     45,857,815         45,857,814         29,557,580         29,557,580   

Class R1

     5,028,966         5,028,966         5,049,453         5,049,453   

Class R2

     16,235,866         16,235,866         16,809,554         16,809,552   

Class R3

     15,034,388         15,034,388         14,573,386         14,573,387   

Class R4

     253,380         253,379         387,453         387,453   

Class 529A

     7,049,714         7,049,715         4,984,710         4,984,710   

Class 529B

     269,487         269,487         225,018         225,018   

Class 529C

     4,478,950         4,478,949         2,747,481         2,747,481   
     171,202,254         $171,202,256         140,109,110         $140,109,115   
Shares reacquired            

Class A

     (63,330,188      $(63,330,188      (57,491,363      $(57,491,364

Class B

     (15,744,830      (15,744,833      (14,914,029      (14,914,033

Class C

     (39,626,535      (39,626,535      (32,696,325      (32,696,325

Class R1

     (4,822,357      (4,822,357      (7,504,462      (7,504,462

Class R2

     (17,757,982      (17,757,982      (21,383,600      (21,383,600

Class R3

     (22,261,502      (22,261,502      (23,614,789      (23,614,789

Class R4

     (209,426      (209,426      (260,421      (260,421

Class 529A

     (5,591,127      (5,591,127      (4,522,264      (4,522,264

Class 529B

     (353,733      (353,733      (316,097      (316,098

Class 529C

     (3,616,248      (3,616,248      (3,118,439      (3,118,439
     (173,313,928      $(173,313,931      (165,821,789      $(165,821,795

 

24


Table of Contents

Notes to Financial Statements – continued

 

     Year ended
8/31/16
     Year ended
8/31/15
 
     Shares      Amount      Shares      Amount  
Net change            

Class A

     (1,345,846      $(1,345,842      (2,449,030      $(2,449,026

Class B

     (735,484      (735,487      (4,181,887      (4,181,890

Class C

     6,231,280         6,231,279         (3,138,745      (3,138,745

Class R1

     206,609         206,609         (2,455,009      (2,455,009

Class R2

     (1,522,116      (1,522,116      (4,574,046      (4,574,048

Class R3

     (7,227,114      (7,227,114      (9,041,403      (9,041,402

Class R4

     43,954         43,953         127,032         127,032   

Class 529A

     1,458,587         1,458,588         462,446         462,446   

Class 529B

     (84,246      (84,246      (91,079      (91,080

Class 529C

     862,702         862,701         (370,958      (370,958
     (2,111,674      $(2,111,675      (25,712,679      $(25,712,680

(5) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2016, the fund’s commitment fee and interest expense were $1,432 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

25


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust I and the Shareholders of MFS U.S. Government Cash Reserve Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS U.S. Government Cash Reserve Fund (one of the series of MFS Series Trust I) (the “Fund”) as of August 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2016, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS U.S. Government Cash Reserve Fund as of August 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 17, 2016

 

26


Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2016, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 52)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director   N/A

Robin A. Stelmach (k)

(age 55)

  Trustee and
President
  January 2014  

Massachusetts Financial

Services Company,

Executive Vice President and Chief Operating Officer

  N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 74)
  Trustee and Chair of Trustees   January 2004   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman

Steven E. Buller

(age 65)

  Trustee   February 2014   Chairman, Financial Accounting Standards Advisory Council (until 2015); Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A
Robert E. Butler
(age 74)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A

 

27


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Maureen R. Goldfarb

(age 61)

  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 75)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman (until 2014)   Texas Donuts, Vice Chairman (until 2010)
Michael Hegarty
(age 71)
  Trustee   December 2004   Private investor   Rouse Properties Inc., Director; Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 61)

  Trustee   January 2009   Private investor   N/A

Maryanne L. Roepke

(age 60)

  Trustee   May 2014   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 59)
  Trustee   March 2005   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Robert W. Uek
(age 75)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS
Christopher R. Bohane (k)
(age 42)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

Kino Clark (k)

(age 48)

 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A

Kristin V. Collins (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  September 2015   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

 

28


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Thomas H. Connors (k)

(age 57)

 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

  N/A
Ethan D. Corey (k)
(age 52)
  Assistant
Secretary and Assistant Clerk
  July 2005  

Massachusetts Financial Services Company,

Senior Vice President and Associate General Counsel

  N/A
David L. DiLorenzo (k)
(age 48)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A

Brian E. Langenfeld (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Susan A. Pereira (k)
(age 45)
  Assistant Secretary and Assistant Clerk   July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kasey L. Phillips (k)

(age 45)

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

 

29


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Mark N. Polebaum (k)
(age 64)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A

Matthew A. Stowe (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  October 2014   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A
Frank L. Tarantino
(age 72)
 

Independent

Senior Officer

  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel (k)
(age 46)
  Assistant
Secretary and Assistant Clerk
  October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A

Martin J. Wolin (k)

(age 49)

  Chief Compliance Officer   July 2015   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)   N/A
James O. Yost (k)
(age 56)
  Deputy Treasurer   September 1990   Massachusetts Financial Services Company, Senior Vice President   N/A

 

(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

30


Table of Contents

Trustees and Officers – continued

 

Each Trustee (except Ms. Stelmach, Mr. Buller and Ms. Roepke) has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of October 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.

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

 

 

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

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

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

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager  
Edward O’Dette  

 

31


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2016 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2015 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and

 

32


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2015, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 4th quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 4th quintile for each of the one- and five-year periods ended December 31, 2015 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. In addition, the Trustees noted the market conditions affecting all money market funds, in particular the low interest rate environment, and MFS’ voluntary waiver of its fees to ensure that the Fund avoids a negative yield. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that MFS Fund Distributors, Inc. (“MFD”), an affiliate of MFS, currently observes a Class A 12b-1 fee waiver, which may not be changed without the Trustees’ approval. The Trustees also considered that, according

 

33


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was lower than the Broadridge expense group median, and the Fund’s total expense ratio was approximately at the Broadridge expense group median.

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

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is not subject to any breakpoints. Taking into account that the Fund’s effective advisory fee rate was lower than the Broadridge expense group median described above, the Trustees determined not to recommend any advisory fee breakpoints for the Fund at this time. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the group fee waiver was sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

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

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

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

 

34


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

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

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

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2016.

 

35


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

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

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

36


Table of Contents

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2016 income tax forms in January 2017.

 

37


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

38


Table of Contents
Page 2  

 


 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

39


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents

ANNUAL REPORT

August 31, 2016

 

LOGO

 

MFS® VALUE FUND

 

LOGO

 

EIF-ANN

 


Table of Contents

MFS® VALUE FUND

 

CONTENTS

 

Letter from the Chairman     1   
Portfolio composition     2   
Management review     3   
Performance summary     5   
Expense table     8   
Portfolio of investments     10   
Statement of assets and liabilities     15   
Statement of operations     17   
Statements of changes in net assets     18   
Financial highlights     19   
Notes to financial statements     31   
Report of independent registered public accounting firm     43   
Trustees and officers     44   
Board review of investment advisory agreement     49   
Proxy voting policies and information     53   
Quarterly portfolio disclosure     53   
Further information     53   
Information about fund contracts and legal claims     54   
Federal tax information     54   
MFS® privacy notice     55   
Contact information    back cover   

 

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholders:

Despite the unexpected vote by the United Kingdom to leave the European Union, most markets proved resilient, with U.S. shares rallying to record highs during August.

Global interest rates remain very low, with most central banks maintaining extremely accommodative monetary policies to reinvigorate slow-growing economies against a backdrop of low inflation. This environment has favored risky assets such as equities, as investors are forced to accept greater risks in search of acceptable returns in a low-return environment. U.S. investment-grade and high-yield bonds have also benefited from low, and even negative, yields overseas.

China remains a source of concern for investors, as overcapacity in its manufacturing sector inhibits the government’s attempt to

change its domestic economy from one driven by exports to a consumer-driven model. Despite the slow-growth environment, emerging market equities have held up well, withstanding geopolitical shocks like an attempted coup in Turkey and impeachment proceedings against Brazil’s president. The U.S. Federal Reserve’s go-slow approach to rate hikes has also helped.

At MFS®, we believe it is best to view markets through a long lens and not react to short-term swings. That makes it possible to filter out market noise and focus on long-term fundamentals.

In our view, the professional guidance of a financial advisor, along with a patient, long-term approach, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Chairman

MFS Investment Management

October 17, 2016

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
JPMorgan Chase & Co.     4.4%   
Johnson & Johnson     3.6%   
Philip Morris International, Inc.     3.3%   
Wells Fargo & Co.     2.8%   
Accenture PLC, “A”     2.6%   
Pfizer, Inc.     2.3%   
Medtronic PLC     2.3%   
3M Co.     2.1%   
Honeywell International, Inc.     2.0%   
Travelers Cos., Inc.     2.0%   
Equity sectors  
Financial Services     26.5%   
Health Care     16.2%   
Industrial Goods & Services     11.1%   
Consumer Staples     10.6%   
Basic Materials     5.7%   
Energy     5.3%   
Leisure     4.9%   
Special Products & Services     4.7%   
Technology     3.2%   
Utilities & Communications     2.7%   
Autos & Housing     2.6%   
Retailing     2.6%   
Transportation     2.6%   
 

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

Percentages are based on net assets as of 8/31/16.

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

 

2


Table of Contents

MANAGEMENT REVIEW

Summary of results

For the twelve months ended August 31, 2016, Class A shares of the MFS Value Fund (“fund”) provided a total return of 13.55%, at net asset value. This compares with a return of 12.92% for the fund’s benchmark, the Russell 1000® Value Index.

Market Environment

Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. The US Federal Reserve began its long-anticipated monetary tightening cycle in the middle of the period, but the tightening cycle has proved to be more gradual than initially anticipated. Globally, central bank policy remained highly accommodative, which forced many government, and even some corporate, bond yields into negative territory. Near the end of the period, the United Kingdom voted to leave the European Union (“EU”), beginning a multi-year process of negotiation in order to achieve “Brexit”. While markets initially reacted to the vote with alarm, the spillover to European and EM was relatively short-lived (although risks of further hits to EU cohesiveness could re-emerge).

During the second half of the reporting period, US earnings headwinds expanded beyond the energy, materials and industrial sectors, to include most sectors of the market. The sharp rise in the US dollar also weighed on earnings early in the period, though dollar strength ebbed somewhat late in the period. US consumer spending held up well during the second half of the period amid a modest increase in real wages and falling gasoline prices. Demand for autos reached near-record territory before receding modestly late in the period, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many EM countries. That said, EM countries began to show signs of a modest upturn in activity along with adjustment in their external accounts. These improved conditions appeared to have reassured investors and contributed to record inflows into the asset class during July and August as negative yields for an increasing share of developed market bonds drove yield-hungry investors further out on the risk spectrum. Similar investor inflows were experienced in the high grade and high yield corporate markets.

Contributors to Performance

The combination of an overweight position and positive stock selection in the consumer staples sector contributed to performance relative to the Russell 1000® Value Index. The fund’s overweight position in tobacco company Philip Morris International and holdings of branded food company General Mills (b) benefited relative results. Shares appreciated in Philip Morris after the company posted strong earnings results throughout the reporting period, driven by better volumes and strong global pricing trends.

Favorable stock selection and an underweight position in the energy sector also strengthened relative performance. However, there were no individual securities within this sector that were among the fund’s top relative contributors during the reporting period.

Stocks in other sectors that aided relative performance included the fund’s holdings of semiconductor company Texas Instruments (b), management consulting firm

 

3


Table of Contents

Management Review – continued

 

Accenture (b), diversified technology company 3M (b) and global marketing and communications company Omnicom Group (b). Shares of Texas Instruments supported relative returns as revenue came in above market expectations driven primarily by strength in the company’s Automotive, Industrial and Communication Equipment segments. Shares of Accenture also appreciated following strong results in its consulting division. Not holding shares of weak-performing natural gas pipelines operator Kinder Morgan and financial services firm Bank of America, an underweight position in diversified financial services firm Citigroup, and the fund’s overweight position in telecommunications company Verizon Communications, also aided relative performance.

Detractors from Performance

An underweight position in the strong-performing technology sector was a primary detractor from relative performance. Not owning shares of semiconductor company Intel hurt relative performance as shares of the company rose due to better-than-anticipated PC demand and the design win over Qualcomm for its baseband modem in the iPhone 7.

Elsewhere, not holding a position in diversified industrial conglomerate General Electric, and overweight positions in integrated pharmacy health care provider CVS Health, insurance company MetLife, pharmacy benefits management and clinic healthcare account administration services company Express Scripts, financial services firm Goldman Sachs and investment management firm Franklin Resources, held back relative performance. Shares of General Electric appreciated after the company reported better-than-expected earnings results throughout the period. An underweight position in telecommunication services provider AT&T (h) and consumer goods company Procter & Gamble also hurt relative results.

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

Respectfully,

 

Nevin Chitkara      Steven Gorham
Portfolio Manager      Portfolio Manager

 

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

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

 

4


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/16

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

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

Growth of a Hypothetical $10,000 Investment

 

LOGO

 

5


Table of Contents

Performance Summary – continued

 

Total Returns through 8/31/16

Average annual without sales charge

 

     Share Class    Class Inception Date    1-yr    5-yr    10-yr     
    A    1/02/96    13.55%    14.51%    7.33%    
    B    11/04/97    12.68%    13.65%    6.55%    
    C    11/05/97    12.69%    13.64%    6.55%    
    I    1/02/97    13.83%    14.79%    7.62%    
    R1    4/01/05    12.69%    13.65%    6.54%    
    R2    10/31/03    13.27%    14.22%    7.06%    
    R3    4/01/05    13.54%    14.50%    7.33%    
    R4    4/01/05    13.80%    14.79%    7.60%    
    R6 (formerly Class R5)    5/01/06    13.93%    14.90%    7.62%    
    529A    7/31/02    13.55%    14.50%    7.24%    
    529B    7/31/02    12.70%    13.70%    6.49%    
    529C    7/31/02    12.67%    13.60%    6.45%    
Comparative benchmark                   
     Russell 1000® Value Index (f)    12.92%    14.39%    6.08%     
Average annual with sales charge                   
    A

With Initial Sales Charge (5.75%)

   7.02%    13.16%    6.70%    
    B

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

   8.68%    13.41%    6.55%    
    C

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

   11.69%    13.64%    6.55%    
    529A

With Initial Sales Charge (5.75%)

   7.02%    13.15%    6.61%    
    529B

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

   8.70%    13.46%    6.49%    
    529C

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

   11.67%    13.60%    6.45%    

CDSC – Contingent Deferred Sales Charge.

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

On May 30, 2012, Class W shares were redesignated Class R5 shares. Total returns for Class R5 shares prior to May 30, 2012 reflect the performance history of Class W shares which had different fees and expenses than Class R5 shares. Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.

(f) Source: FactSet Research Systems Inc.
(v) Assuming redemption at the end of the applicable period.

 

6


Table of Contents

Performance Summary – continued

 

Benchmark Definition

Russell 1000® Value Index – constructed to provide a comprehensive barometer for the value securities in the large-cap segment of the U.S. equity universe. Companies in this index generally have lower price-to-book ratios and lower forecasted growth values. The Russell 1000® Value Index is a trademark/service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.

It is not possible to invest directly in an index.

Notes to Performance Summary

Class 529 shares are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

Average annual total return represents the average annual change in value for each share class for the periods presented.

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

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

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

 

7


Table of Contents

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2016 through August 31, 2016

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, 2016 through August 31, 2016.

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.

 

8


Table of Contents

Expense Table – continued

 

 

Share

Class

      

Annualized
Expense

Ratio

  Beginning
Account Value
3/01/16
 

Ending

Account Value
8/31/16

 

Expenses

Paid During

Period (p)

3/01/16-8/31/16

 
A   Actual   0.84%   $1,000.00   $1,149.62     $4.54   
  Hypothetical (h)   0.84%   $1,000.00   $1,020.91     $4.27   
B   Actual   1.59%   $1,000.00   $1,145.10     $8.57   
  Hypothetical (h)   1.59%   $1,000.00   $1,017.14     $8.06   
C   Actual   1.59%   $1,000.00   $1,145.18     $8.57   
  Hypothetical (h)   1.59%   $1,000.00   $1,017.14     $8.06   
I   Actual   0.60%   $1,000.00   $1,151.11     $3.24   
  Hypothetical (h)   0.60%   $1,000.00   $1,022.12     $3.05   
R1   Actual   1.60%   $1,000.00   $1,145.43     $8.63   
  Hypothetical (h)   1.60%   $1,000.00   $1,017.09     $8.11   
R2   Actual   1.10%   $1,000.00   $1,148.12     $5.94   
  Hypothetical (h)   1.10%   $1,000.00   $1,019.61     $5.58   
R3   Actual   0.85%   $1,000.00   $1,149.50     $4.59   
  Hypothetical (h)   0.85%   $1,000.00   $1,020.86     $4.32   
R4   Actual   0.60%   $1,000.00   $1,150.92     $3.24   
  Hypothetical (h)   0.60%   $1,000.00   $1,022.12     $3.05   
R6 (formerly Class R5)   Actual   0.50%   $1,000.00   $1,151.48     $2.70   
  Hypothetical (h)   0.50%   $1,000.00   $1,022.62     $2.54   
529A   Actual   0.86%   $1,000.00   $1,149.36     $4.65   
  Hypothetical (h)   0.86%   $1,000.00   $1,020.81     $4.37   
529B   Actual   1.51%   $1,000.00   $1,145.69     $8.14   
  Hypothetical (h)   1.51%   $1,000.00   $1,017.55     $7.66   
529C   Actual   1.64%   $1,000.00   $1,144.98     $8.84   
  Hypothetical (h)   1.64%   $1,000.00   $1,016.89     $8.31   

 

(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class 529A and Class 529B shares, this rebate reduced the expense ratios above by 0.03% and 0.01%, respectively. See Note 3 in the Notes to Financial Statements for additional information.

 

9


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/16

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

 

Common Stocks - 98.7%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 6.3%                 
Honeywell International, Inc.      6,961,434      $ 812,468,961   
Lockheed Martin Corp.      2,088,856        507,529,342   
Northrop Grumman Corp.      1,759,236        373,081,179   
Rockwell Collins, Inc.      1,417,985        118,671,165   
United Technologies Corp.      6,534,165        695,431,181   
    

 

 

 
      $ 2,507,181,828   
Alcoholic Beverages - 1.1%                 
Diageo PLC      15,437,181      $ 427,420,871   
Automotive - 2.1%                 
Delphi Automotive PLC      4,692,128      $ 331,545,764   
Harley-Davidson, Inc.      3,533,632        186,222,406   
Johnson Controls, Inc.      7,329,098        321,600,820   
    

 

 

 
      $ 839,368,990   
Broadcasting - 3.0%                 
Interpublic Group of Companies, Inc.      3,444,167      $ 79,698,024   
Omnicom Group, Inc.      7,013,684        604,088,603   
Time Warner, Inc.      4,289,774        336,361,179   
Viacom, Inc., “B”      1,983,345        80,008,137   
Walt Disney Co.      915,572        86,484,931   
    

 

 

 
      $ 1,186,640,874   
Brokerage & Asset Managers - 2.8%                 
BlackRock, Inc.      1,020,478      $ 380,444,403   
Franklin Resources, Inc.      8,994,437        328,296,951   
NASDAQ, Inc.      5,766,456        410,629,332   
    

 

 

 
      $ 1,119,370,686   
Business Services - 4.7%                 
Accenture PLC, “A”      9,021,689      $ 1,037,494,235   
Amdocs Ltd.      725,861        43,638,763   
Cognizant Technology Solutions Corp., “A” (a)      2,697,778        154,960,368   
Equifax, Inc.      664,831        87,691,209   
Fidelity National Information Services, Inc.      4,794,610        380,356,411   
Fiserv, Inc. (a)      1,700,898        175,277,539   
    

 

 

 
      $ 1,879,418,525   

 

10


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Cable TV - 1.2%                 
Comcast Corp., “A”      7,571,416      $ 494,110,608   
Chemicals - 5.2%                 
3M Co.      4,565,333      $ 818,290,287   
E.I. du Pont de Nemours & Co.      4,653,713        323,898,425   
Monsanto Co.      1,445,801        153,977,807   
PPG Industries, Inc.      7,303,341        773,277,745   
    

 

 

 
      $ 2,069,444,264   
Computer Software - 0.7%                 
Oracle Corp.      6,373,949      $ 262,734,178   
Computer Software - Systems - 0.8%                 
International Business Machines Corp.      1,929,262      $ 306,521,147   
Construction - 0.5%                 
Stanley Black & Decker, Inc.      1,780,532      $ 220,340,835   
Consumer Products - 0.8%                 
Newell Brands, Inc.      2,216,563      $ 117,655,164   
Procter & Gamble Co.      2,232,864        194,951,356   
    

 

 

 
      $ 312,606,520   
Containers - 0.5%                 
Crown Holdings, Inc. (a)      3,628,874      $ 196,793,837   
Electrical Equipment - 1.8%                 
Pentair PLC      2,897,782      $ 185,602,937   
Tyco International PLC      12,593,860        550,099,805   
    

 

 

 
      $ 735,702,742   
Electronics - 1.7%                 
Analog Devices, Inc.      1,377,842      $ 86,197,796   
Texas Instruments, Inc.      8,705,312        605,367,396   
    

 

 

 
      $ 691,565,192   
Energy - Independent - 1.9%                 
EOG Resources, Inc.      4,172,713      $ 369,243,373   
Occidental Petroleum Corp.      4,929,595        378,839,376   
    

 

 

 
      $ 748,082,749   
Energy - Integrated - 2.0%                 
Chevron Corp.      3,792,560      $ 381,455,685   
Exxon Mobil Corp.      4,961,958        432,385,020   
    

 

 

 
      $ 813,840,705   

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Food & Beverages - 5.0%                 
Archer Daniels Midland Co.      7,389,663      $ 323,371,653   
Danone S.A.      3,203,158        243,354,528   
General Mills, Inc.      7,685,097        544,258,570   
J.M. Smucker Co.      1,668,557        236,584,697   
Nestle S.A.      7,859,790        625,714,562   
    

 

 

 
      $ 1,973,284,010   
Food & Drug Stores - 1.6%                 
CVS Health Corp.      6,889,414      $ 643,471,268   
General Merchandise - 0.7%                 
Target Corp.      4,079,013      $ 286,305,922   
Health Maintenance Organizations - 0.5%                 
Cigna Corp.      1,528,581      $ 196,055,799   
Insurance - 7.6%                 
Aon PLC      5,526,821      $ 615,411,518   
Chubb Ltd.      5,925,943        752,179,945   
MetLife, Inc.      12,651,624        549,080,482   
Prudential Financial, Inc.      3,776,451        299,774,680   
Travelers Cos., Inc.      6,817,038        809,250,581   
    

 

 

 
      $ 3,025,697,206   
Machinery & Tools - 3.0%                 
Caterpillar, Inc.      1,555,787      $ 127,496,745   
Deere & Co.      1,219,307        103,092,407   
Eaton Corp. PLC      5,899,045        392,522,454   
Illinois Tool Works, Inc.      3,037,060        360,954,581   
Ingersoll-Rand Co. Ltd., “A”      2,920,864        198,589,543   
    

 

 

 
      $ 1,182,655,730   
Major Banks - 11.7%                 
Bank of New York Mellon Corp.      9,590,068      $ 399,618,134   
Goldman Sachs Group, Inc.      4,181,763        708,641,558   
JPMorgan Chase & Co.      25,803,429        1,741,731,458   
PNC Financial Services Group, Inc.      4,167,390        375,481,839   
State Street Corp.      4,346,272        305,282,145   
Wells Fargo & Co.      22,258,183        1,130,715,696   
    

 

 

 
      $ 4,661,470,830   
Medical & Health Technology & Services - 1.2%                 
Express Scripts Holding Co. (a)      3,311,655      $ 240,757,319   
McKesson Corp.      1,318,901        243,495,503   
    

 

 

 
      $ 484,252,822   

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Medical Equipment - 6.5%                 
Abbott Laboratories      11,141,509      $ 468,166,208   
Danaher Corp.      5,529,602        450,164,899   
Medtronic PLC      10,351,113        900,857,364   
St. Jude Medical, Inc.      3,873,087        301,790,939   
Thermo Fisher Scientific, Inc.      3,116,850        474,353,402   
    

 

 

 
      $ 2,595,332,812   
Oil Services - 1.3%                 
National Oilwell Varco, Inc.      3,118,495      $ 104,594,322   
Schlumberger Ltd.      5,491,437        433,823,523   
    

 

 

 
      $ 538,417,845   
Other Banks & Diversified Financials - 4.4%                 
American Express Co.      5,110,287      $ 335,132,621   
BB&T Corp.      5,579,345        214,804,783   
Citigroup, Inc.      9,110,915        434,955,082   
U.S. Bancorp      17,024,674        751,639,357   
    

 

 

 
      $ 1,736,531,843   
Pharmaceuticals - 8.0%                 
Johnson & Johnson      12,046,168      $ 1,437,589,689   
Merck & Co., Inc.      9,832,779        617,400,193   
Novartis AG      1,265,518        99,589,338   
Pfizer, Inc.      26,656,035        927,630,018   
Roche Holding AG      363,037        88,512,300   
    

 

 

 
      $ 3,170,721,538   
Printing & Publishing - 0.7%                 
Moody’s Corp.      1,793,040      $ 194,885,518   
S&P Global, Inc.      691,526        85,431,122   
Time, Inc.      371,581        5,239,292   
    

 

 

 
      $ 285,555,932   
Railroad & Shipping - 1.2%                 
Canadian National Railway Co.      3,193,750      $ 205,390,063   
Union Pacific Corp.      2,929,378        279,843,480   
    

 

 

 
      $ 485,233,543   
Specialty Stores - 0.3%                 
Advance Auto Parts, Inc.      699,540      $ 110,093,605   
Telecommunications - Wireless - 0.2%                 
Vodafone Group PLC      27,334,633      $ 82,503,406   

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Common Stocks - continued                 
Telephone Services - 1.5%                 
Verizon Communications, Inc.      11,461,718      $ 599,791,703   
Tobacco - 3.8%                 
Altria Group, Inc.      3,453,279      $ 228,227,209   
Philip Morris International, Inc.      13,036,621        1,302,749,537   
    

 

 

 
      $ 1,530,976,746   
Trucking - 1.4%                 
United Parcel Service, Inc., “B”      5,014,471      $ 547,680,523   
Utilities - Electric Power - 1.0%                 
Duke Energy Corp.      3,775,903      $ 300,788,433   
Xcel Energy, Inc.      2,078,907        85,983,594   
    

 

 

 
      $ 386,772,027   
Total Common Stocks (Identified Cost, $26,600,182,138)      $ 39,333,949,661   
Money Market Funds - 1.6%                 
MFS Institutional Money Market Portfolio, 0.38% (v)
(Identified Cost, $640,928,994)
     640,928,994      $ 640,928,994   
Total Investments (Identified Cost, $27,241,111,132)      $ 39,974,878,655   
Other Assets, Less Liabilities - (0.3)%        (136,861,521
Net Assets - 100.0%      $ 39,838,017,134   

 

(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:

 

PLC   Public Limited Company

See Notes to Financial Statements

 

14


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/16

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, $26,600,182,138)

     $39,333,949,661   

Underlying affiliated funds, at value (identified cost, $640,928,994)

     640,928,994   

Total investments, at value (identified cost, $27,241,111,132)

     $39,974,878,655   

Receivables for

  

Investments sold

     3,417,812   

Fund shares sold

     84,233,716   

Interest and dividends

     107,739,388   

Other assets

     36,560   

Total assets

     $40,170,306,131   
Liabilities         

Payables for

  

Investments purchased

     $260,090,482   

Fund shares reacquired

     61,345,475   

Payable to affiliates

  

Investment adviser

     1,029,527   

Shareholder servicing costs

     7,923,282   

Distribution and service fees

     252,271   

Program manager fees

     68   

Payable for independent Trustees’ compensation

     4,122   

Accrued expenses and other liabilities

     1,643,770   

Total liabilities

     $332,288,997   

Net assets

     $39,838,017,134   
Net assets consist of         

Paid-in capital

     $26,616,881,802   

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

     12,733,626,246   

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

     377,164,562   

Undistributed net investment income

     110,344,524   

Net assets

     $39,838,017,134   

Shares of beneficial interest outstanding

     1,106,890,723   

 

15


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $9,033,842,338         251,441,163         $35.93   

Class B

     154,741,663         4,331,737         35.72   

Class C

     1,538,605,111         43,336,645         35.50   

Class I

     17,134,836,024         474,219,994         36.13   

Class R1

     27,096,360         768,328         35.27   

Class R2

     567,664,503         15,952,198         35.59   

Class R3

     1,903,910,122         53,165,742         35.81   

Class R4

     3,233,420,609         89,958,679         35.94   

Class R6 (formerly Class R5)

     6,218,953,876         173,014,167         35.94   

Class 529A

     18,624,681         522,158         35.67   

Class 529B

     940,628         26,666         35.27   

Class 529C

     5,381,219         153,246         35.11   

 

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Classes A and 529A, for which the maximum offering prices per share were $38.12 [100 / 94.25 x $35.93] and $37.85 [100 / 94.25 x $35.67], respectively. On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R6, and 529A.

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/16

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

     $878,536,016   

Interest

     425,748   

Dividends from underlying affiliated funds

     1,413,901   

Foreign taxes withheld

     (5,165,504

Total investment income

     $875,210,161   

Expenses

  

Management fee

     $186,721,102   

Distribution and service fees

     44,762,627   

Shareholder servicing costs

     33,872,763   

Program manager fees

     23,154   

Administrative services fee

     638,276   

Independent Trustees’ compensation

     238,744   

Custodian fee

     731,053   

Shareholder communications

     1,338,001   

Audit and tax fees

     69,772   

Legal fees

     387,699   

Miscellaneous

     1,894,215   

Total expenses

     $270,677,406   

Fees paid indirectly

     (806

Reduction of expenses by investment adviser and distributor

     (15,012,433

Net expenses

     $255,664,167   

Net investment income

     $619,545,994   
Realized and unrealized gain (loss) on investments and foreign currency   

Realized gain (loss) (identified cost basis)

  

Investments

     $863,645,284   

Foreign currency

     (1,094,750

Net realized gain (loss) on investments and foreign currency

     $862,550,534   

Change in unrealized appreciation (depreciation)

  

Investments

     $3,214,337,950   

Translation of assets and liabilities in foreign currencies

     579,667   

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

     $3,214,917,617   

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

     $4,077,468,151   

Change in net assets from operations

     $4,697,014,145   

See Notes to Financial Statements

 

17


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Years ended 8/31  
     2016      2015  
Change in net assets              
From operations                  

Net investment income

     $619,545,994         $679,496,229   

Net realized gain (loss) on investments and foreign currency

     862,550,534         1,251,570,790   

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

     3,214,917,617         (1,605,731,787

Change in net assets from operations

     $4,697,014,145         $325,335,232   
Distributions declared to shareholders                  

From net investment income

     $(631,287,372      $(716,352,511

From net realized gain on investments

     (1,243,632,740      (905,973,115

Total distributions declared to shareholders

     $(1,874,920,112      $(1,622,325,626

Change in net assets from fund share transactions

     $3,382,783,869         $537,432,078   

Total change in net assets

     $6,204,877,902         $(759,558,316
Net assets                  

At beginning of period

     33,633,139,232         34,392,697,548   

At end of period (including undistributed net investment income of $110,344,524 and $123,190,848, respectively)

     $39,838,017,134         $33,633,139,232   

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

Class A   Years ended 8/31  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $33.38        $34.70        $29.81        $24.90        $21.83   
Income (loss) from investment operations                           

Net investment income (d)

    $0.54        $0.63        $0.69        $0.50        $0.43   

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

    3.81        (0.36     5.41        5.08        3.05   

Total from investment operations

    $4.35        $0.27        $6.10        $5.58        $3.48   
Less distributions declared to shareholders                           

From net investment income

    $(0.56     $(0.67     $(0.63     $(0.48     $(0.41

From net realized gain on investments

    (1.24     (0.92     (0.58     (0.19       

Total distributions declared to
shareholders

    $(1.80     $(1.59     $(1.21     $(0.67     $(0.41

Net asset value, end of period (x)

    $35.93        $33.38        $34.70        $29.81        $24.90   

Total return (%) (r)(s)(t)(x)

    13.55        0.68        20.78        22.75        16.16   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

    0.90        0.90        0.90        0.93        0.95   

Expenses after expense reductions (f)

    0.86        0.86        0.88        0.92        0.93   

Net investment income

    1.60        1.80        2.10        1.80        1.86   

Portfolio turnover

    12        12        13        12        14   

Net assets at end of period (000 omitted)

    $9,033,842        $8,478,761        $9,448,535        $8,058,858        $6,628,244   

See Notes to Financial Statements

 

19


Table of Contents

Financial Highlights – continued

 

Class B    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $33.19        $34.50        $29.64        $24.76        $21.70   
Income (loss) from investment operations                           

Net investment income (d)

     $0.28        $0.37        $0.44        $0.29        $0.26   

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

     3.79        (0.35     5.38        5.05        3.03   

Total from investment operations

     $4.07        $0.02        $5.82        $5.34        $3.29   
Less distributions declared to shareholders                           

From net investment income

     $(0.30     $(0.41     $(0.38     $(0.27     $(0.23

From net realized gain on investments

     (1.24     (0.92     (0.58     (0.19       

Total distributions declared to
shareholders

     $(1.54     $(1.33     $(0.96     $(0.46     $(0.23

Net asset value, end of period (x)

     $35.72        $33.19        $34.50        $29.64        $24.76   

Total return (%) (r)(s)(t)(x)

     12.68        (0.06     19.89        21.82        15.28   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.65        1.65        1.65        1.68        1.70   

Expenses after expense reductions (f)

     1.61        1.61        1.63        1.67        1.68   

Net investment income

     0.85        1.05        1.35        1.05        1.11   

Portfolio turnover

     12        12        13        12        14   

Net assets at end of period (000 omitted)

     $154,742        $154,205        $179,284        $169,208        $167,949   

See Notes to Financial Statements

 

20


Table of Contents

Financial Highlights – continued

 

Class C   Years ended 8/31  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $33.00        $34.33        $29.50        $24.65        $21.62   
Income (loss) from investment operations                           

Net investment income (d)

    $0.28        $0.37        $0.44        $0.29        $0.25   

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

    3.77        (0.36     5.36        5.03        3.02   

Total from investment operations

    $4.05        $0.01        $5.80        $5.32        $3.27   
Less distributions declared to shareholders                           

From net investment income

    $(0.31     $(0.42     $(0.39     $(0.28     $(0.24

From net realized gain on investments

    (1.24     (0.92     (0.58     (0.19       

Total distributions declared to
shareholders

    $(1.55     $(1.34     $(0.97     $(0.47     $(0.24

Net asset value, end of period (x)

    $35.50        $33.00        $34.33        $29.50        $24.65   

Total return (%) (r)(s)(t)(x)

    12.69        (0.09     19.92        21.83        15.23   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

    1.65        1.65        1.65        1.68        1.69   

Expenses after expense reductions (f)

    1.61        1.61        1.63        1.67        1.68   

Net investment income

    0.85        1.06        1.35        1.05        1.11   

Portfolio turnover

    12        12        13        12        14   

Net assets at end of period (000 omitted)

    $1,538,605        $1,335,968        $1,359,860        $1,090,690        $906,572   

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class I   Years ended 8/31  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $33.56        $34.88        $29.96        $25.02        $21.94   
Income (loss) from investment operations                           

Net investment income (d)

    $0.63        $0.72        $0.78        $0.57        $0.49   

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

    3.82        (0.36     5.43        5.10        3.06   

Total from investment operations

    $4.45        $0.36        $6.21        $5.67        $3.55   
Less distributions declared to shareholders                           

From net investment income

    $(0.64     $(0.76     $(0.71     $(0.54     $(0.47

From net realized gain on investments

    (1.24     (0.92     (0.58     (0.19       

Total distributions declared to
shareholders

    $(1.88     $(1.68     $(1.29     $(0.73     $(0.47

Net asset value, end of period (x)

    $36.13        $33.56        $34.88        $29.96        $25.02   

Total return (%) (r)(s)(x)

    13.83        0.93        21.07        23.06        16.42   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

    0.65        0.65        0.65        0.68        0.70   

Expenses after expense reductions (f)

    0.61        0.61        0.63        0.67        0.68   

Net investment income

    1.84        2.06        2.35        2.05        2.11   

Portfolio turnover

    12        12        13        12        14   

Net assets at end of period (000 omitted)

    $17,134,836        $13,888,395        $13,905,910        $10,568,573        $7,472,693   

See Notes to Financial Statements

 

22


Table of Contents

Financial Highlights – continued

 

Class R1    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $32.79        $34.11        $29.32        $24.50        $21.48   
Income (loss) from investment operations                           

Net investment income (d)

     $0.28        $0.36        $0.43        $0.29        $0.25   

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

     3.74        (0.34     5.33        5.00        3.01   

Total from investment operations

     $4.02        $0.02        $5.76        $5.29        $3.26   
Less distributions declared to shareholders                           

From net investment income

     $(0.30     $(0.42     $(0.39     $(0.28     $(0.24

From net realized gain on investments

     (1.24     (0.92     (0.58     (0.19       

Total distributions declared to
shareholders

     $(1.54     $(1.34     $(0.97     $(0.47     $(0.24

Net asset value, end of period (x)

     $35.27        $32.79        $34.11        $29.32        $24.50   

Total return (%) (r)(s)(x)

     12.69        (0.07     19.88        21.83        15.29   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.65        1.65        1.65        1.68        1.69   

Expenses after expense reductions (f)

     1.61        1.61        1.63        1.67        1.68   

Net investment income

     0.85        1.06        1.33        1.06        1.10   

Portfolio turnover

     12        12        13        12        14   

Net assets at end of period (000 omitted)

     $27,096        $27,860        $33,390        $33,485        $32,389   

See Notes to Financial Statements

 

23


Table of Contents

Financial Highlights – continued

 

Class R2    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $33.08        $34.40        $29.56        $24.69        $21.66   
Income (loss) from investment operations                           

Net investment income (d)

     $0.45        $0.54        $0.60        $0.43        $0.37   

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

     3.78        (0.35     5.36        5.04        3.01   

Total from investment operations

     $4.23        $0.19        $5.96        $5.47        $3.38   
Less distributions declared to shareholders                           

From net investment income

     $(0.48     $(0.59     $(0.54     $(0.41     $(0.35

From net realized gain on investments

     (1.24     (0.92     (0.58     (0.19       

Total distributions declared to
shareholders

     $(1.72     $(1.51     $(1.12     $(0.60     $(0.35

Net asset value, end of period (x)

     $35.59        $33.08        $34.40        $29.56        $24.69   

Total return (%) (r)(s)(x)

     13.27        0.43        20.48        22.47        15.80   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.15        1.15        1.15        1.18        1.20   

Expenses after expense reductions (f)

     1.11        1.11        1.13        1.17        1.18   

Net investment income

     1.35        1.54        1.84        1.55        1.61   

Portfolio turnover

     12        12        13        12        14   

Net assets at end of period (000 omitted)

     $567,665        $521,592        $607,340        $572,590        $517,005   

See Notes to Financial Statements

 

24


Table of Contents

Financial Highlights – continued

 

Class R3   Years ended 8/31  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $33.28        $34.60        $29.73        $24.83        $21.78   
Income (loss) from investment operations                           

Net investment income (d)

    $0.54        $0.63        $0.69        $0.50        $0.43   

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

    3.79        (0.35     5.39        5.07        3.03   

Total from investment operations

    $4.33        $0.28        $6.08        $5.57        $3.46   
Less distributions declared to shareholders                           

From net investment income

    $(0.56     $(0.68     $(0.63     $(0.48     $(0.41

From net realized gain on investments

    (1.24     (0.92     (0.58     (0.19       

Total distributions declared to
shareholders

    $(1.80     $(1.60     $(1.21     $(0.67     $(0.41

Net asset value, end of period (x)

    $35.81        $33.28        $34.60        $29.73        $24.83   

Total return (%) (r)(s)(x)

    13.54        0.69        20.77        22.77        16.11   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

    0.90        0.90        0.90        0.93        0.95   

Expenses after expense reductions (f)

    0.86        0.86        0.87        0.91        0.93   

Net investment income

    1.60        1.80        2.11        1.80        1.86   

Portfolio turnover

    12        12        13        12        14   

Net assets at end of period (000 omitted)

    $1,903,910        $1,571,281        $1,559,863        $1,299,126        $1,022,504   

See Notes to Financial Statements

 

25


Table of Contents

Financial Highlights – continued

 

Class R4   Years ended 8/31  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $33.40        $34.72        $29.82        $24.90        $21.84   
Income (loss) from investment operations                           

Net investment income (d)

    $0.62        $0.72        $0.77        $0.57        $0.49   

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

    3.80        (0.36     5.42        5.08        3.04   

Total from investment operations

    $4.42        $0.36        $6.19        $5.65        $3.53   
Less distributions declared to shareholders                           

From net investment income

    $(0.64     $(0.76     $(0.71     $(0.54     $(0.47

From net realized gain on investments

    (1.24     (0.92     (0.58     (0.19       

Total distributions declared to
shareholders

    $(1.88     $(1.68     $(1.29     $(0.73     $(0.47

Net asset value, end of period (x)

    $35.94        $33.40        $34.72        $29.82        $24.90   

Total return (%) (r)(s)(x)

    13.80        0.93        21.11        23.09        16.40   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

    0.65        0.65        0.65        0.68        0.70   

Expenses after expense reductions (f)

    0.61        0.61        0.63        0.67        0.68   

Net investment income

    1.85        2.05        2.34        2.07        2.10   

Portfolio turnover

    12        12        13        12        14   

Net assets at end of period (000 omitted)

    $3,233,421        $2,787,041        $3,283,133        $2,892,340        $2,907,088   

See Notes to Financial Statements

 

26


Table of Contents

Financial Highlights – continued

 

Class R6 (formerly Class R5) (y)   Years ended 8/31  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $33.40        $34.72        $29.82        $24.90        $21.81   
Income (loss) from investment operations                           

Net investment income (d)

    $0.66        $0.76        $0.82        $0.60        $0.46   

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

    3.80        (0.36     5.40        5.07        3.08   

Total from investment operations

    $4.46        $0.40        $6.22        $5.67        $3.54   
Less distributions declared to shareholders                           

From net investment income

    $(0.68     $(0.80     $(0.74     $(0.56     $(0.45

From net realized gain on investments

    (1.24     (0.92     (0.58     (0.19       

Total distributions declared to
shareholders

    $(1.92     $(1.72     $(1.32     $(0.75     $(0.45

Net asset value, end of period (x)

    $35.94        $33.40        $34.72        $29.82        $24.90   

Total return (%) (r)(s)(x)

    13.93        1.04        21.23        23.18        16.48   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

    0.54        0.54        0.55        0.57        0.77   

Expenses after expense reductions (f)

    0.50        0.50        0.53        0.56        0.76   

Net investment income

    1.95        2.17        2.48        2.12        1.98   

Portfolio turnover

    12        12        13        12        14   

Net assets at end of period (000 omitted)

    $6,218,954        $4,846,172        $3,995,830        $2,362,012        $940,695   

See Notes to Financial Statements

 

27


Table of Contents

Financial Highlights – continued

 

Class 529A    Years ended 8/31  
     2016     2015     2014     2013     2012  

Net asset value, beginning of period

     $33.15        $34.48        $29.62        $24.74        $21.70   
Income (loss) from investment operations                           

Net investment income (d)

     $0.53        $0.63        $0.69        $0.49        $0.42   

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

     3.79        (0.36     5.38        5.05        3.02   

Total from investment operations

     $4.32        $0.27        $6.07        $5.54        $3.44   
Less distributions declared to shareholders                           

From net investment income

     $(0.56     $(0.68     $(0.63     $(0.47     $(0.40

From net realized gain on investments

     (1.24     (0.92     (0.58     (0.19       

Total distributions declared to
shareholders

     $(1.80     $(1.60     $(1.21     $(0.66     $(0.40

Net asset value, end of period (x)

     $35.67        $33.15        $34.48        $29.62        $24.74   

Total return (%) (r)(s)(t)(x)

     13.55        0.67        20.84        22.73        16.06   
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.00        1.00        1.00        1.03        1.05   

Expenses after expense reductions (f)

     0.86        0.86        0.87        0.93        0.98   

Net investment income

     1.59        1.82        2.11        1.79        1.80   

Portfolio turnover

     12        12        13        12        14   

Net assets at end of period (000 omitted)

     $18,625        $16,543        $14,547        $10,899        $8,195   

See Notes to Financial Statements

 

28


Table of Contents

Financial Highlights – continued

 

Class 529B    Years ended 8/31  
     2016      2015      2014      2013      2012  

Net asset value, beginning of period

     $32.78         $34.08         $29.29         $24.48         $21.45   
Income (loss) from investment operations                              

Net investment income (d)

     $0.29         $0.47         $0.42         $0.27         $0.24   

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

     3.73         (0.34      5.32         4.99         3.01   

Total from investment operations

     $4.02         $0.13         $5.74         $5.26         $3.25   
Less distributions declared to shareholders                              

From net investment income

     $(0.29      $(0.51      $(0.37      $(0.26      $(0.22

From net realized gain on investments

     (1.24      (0.92      (0.58      (0.19        

Total distributions declared to
shareholders

     $(1.53      $(1.43      $(0.95      $(0.45      $(0.22

Net asset value, end of period (x)

     $35.27         $32.78         $34.08         $29.29         $24.48   

Total return (%) (r)(s)(t)(x)

     12.70         0.27         19.85         21.74         15.27   
Ratios (%) (to average net assets)
and Supplemental data:
                                       

Expenses before expense reductions (f)

     1.68         1.37         1.75         1.78         1.79   

Expenses after expense reductions (f)

     1.58         1.27         1.67         1.71         1.73   

Net investment income

     0.87         1.38         1.30         1.00         1.05   

Portfolio turnover

     12         12         13         12         14   

Net assets at end of period (000 omitted)

     $941         $888         $1,026         $1,013         $963   

See Notes to Financial Statements

 

29


Table of Contents

Financial Highlights – continued

 

Class 529C    Years ended 8/31  
     2016      2015      2014      2013      2012  

Net asset value, beginning of period

     $32.66         $34.00         $29.23         $24.43         $21.43   
Income (loss) from investment operations                              

Net investment income (d)

     $0.26         $0.35         $0.41         $0.27         $0.24   

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

     3.73         (0.36      5.32         4.99         2.99   

Total from investment operations

     $3.99         $(0.01      $5.73         $5.26         $3.23   
Less distributions declared to shareholders                              

From net investment income

     $(0.30      $(0.41      $(0.38      $(0.27      $(0.23

From net realized gain on investments

     (1.24      (0.92      (0.58      (0.19        

Total distributions declared to
shareholders

     $(1.54      $(1.33      $(0.96      $(0.46      $(0.23

Net asset value, end of period (x)

     $35.11         $32.66         $34.00         $29.23         $24.43   

Total return (%) (r)(s)(t)(x)

     12.64         (0.14      19.85         21.80         15.18   
Ratios (%) (to average net assets)
and Supplemental data:
                                       

Expenses before expense reductions (f)

     1.75         1.75         1.75         1.78         1.79   

Expenses after expense reductions (f)

     1.65         1.66         1.67         1.72         1.73   

Net investment income

     0.80         1.03         1.28         1.00         1.06   

Portfolio turnover

     12         12         13         12         14   

Net assets at end of period (000 omitted)

     $5,381         $4,434         $3,981         $3,387         $2,610   

 

(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
(y) On May 10, 2012, sales of Class W shares (including exchanges) were suspended. On May 11, 2012, certain Class W shares were automatically converted to Class I shares. Shareholders of certain Class W shares became shareholders of Class I and received Class I shares with a total net asset value equal to their Class W shares at the time of the conversion. On May 30, 2012, remaining Class W shares, which represented MFS seed money, were redesignated Class R5. On June 1, 2012, Class R5 shares were offered for sale to the public. Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.

See Notes to Financial Statements

 

30


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

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

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be 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

 

31


Table of Contents

Notes to Financial Statements – continued

 

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 unobservable inputs, which may include the adviser’s own assumptions in determining

 

32


Table of Contents

Notes to Financial Statements – continued

 

the fair value of investments. The following is a summary of the levels used as of August 31, 2016 in valuing the fund’s assets or liabilities:

 

Investments at Value    Level 1      Level 2      Level 3      Total  
Equity Securities      $39,333,949,661         $—         $—         $39,333,949,661   
Mutual Funds      640,928,994                         640,928,994   
Total Investments      $39,974,878,655         $—         $—         $39,974,878,655   

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

Of the level 1 investments presented above, equity investments amounting to $82,503,406 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.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral

 

33


Table of Contents

Notes to Financial Statements – continued

 

value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is included in “Interest” income in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At August 31, 2016, there were no securities on loan or collateral outstanding.

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

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

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

Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended August 31, 2016, is shown as a reduction of total expenses in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries

 

34


Table of Contents

Notes to Financial Statements – continued

 

in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

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

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

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

 

    8/31/16     8/31/15  
Ordinary income (including any
short-term capital gains)
    $675,250,066        $807,010,806   
Long-term capital gains     1,199,670,046        815,314,820   
Total distributions     $1,874,920,112        $1,622,325,626   

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

 

As of 8/31/16       
Cost of investments      $27,421,815,827   
Gross appreciation      12,774,802,929   
Gross depreciation      (221,740,101
Net unrealized appreciation (depreciation)      $12,553,062,828   
Undistributed ordinary income      110,346,835   
Undistributed long-term capital gain      566,285,959   
Post-October capital loss deferral      (8,416,702
Other temporary differences      (143,588

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after

 

35


Table of Contents

Notes to Financial Statements – continued

 

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

 

     From net investment
income
     From net realized gain on
investments
 
     Year
ended
8/31/16
     Year
ended
8/31/15
     Year
ended
8/31/16
     Year
ended
8/31/15
 
Class A      $143,652,211         $176,815,412         $317,518,220         $239,583,600   
Class B      1,365,556         2,033,302         5,620,466         4,634,261   
Class C      13,003,027         16,712,982         50,501,471         36,311,961   
Class I      279,002,684         310,550,735         516,393,410         373,030,365   
Class R1      242,154         386,051         980,245         860,444   
Class R2      7,506,322         9,756,021         19,304,965         15,646,860   
Class R3      27,575,912         31,583,229         60,955,804         42,200,616   
Class R4      55,632,088         68,323,476         102,703,354         85,489,253   
Class R6 (formerly Class R5)      102,970,243         99,810,687         168,819,722         107,673,294   
Class 529A      285,400         312,863         629,492         402,549   
Class 529B      8,069         14,702         32,356         27,726   
Class 529C      43,706         53,051         173,235         112,186   
Total      $631,287,372         $716,352,511         $1,243,632,740         $905,973,115   

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

(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 $7.5 billion of average daily net assets      0.60
Next $2.5 billion of average daily net assets      0.53
Average daily net assets in excess of $10 billion      0.50

The investment adviser has agreed in writing to reduce its management fee to 0.45% of average daily net assets in excess of $20 billion up to $25 billion, 0.42% of average daily net assets in excess of $25 billion up to $30 billion, 0.40% of average daily net assets in excess of $30 billion up to $35 billion, 0.38% of average daily net assets in excess of $35 billion up to $40 billion, and 0.36% of average daily nets assets in excess of $40 billion. This written agreement will terminate on December 28, 2016. For the year ended August 31, 2016, this management fee reduction amounted to $12,361,513, which is included in the reduction of total expenses in the Statement of Operations. MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2016, this management fee reduction amounted to $2,555,479, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.48% of the fund’s average daily net assets.

 

36


Table of Contents

Notes to Financial Statements – continued

 

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

 

First $7.5 billion of average daily net assets      0.60
Next $2.5 billion of average daily net assets      0.53
Next $10 billion of average daily net assets      0.50
Next $5 billion of average daily net assets      0.45
Next $5 billion of average daily net assets      0.42
Next $5 billion of average daily net assets      0.40
Next $5 billion of average daily net assets      0.38
Average daily net assets in excess of $40 billion      0.36

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $2,618,456 and $11,329 for the year ended August 31, 2016, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.

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

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A              0.25%         0.25%         0.25%         $21,877,141   
Class B      0.75%         0.25%         1.00%         1.00%         1,525,267   
Class C      0.75%         0.25%         1.00%         1.00%         14,147,360   
Class R1      0.75%         0.25%         1.00%         1.00%         265,507   
Class R2      0.25%         0.25%         0.50%         0.50%         2,653,800   
Class R3              0.25%         0.25%         0.25%         4,192,857   
Class 529A              0.25%         0.25%         0.21%         43,404   
Class 529B      0.75%         0.25%         1.00%         0.93%         8,560   
Class 529C      0.75%         0.25%         1.00%         1.00%         48,731   
Total Distribution and Service Fees         $44,762,627   

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2016 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2016, this rebate amounted to $73,131, $688, $1,498, $1, $1,005, $7,298, $70, and $173 for Class A, Class B, Class C, Class R2, Class R3, Class 529A, Class 529B, and Class 529C, respectively, and is included in

 

37


Table of Contents

Notes to Financial Statements – continued

 

  the reduction of total expenses in the Statement of Operations. For the period August 1, 2016 through August 31, 2016, the 0.75% distribution fee was not imposed for Class 529B shares.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2016, were as follows:

 

     Amount  
Class A      $62,775   
Class B      128,308   
Class C      93,262   
Class 529B        
Class 529C      24   

The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets for each 529 share class. This waiver agreement will expire on December 31, 2017, unless MFD elects to extend the waiver. For the year ended August 31, 2016, this waiver amounted to $11,577 and is included in the reduction of total expenses in the Statement of Operations. The program manager fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the year ended August 31, 2016, were as follows:

 

     Fee      Waiver  
Class 529A      $17,362         $8,681   
Class 529B      918         459   
Class 529C      4,874         2,437   
Total Program Manager Fees and Waivers      $23,154         $11,577   

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended August 31, 2016, the fee was $1,622,872, which equated to 0.0045% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2016, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $32,249,891.

 

38


Table of Contents

Notes to Financial Statements – continued

 

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2016 was equivalent to an annual effective rate of 0.0018% of the fund’s average daily net assets.

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

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $473 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended August 31, 2016. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $2,311 at August 31, 2016, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2016, the fee paid by the fund under this agreement was $91,890 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.

On September 9, 2015, MFS redeemed 26 shares of Class R6 for an aggregate amount of $856. On March 16, 2016, MFS redeemed 40,429 shares of Class I for an aggregate amount of $1,341,422.

The fund is permitted to engage in purchase and sale transactions (“cross-trades”) with funds and accounts for which MFS serves as investment adviser or sub-adviser pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure

 

39


Table of Contents

Notes to Financial Statements – continued

 

that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction. During the year ended August 31, 2016, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $90,688,397 and $10,788,018, respectively. The sales transactions resulted in net realized gains (losses) of $2,988,849.

(4) Portfolio Securities

For the year ended August 31, 2016, purchases and sales of investments, other than short-term obligations, aggregated $6,776,828,539 and $4,225,556,753, respectively.

(5) Shares of Beneficial Interest

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

 

    Year ended
8/31/16
    Year ended
8/31/15
 
    Shares     Amount     Shares     Amount  
Shares sold        

Class A

    56,768,963        $1,904,117,260        49,247,083        $1,720,304,533   

Class B

    519,166        17,360,213        474,210        16,501,936   

Class C

    8,152,513        270,588,495        5,808,165        200,501,020   

Class I

    145,431,576        4,938,317,915        108,642,298        3,817,171,582   

Class R1

    163,031        5,375,906        201,725        6,961,964   

Class R2

    3,849,909        128,332,720        2,984,429        103,269,247   

Class R3

    18,949,088        639,478,504        12,269,841        427,977,506   

Class R4

    27,256,586        905,372,336        16,837,981        590,906,632   

Class R6 (formerly Class R5)

    57,025,963        1,914,833,944        38,456,054        1,339,033,730   

Class 529A

    94,052        3,127,505        92,705        3,229,160   

Class 529B

    4,894        156,788        3,950        136,210   

Class 529C

    43,845        1,439,715        38,535        1,312,684   
    318,259,586        $10,728,501,301        235,056,976        $8,227,306,204   
Shares issued to shareholders in
reinvestment of distributions
       

Class A

    12,787,124        $421,657,414        11,020,501        $381,730,885   

Class B

    193,930        6,372,721        175,247        6,042,490   

Class C

    1,327,523        43,374,651        1,024,530        35,140,048   

Class I

    17,177,750        569,272,041        13,805,145        480,639,440   

Class R1

    37,672        1,222,399        36,589        1,246,495   

Class R2

    779,535        25,481,542        709,794        24,369,239   

Class R3

    2,693,294        88,531,682        2,136,330        73,783,097   

Class R4

    4,591,727        151,372,851        4,260,453        147,555,149   

Class R6 (formerly Class R5)

    7,489,730        246,831,433        5,502,107        190,678,543   

Class 529A

    27,903        913,451        20,774        715,051   

Class 529B

    1,246        40,425        1,245        42,428   

Class 529C

    6,711        216,941        4,865        165,237   
    47,114,145        $1,555,287,551        38,697,580        $1,342,108,102   

 

40


Table of Contents

Notes to Financial Statements – continued

 

    Year ended
8/31/16
    Year ended
8/31/15
 
    Shares     Amount     Shares     Amount  
Shares reacquired        

Class A

    (72,124,211     $(2,423,599,803     (78,558,228     $(2,744,481,700

Class B

    (1,027,622     (34,444,392     (1,199,156     (41,789,184

Class C

    (6,623,806     (220,702,727     (5,967,557     (206,426,604

Class I

    (102,196,743     (3,464,029,826     (107,304,538     (3,788,807,965

Class R1

    (282,106     (9,326,974     (367,516     (12,669,041

Class R2

    (4,445,949     (148,071,701     (5,581,617     (193,853,004

Class R3

    (15,692,059     (518,179,133     (12,271,908     (428,092,172

Class R4

    (25,344,379     (855,036,285     (32,216,590     (1,123,785,299

Class R6 (formerly Class R5)

    (36,595,792     (1,223,113,334     (13,949,102     (489,679,864

Class 529A

    (98,814     (3,186,555     (36,398     (1,265,083

Class 529B

    (6,559     (219,387     (8,208     (282,744

Class 529C

    (33,065     (1,094,866     (24,740     (849,568
    (264,471,105     $(8,901,004,983     (257,485,558     $(9,031,982,228
Net change        

Class A

    (2,568,124     $(97,825,129     (18,290,644     $(642,446,282

Class B

    (314,526     (10,711,458     (549,699     (19,244,758

Class C

    2,856,230        93,260,419        865,138        29,214,464   

Class I

    60,412,583        2,043,560,130        15,142,905        509,003,057   

Class R1

    (81,403     (2,728,669     (129,202     (4,460,582

Class R2

    183,495        5,742,561        (1,887,394     (66,214,518

Class R3

    5,950,323        209,831,053        2,134,263        73,668,431   

Class R4

    6,503,934        201,708,902        (11,118,156     (385,323,518

Class R6 (formerly Class R5)

    27,919,901        938,552,043        30,009,059        1,040,032,409   

Class 529A

    23,141        854,401        77,081        2,679,128   

Class 529B

    (419     (22,174     (3,013     (104,106

Class 529C

    17,491        561,790        18,660        628,353   
    100,902,626        $3,382,783,869        16,268,998        $537,432,078   

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

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Growth Allocation Fund and the MFS Moderate Allocation Fund were each the owners of record of approximately 1% of the value of outstanding voting shares of the fund. In addition, the MFS Aggressive Growth Allocation Fund, the MFS Conservative Allocation Fund, the MFS Lifetime Income Fund, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, the MFS Lifetime 2055 Fund, and the MFS Managed Wealth Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

 

41


Table of Contents

Notes to Financial Statements – continued

 

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2016, the fund’s commitment fee and interest expense were $161,415 and $0, respectively, and are included in “Miscellaneous” expense in 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
     437,841,714         4,388,268,583         (4,185,181,303     640,928,994   
Underlying Affiliated Fund    Realized
Gain (Loss)
     Capital Gain
Distributions
     Dividend
Income
    Ending
Value
 
MFS Institutional Money
Market Portfolio
     $—         $—         $1,413,901        $640,928,994   

(8) Subsequent Event

On September 23, 2016, the fund recorded redemption proceeds for a distribution in-kind of portfolio securities and cash that were valued at $279,982,234. The redeeming shareholder generally receives a pro rata share of the securities held by the fund. The distribution of such securities generated a realized gain of $136,075,237 for the fund.

 

42


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Value Fund (the Fund) (one of the series constituting the MFS Series Trust I) as of August 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2016, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Value Fund (one of the series constituting the MFS Series Trust I) at August 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2016

 

43


Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2016, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 52)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director   N/A

Robin A. Stelmach (k)

(age 55)

  Trustee and
President
  January 2014  

Massachusetts Financial

Services Company,

Executive Vice President and Chief Operating Officer

  N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 74)
  Trustee and Chair of Trustees   January 2004   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman

Steven E. Buller

(age 65)

  Trustee   February 2014   Chairman, Financial Accounting Standards Advisory Council (until 2015); Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A
Robert E. Butler
(age 74)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A

 

44


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Maureen R. Goldfarb

(age 61)

  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 75)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman (until 2014)   Texas Donuts, Vice Chairman (until 2010)
Michael Hegarty
(age 71)
  Trustee   December 2004   Private investor   Rouse Properties Inc., Director; Capmark Financial Group Inc., Director (until 2015)

John P. Kavanaugh

(age 61)

  Trustee   January 2009   Private investor   N/A

Maryanne L. Roepke

(age 60)

  Trustee   May 2014   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 59)
  Trustee   March 2005   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Robert W. Uek
(age 75)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS
Christopher R. Bohane (k)
(age 42)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

Kino Clark (k)

(age 48)

 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A

Kristin V. Collins (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  September 2015   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A

 

45


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Thomas H. Connors (k)

(age 57)

 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)

  N/A
Ethan D. Corey (k)
(age 52)
  Assistant
Secretary and Assistant Clerk
  July 2005  

Massachusetts Financial Services Company,

Senior Vice President and Associate General Counsel

  N/A
David L. DiLorenzo (k)
(age 48)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A

Brian E. Langenfeld (k)

(age 43)

  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Susan A. Pereira (k)
(age 45)
  Assistant Secretary and Assistant Clerk   July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kasey L. Phillips (k)

(age 45)

  Assistant
Treasurer
  September 2012   Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)   N/A

 

46


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s) Held

with Fund

  Trustee/Officer
Since (h)
 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Mark N. Polebaum (k)
(age 64)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A

Matthew A. Stowe (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  October 2014   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A
Frank L. Tarantino
(age 72)
 

Independent

Senior Officer

  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel (k)
(age 46)
  Assistant
Secretary and Assistant Clerk
  October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A

Martin J. Wolin (k)

(age 49)

  Chief Compliance Officer   July 2015   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)   N/A
James O. Yost (k)
(age 56)
  Deputy Treasurer   September 1990   Massachusetts Financial Services Company, Senior Vice President   N/A

 

(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

47


Table of Contents

Trustees and Officers – continued

 

Each Trustee (except Ms. Stelmach, Mr. Buller and Ms. Roepke) has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of October 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

Investment Adviser   Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
 

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

Portfolio Managers  

Nevin Chitkara

Steven Gorham

 

 

48


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2016 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2015 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and

 

49


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2015, 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, 2015 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was approximately at the Broadridge expense group median and the Fund’s total expense ratio was lower than the Broadridge expense group median.

 

50


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $7.5 billion and $10 billion. The Trustees also noted that MFS has agreed in writing to further reduce its advisory fee rate on the Fund’s average daily net assets over $20 billion, $25 billion, $30 billion, $35 billion and $40 billion, each of which may not be changed without the Trustees’ approval (the “management fee waiver rates”). They also noted that MFS has agreed to amend its contractual advisory fee rate schedule to reflect the existing management fee waiver rates effective as of December 29, 2016. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life

 

51


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2016.

 

52


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available on mfs.com by following these steps once you have selected “Individual Investor” as your role: (1) Click on the “Individual Investor Home” in the top navigation and then select the “Announcements” option within the “Market Outlooks” drop down, or (2) Click on “Products & Services” and “Mutual Funds” and then choose the fund’s name in the “Select a fund” menu.

 

53


Table of Contents

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2016 income tax forms in January 2017. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates the maximum amount allowable as qualified dividend income eligible to be taxed at the same rate as long-term capital gain.

The fund designates $1,409,515,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 99.61% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

54


Table of Contents

rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

Questions?   Call 800-225-2606 or go to mfs.com.

 

55


Table of Contents
Page 2  

 


 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

56


Table of Contents

LOGO

 

Save paper with eDelivery.

 

LOGO

MFS® will send you prospectuses,

reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

 

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

 


Table of Contents
ITEM 2. CODE OF ETHICS.

The Registrant has adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in its Code of Ethics (the “Code”) that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code of Ethics is filed as an exhibit to this Form N-CSR.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller, Robert E. Butler, John P. Kavanaugh and Robert W. Uek and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. Buller, Butler, Kavanaugh and Uek and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountant to certain series of the Registrant and Ernst & Young LLP (“E&Y”) to serve in the same capacity to certain other series of the Registrant (each a “Fund” and collectively the “Funds”). The tables below set forth the audit fees billed to each Fund as well as fees for non-audit services provided to each Fund and/or to each Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).


Table of Contents

For the fiscal years ended August 31, 2016 and 2015, audit fees billed to each Fund by Deloitte and E&Y were as follows:

 

     Audit Fees  
     2016      2015  

Fees Billed by Deloitte

     

MFS Global Leaders Fund+

     0         44,891   

MFS Low Volatility Global Equity Fund

     44,531         44,531   

MFS U.S. Government Cash Reserve Fund

     31,401         31,401   
  

 

 

    

 

 

 

Total

     75,932         120,823   
     Audit Fees  
     2016      2015  

Fees Billed by E&Y

     

MFS Core Equity Fund

     44,492         44,492   

MFS Low Volatility Equity Fund

     38,525         29,212   

MFS New Discovery Fund

     44,503         44,503   

MFS Research International Fund

     47,430         47,430   

MFS Technology Fund

     44,492         44,492   

MFS Value Fund

     44,618         44,618   
  

 

 

    

 

 

 

Total

     264,060         254,747   

For the fiscal years ended August 31, 2016 and 2015, fees billed by Deloitte and E&Y for audit-related, tax and other services provided to each Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2016      2015      2016      2015      2016      2015  

Fees Billed by Deloitte

                 

To MFS Global Leaders Fund+

     0         0         8,507         5,863         0         1,003   

To MFS Low Volatility Global Equity Fund

     0         0         6,575         6,575         0         1,002   

To MFS U.S. Government Cash Reserve Fund

     0         0         3,182         3,182         0         1,080   

Total fees billed by Deloitte To above Funds

     0         0         18,264         15,620         0         3,085   
     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2016      2015      2016      2015      2016      2015  

Fees Billed by Deloitte

                 

To MFS and MFS Related Entities of MFS Global Leaders Fund*+

     0         968,289         0         0         5,000         5,000   

To MFS and MFS Related Entities of MFS Low Volatility Global Equity Fund*

     0         968,289         0         0         5,000         5,000   

To MFS and MFS Related Entities of MFS U.S. Government Cash Reserve Fund*

     0         968,289         0         0         5,000         5,000   


Table of Contents
     Aggregate Fees for Non-audit
Services
 
     2016      2015  

Fees Billed by Deloitte

     

To MFS Global Leaders Fund, MFS and MFS Related Entities#+

     78,785         980,155   

To MFS Low Volatility Global Equity Fund, MFS and MFS Related Entities#

     76,853         980,866   

To MFS U.S. Government Cash Reserve Fund, MFS and MFS Related Entities#

     73,460         977,551   

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees4  
     2016      2015      2016      2015      2016      20155  

Fees Billed by E&Y

                 

To MFS Core Equity Fund

     0         0         8,634         8,564         1,517         1,068   

To MFS Low Volatility Equity Fund

     0         0         8,246         8,212         1,008         1,001   

To MFS New Discovery Fund

     0         0         8,634         8,564         1,560         1,078   

To MFS Research International Fund

     0         0         9,073         9,003         3,849         1,387   

To MFS Technology Fund

     0         0         8,634         8,564         1,155         1,019   

To MFS Value Fund

     0         0         8,634         8,564         14,899         2,823   

Total fees billed by E&Y To above Funds

     0         0         51,855         51,471         23,988         8,376   
     Audit-Related Fees1      Tax Fees2      All Other Fees4  
     2016      20155      2016      2015      2016      20155  

Fees Billed by E&Y

                 

To MFS and MFS Related Entities of MFS Core Equity Fund*

     1,612,499         920,675         0         0         99,446         49,723   

To MFS and MFS Related Entities of Low Volatility Equity Fund*

     1,612,499         920,675         0         0         99,446         49,723   

To MFS and MFS Related Entities of MFS New Discovery Fund*

     1,612,499         920,675         0         0         99,446         49,723   

To MFS and MFS Related Entities of MFS Research International Fund*

     1,612,499         920,675         0         0         99,446         49,723   

To MFS and MFS Related Entities of MFS Technology Fund*

     1,612,499         920,675         0         0         99,446         49,723   

To MFS and MFS Related Entities of MFS Value Fund*

     1,612,499         920,675         0         0         99,446         49,723   

 

     Aggregate Fees for Non-audit
Services
 
     2016      20155  

Fees Billed by E&Y

     

To MFS Core Equity Fund, MFS and MFS Related Entities#

     1,872,696         1,156,030   

To Low Volatility Equity Fund, MFS and MFS Related Entities#

     1,871,799         1,155,611   

To MFS New Discovery Fund, MFS and MFS Related Entities#

     1,872,739         1,156,040   

To MFS Research International Fund, MFS and MFS Related Entities#

     1,875,467         1,156,788   

To MFS Technology Fund, MFS and MFS Related Entities#

     1,872,334         1,155,981   

To MFS Value Fund, MFS and MFS Related Entities#

     1,888,078         1,157,785   


Table of Contents
+

MFS Global Leaders Fund closed effective November 17, 2015.

* 

This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Funds (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

# This amount reflects the aggregate fees billed by Deloitte or E&Y for non-audit services rendered to the Funds and for non-audit services rendered to MFS and the MFS Related Entities.
1

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under ‘‘Audit Fees,’’ including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

2 

The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

3 

The fees included under “All Other Fees” are fees for products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to review of internal controls and Rule 38a-1 compliance program.

4 

The fees included under “All Other Fees” are fees for products and services provided by E&Y other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to review of internal controls and Rule 38a-1 compliance program.

5 

Certain fees reported in 2015 have been restated in this filing from those reported in the Registrant’s filing for the reporting period ended August 31, 2015.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Funds and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 in each period between regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.


Table of Contents

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f): Not applicable.

Item 4(h): The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

 

ITEM 6. INVESTMENTS

A schedule of investments of the Registrant is included as part of the report to shareholders of such series under Item 1 of this Form N-CSR.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.


Table of Contents
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: Code of Ethics attached hereto.

 

  (2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2): Attached hereto.

 

(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: Attached hereto.


Table of Contents

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.


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) MFS SERIES TRUST I

 

By (Signature and Title)*    ROBIN A. STELMACH
  Robin A. Stelmach, President

Date: October 17, 2016

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)*    ROBIN A. STELMACH
  Robin A. Stelmach, President (Principal Executive Officer)

Date: October 17, 2016

 

By (Signature and Title)*    DAVID L. DILORENZO
  David L. DiLorenzo, Treasurer (Principal Financial Officer and Accounting Officer)

Date: October 17, 2016

 

* Print name and title of each signing officer under his or her signature.