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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2594

MFS SERIES TRUST IV

(Exact name of registrant as specified in charter)

500 Boylston Street, Boston, Massachusetts 02116

(Address of principal executive offices) (Zip code)

Susan S. Newton

Massachusetts Financial Services Company

500 Boylston Street

Boston, Massachusetts 02116

(Name and address of agents for service)

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

Date of fiscal year end: August 31

Date of reporting period: August 31, 2012


Table of Contents
ITEM 1. REPORTS TO STOCKHOLDERS.


Table of Contents

ANNUAL REPORT

August 31, 2012

 

LOGO

 

MFS® MID CAP GROWTH FUND

 

LOGO

 

OTC-ANN

 


Table of Contents

MFS® MID CAP GROWTH FUND

 

CONTENTS

 

Letter from the Chairman and CEO     1   
Portfolio composition     2   
Management review     3   
Performance summary     5   
Expense table     8   
Portfolio of investments     10   
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   
Federal tax information     47   
MFS ® privacy notice     48   
Contact information     back cover   

 

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE


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LOGO

 

LETTER FROM THE CHAIRMAN AND CEO

 

Dear Shareholders:

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

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

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

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

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

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

Respectfully,

 

LOGO

Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management®

October 17, 2012

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

 

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PORTFOLIO COMPOSITION

 

Portfolio structure

LOGO

 

Top ten holdings  
AMETEK, Inc.     2.1%   
Ross Stores, Inc.     2.1%   
American Tower Corp., REIT     1.9%   
MasterCard, Inc., “A”     1.8%   
Verisk Analytics, Inc., “A”     1.8%   
Airgas, Inc.     1.6%   
Urban Outfitters, Inc.     1.6%   
Cognizant Technology
Solutions Corp., “A”
    1.6%   
PetSmart, Inc.     1.5%   
Cabot Oil & Gas Corp.     1.5%   
Equity sectors  
Technology     15.0%   
Retailing     14.6%   
Health Care     12.6%   
Industrial Goods & Services     11.7%   
Special Products & Services     8.6%   
Energy     8.2%   
Basic Materials     5.5%   
Leisure     5.5%   
Autos & Housing     5.1%   
Financial Services     4.1%   
Consumer Staples     3.2%   
Utilities & Communications     2.4%   
Transportation     1.7%   
 

 

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

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

 

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MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2012, Class A shares of the MFS Mid Cap Growth Fund (the “fund”) provided a total return of 9.62%, at net asset value. This compares with a return of 11.72% for the fund’s benchmark, the Russell Midcap Growth Index.

Market Environment

At the beginning of the reporting period, markets were roiled by several global concerns. These included prospects of U.S. sovereign debt default and the long-term public debt profile, the path of eurozone integration and the scope of its bailout facilities, the likelihood of a Chinese hard landing, and the global supply chain disruption resulting from the Japanese earthquake. Amidst this turmoil, global equity markets declined sharply and credit spreads widened. At the same time, global consumer and producer sentiment indicators fell precipitously, while highly-rated sovereign bond yields hit multi-decade lows.

During the middle of the period, however, additional liquidity from the U.S. Federal Reserve (in the form of “Operation Twist”) and the European Central Bank (in the form of 3-year, Long Term Refinancing Operations, or LTROs), coupled with healthier global macroeconomic conditions, led by moderate but sustained U.S. growth, ushered in improved market dynamics.

Towards the end of the period, though, market trends were more mixed. Worsening conditions were driven by broadly weaker global macroeconomic indicators, as well as renewed concerns over the eurozone’s capacity and determination to address its ongoing crisis. However, broad market sentiment remained relatively resilient, as equity markets generally maintained gains and credit spreads did not indicate deterioration.

Detractors from Performance

Stock selection in the technology sector held back performance relative to the Russell Midcap Growth Index. Holdings of online digital photography company Shutterfly   ( b)(h) , security software provider Check Point Software Technologies  (b) (Israel), and session border controllers Acme Packet  (h) were among the fund’s top relative detractors for the reporting period. Shares of Acme Packet faced downward pressure as management lowered guidance on concerns that weaker spending trends by North American carriers could continue.

Stock selection in the industrial goods & services sector also had a negative impact on relative results, led by holdings of filtration and separation systems manufacturer Polypore International. Shares of Polypore underperformed as investors appeared to have been concerned about the potential impact to the company’s Energy Storage operations from the flood in Thailand and a change in Chinese environmental policy concerning the handling of lead in lead-acid battery production. Additionally, one of the firm’s customers announced plans to produce, in-house, the separators they currently purchase from Polypore which cut into the firm’s sales to producers of batteries used in electric cars.

Stocks in other sectors that hampered relative performance included energy company SM Energy and oil and natural gas exploration company Celtic Exploration  ( b) . A steady

 

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Management Review – continued

 

decline in natural gas prices adversely affected Celtic Exploration’s stock as nearly 80% of the firm’s production comes from natural gas. This, combined with a significant increase in costs via capital expenditures, left the company with a sizable loss. Not holding strong-performing gas pipeline company El Paso Corporation, and the timing of the fund’s ownership in shares of surgical systems manufacturer Intuitive Surgical, also hurt relative results.

The fund’s cash and/or cash equivalents position dampened relative performance. The fund strives to be fully invested and only holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.

Contributors to Performance

Stock selection in the retailing sector was a key driver for positive performance. Overweight positions in off-price retail apparel and home fashion store operator Ross Stores, specialty retailer of pet food and supplies PetSmart, and apparel retailer Urban Outfitters contributed to relative results as all three stocks significantly outperformed the benchmark during the reporting period. Shares of PetSmart rose as the company posted strong sales, strong incremental margins, and noted strength across all three merchandising categories, as well as across services.

Stock selection in the energy sector also aided relative performance during the reporting period. Within this sector, not holding poor-performing coal mining company Peabody Energy benefited relative results.

Stocks in other sectors that were among the fund’s top relative contributors included biotechnology firm Alexion Pharmaceuticals, aerospace components and systems supplier Goodrich  (h) , broadcast and communications tower management firm American Tower  (b) , information and analytical tool provider Verisk Analytics, and electronic instrument manufacturer AMETEK. Shares of AMETEK benefited from strong earnings results as net income hit an all-time high. The company also continued to complete strategic acquisitions, a key tenant of its corporate growth plan. The timing of the fund’s ownership in shares of internet TV show and movie subscription provider Netflix   ( h) also aided relative results.

Respectfully,

 

Eric Fischman   Paul Gordon
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.

 

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PERFORMANCE SUMMARY THROUGH 8/31/12

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

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

Growth of a Hypothetical $10,000 Investment

LOGO

 

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Performance Summary – continued

 

Total Returns through 8/31/12

Average annual without sales charge

 

      Share Class    Class inception date    1-yr    5-yr    10-yr    Life (t)      
    A    12/01/93    9.62%    (1.27)%    5.06%    N/A    
    B    12/01/93    8.69%    (2.03)%    4.27%    N/A    
    C    8/01/94    8.76%    (2.01)%    4.28%    N/A    
    I    1/02/97    9.79%    (1.04)%    5.33%    N/A    
    R1    4/01/05    8.72%    (2.03)%    N/A    1.10%    
    R2    10/31/03    9.32%    (1.54)%    N/A    2.27%    
    R3    4/01/05    9.55%    (1.31)%    N/A    1.85%    
    R4    4/01/05    9.98%    (1.08)%    N/A    2.11%    
    529A    7/31/02    9.48%    (1.43)%    4.84%    N/A    
    529B    7/31/02    8.83%    (2.10)%    4.11%    N/A    
    529C    7/31/02    8.78%    (2.12)%    4.11%    N/A    
Comparative benchmark                   
    Russell Midcap Growth Index (f)    11.72%    2.92%    9.97%    N/A    
Average annual with sales charge                   
    A
With Initial Sales Charge (5.75%)
   3.32%    (2.43)%    4.44%    N/A    
    B
With CDSC (Declining over six years from 4% to 0%) (x)
   4.69%    (2.42)%    4.27%    N/A    
    C
With CDSC (1% for 12 months) (x)
   7.76%    (2.01)%    4.28%    N/A    
    529A
With Initial Sales Charge (5.75%)
   3.19%    (2.59)%    4.22%    N/A    
    529B
With CDSC (Declining over six years from 4% to 0%) (x)
   4.83%    (2.49)%    4.11%    N/A    
    529C
With CDSC (1% for 12 months) (x)
   7.78%    (2.12)%    4.11%    N/A    

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

CDSC – Contingent Deferred Sales Charge.

 

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

 

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Performance Summary – continued

 

 

Benchmark Definition

Russell Midcap Growth Index – constructed to provide a comprehensive barometer for growth securities in the mid-cap segment of the U.S. equity universe. Companies in this index generally have higher price-to-book ratios and higher forecasted growth values.

It is not possible to invest directly in an index.

Notes to Performance Summary

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

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

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

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

 

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EXPENSE TABLE

Fund expenses borne by the shareholders during the period,

March 1, 2012 through August 31, 2012

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

 

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Expense Table – continued

 

Share
Class
       

Annualized
Expense

Ratio

  Beginning
Account Value
3/01/12
 

Ending

Account Value
8/31/12

   

Expenses

Paid During
Period (p)

3/01/12-8/31/12

 
A   Actual   1.24%   $1,000.00     $1,001.05        $6.24   
  Hypothetical (h)   1.24%   $1,000.00     $1,018.90        $6.29   
B   Actual   1.99%   $1,000.00     $996.54        $9.99   
  Hypothetical (h)   1.99%   $1,000.00     $1,015.13        $10.08   
C   Actual   1.99%   $1,000.00     $997.64        $9.99   
  Hypothetical (h)   1.99%   $1,000.00     $1,015.13        $10.08   
I   Actual   0.99%   $1,000.00     $1,002.03        $4.98   
  Hypothetical (h)   0.99%   $1,000.00     $1,020.16        $5.03   
R1   Actual   1.99%   $1,000.00     $996.52        $9.99   
  Hypothetical (h)   1.99%   $1,000.00     $1,015.13        $10.08   
R2   Actual   1.49%   $1,000.00     $998.92        $7.49   
  Hypothetical (h)   1.49%   $1,000.00     $1,017.65        $7.56   
R3   Actual   1.24%   $1,000.00     $1,001.05        $6.24   
  Hypothetical (h)   1.24%   $1,000.00     $1,018.90        $6.29   
R4   Actual   0.99%   $1,000.00     $1,002.07        $4.98   
  Hypothetical (h)   0.99%   $1,000.00     $1,020.16        $5.03   
529A   Actual   1.29%   $1,000.00     $1,000.00        $6.49   
  Hypothetical (h)   1.29%   $1,000.00     $1,018.65        $6.55   
529B   Actual   2.04%   $1,000.00     $997.65        $10.24   
  Hypothetical (h)   2.04%   $1,000.00     $1,014.88        $10.33   
529C   Actual   2.04%   $1,000.00     $996.40        $10.24   
  Hypothetical (h)   2.04%   $1,000.00     $1,014.88        $10.33   

 

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

 

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PORTFOLIO OF INVESTMENTS

8/31/12

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 - 98.2%                 
Issuer    Shares/Par     Value ($)  
    
Aerospace - 1.4%                 
BE Aerospace, Inc. (a)      158,110      $ 6,365,502   
TransDigm Group, Inc. (a)      57,970        8,035,801   
    

 

 

 
             $ 14,401,303   
Alcoholic Beverages - 0.9%                 
Beam, Inc.      150,730      $ 8,796,603   
Apparel Manufacturers - 1.8%                 
Carter’s, Inc. (a)      42,110      $ 2,345,948   
Guess?, Inc.      61,090        1,592,005   
Li & Fung Ltd.      2,624,000        4,281,574   
VF Corp.      65,030        9,928,780   
    

 

 

 
             $ 18,148,307   
Automotive - 2.9%                 
BorgWarner Transmission Systems, Inc. (a)      184,050      $ 12,658,959   
Delphi Automotive PLC (a)      286,910        8,690,504   
LKQ Corp. (a)      205,590        7,758,967   
    

 

 

 
             $ 29,108,430   
Biotechnology - 2.2%                 
Alexion Pharmaceuticals, Inc. (a)      139,630      $ 14,969,732   
Regeneron Pharmaceuticals, Inc. (a)      21,560        3,191,958   
ViroPharma, Inc. (a)      144,840        3,852,744   
    

 

 

 
             $ 22,014,434   
Broadcasting - 1.7%                 
CBS Corp., “B”      115,950      $ 4,213,623   
Discovery Communications, Inc., “A” (a)      234,866        12,880,051   
    

 

 

 
             $ 17,093,674   
Brokerage & Asset Managers - 2.3%                 
Affiliated Managers Group, Inc. (a)      124,170      $ 14,604,875   
Evercore Partners, Inc.      85,390        2,109,133   
IntercontinentalExchange, Inc. (a)      45,580        6,230,786   
    

 

 

 
             $ 22,944,794   
Business Services - 6.9%                 
Cognizant Technology Solutions Corp., “A” (a)      247,899      $ 15,934,948   
Concur Technologies, Inc. (a)      62,710        4,540,204   

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Common Stocks - continued                 
Business Services - continued                 
FleetCor Technologies, Inc. (a)      232,490      $ 10,038,918   
Gartner, Inc. (a)      197,850        9,771,812   
IHS, Inc., “A” (a)      23,270        2,653,711   
Jones Lang LaSalle, Inc.      120,740        8,708,976   
Verisk Analytics, Inc., “A” (a)      370,560        17,979,571   
    

 

 

 
             $ 69,628,140   
Cable TV - 0.8%                 
Charter Communications, Inc., “A” (a)      107,040      $ 8,327,712   
Chemicals - 0.7%                 
Celanese Corp.      186,900      $ 7,150,794   
Computer Software - 5.9%                 
Autodesk, Inc. (a)      121,820      $ 3,782,511   
Check Point Software Technologies Ltd. (a)      206,520        9,518,507   
Citrix Systems, Inc. (a)      100,680        7,821,829   
CommVault Systems, Inc. (a)      84,560        4,263,515   
Parametric Technology Corp. (a)      567,470        12,058,738   
Red Hat, Inc. (a)      91,930        5,151,757   
SolarWinds, Inc. (a)      140,570        7,714,482   
TIBCO Software, Inc. (a)      326,580        9,771,274   
    

 

 

 
             $ 60,082,613   
Computer Software - Systems - 2.2%                 
MICROS Systems, Inc. (a)      152,810      $ 7,741,355   
NetApp, Inc. (a)      108,950        3,760,954   
Qlik Technologies, Inc. (a)      318,140        6,728,661   
Verifone Systems, Inc. (a)      108,760        3,778,322   
    

 

 

 
             $ 22,009,292   
Construction - 2.2%                 
NVR, Inc. (a)      8,030      $ 6,650,285   
Sherwin-Williams Co.      26,540        3,797,343   
Stanley Black & Decker, Inc.      180,925        11,901,247   
    

 

 

 
             $ 22,348,875   
Consumer Products - 0.7%                 
Chr. Hansen Holding A/S      168,486      $ 5,028,287   
Nu Skin Enterprises, Inc., “A”      54,630        2,266,599   
    

 

 

 
             $ 7,294,886   

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Common Stocks - continued                 
Consumer Services - 1.7%                 
Anhanguera Educacional Participacoes S.A.      128,400      $ 1,910,914   
HomeAway, Inc. (a)      37,860        895,768   
Priceline.com, Inc. (a)      23,916        14,458,896   
    

 

 

 
             $ 17,265,578   
Containers - 2.2%                 
Ball Corp.      320,650      $         13,521,811   
Silgan Holdings, Inc.      219,800        9,216,214   
    

 

 

 
             $ 22,738,025   
Electrical Equipment - 5.9%                 
AMETEK, Inc.      614,392      $ 21,079,790   
Mettler-Toledo International, Inc. (a)      78,030        12,883,533   
MSC Industrial Direct Co., Inc., “A”      121,090        8,391,537   
Sensata Technologies Holding B.V. (a)      244,840        7,352,545   
TriMas Corp. (a)      105,640        2,271,260   
W.W. Grainger, Inc.      38,360        7,900,626   
    

 

 

 
             $ 59,879,291   
Electronics - 3.2%                 
Altera Corp.      289,200      $ 10,795,836   
Hittite Microwave Corp. (a)      58,285        3,052,385   
Linear Technology Corp.      227,340        7,507,904   
Microchip Technology, Inc.      319,270        11,094,633   
    

 

 

 
             $ 32,450,758   
Energy - Independent - 4.7%                 
Cabot Oil & Gas Corp.      368,650      $ 15,265,797   
Celtic Exploration Ltd. (a)      339,930        5,703,720   
Concho Resources, Inc. (a)      78,640        7,057,154   
EQT Corp.      94,310        5,088,968   
Pioneer Natural Resources Co.      43,400        4,225,424   
Range Resources Corp.      58,950        3,842,951   
SM Energy Co.      131,830        6,226,331   
    

 

 

 
             $ 47,410,345   
Engineering - Construction - 0.3%                 
Fluor Corp.      51,697      $ 2,662,396   
Entertainment - 0.3%                 
Six Flags Entertainment Corp.      47,000      $ 2,595,810   
Food & Beverages - 1.6%                 
Mead Johnson Nutrition Co., “A”      187,700      $ 13,764,041   
Want Want China Holdings Ltd.      2,358,000        2,927,460   
    

 

 

 
             $ 16,691,501   

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Common Stocks - continued                 
Gaming & Lodging - 0.7%                 
Royal Caribbean Cruises Ltd.      154,778      $ 4,182,102   
Sands China Ltd.      684,000        2,416,416   
    

 

 

 
             $ 6,598,518   
General Merchandise - 2.1%                 
Dollar General Corp. (a)      260,450      $ 13,301,182   
Five Below, Inc. (a)      240,990        7,745,419   
    

 

 

 
             $ 21,046,601   
Internet - 2.0%                 
LinkedIn Corp., “A” (a)      65,170      $ 6,992,741   
Rackspace Hosting, Inc. (a)      213,390        12,799,132   
    

 

 

 
             $ 19,791,873   
Leisure & Toys - 1.1%                 
Brunswick Corp.      139,120      $ 3,295,753   
Polaris Industries, Inc.      110,080        8,276,915   
    

 

 

 
             $ 11,572,668   
Machinery & Tools - 3.4%                 
Flowserve Corp.      39,080      $ 4,988,953   
Joy Global, Inc.      169,190        9,031,362   
Polypore International, Inc. (a)(l)      115,360        3,739,971   
Roper Industries, Inc.      52,560        5,402,642   
United Rentals, Inc. (a)      102,080        3,298,205   
WABCO Holdings, Inc. (a)      143,160        8,406,355   
    

 

 

 
             $ 34,867,488   
Medical & Health Technology & Services - 3.9%                 
Advisory Board Co. (a)      78,720      $ 3,489,658   
Catamaran Corp. (a)      133,440        11,629,296   
Cerner Corp. (a)      170,160        12,445,502   
IDEXX Laboratories, Inc. (a)      38,710        3,679,773   
Patterson Cos., Inc.      256,670        8,719,080   
    

 

 

 
             $ 39,963,309   
Medical Equipment - 5.1%                 
Cepheid, Inc. (a)      38,850      $ 1,466,199   
Cooper Cos., Inc.      127,865        10,721,480   
Covidien PLC      182,720        10,241,456   
Edwards Lifesciences Corp. (a)      95,610        9,762,737   
Endologix, Inc. (a)      349,660        4,185,430   
Intuitive Surgical, Inc. (a)      14,940        7,347,343   
Sirona Dental Systems, Inc. (a)      54,060        2,872,748   

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Common Stocks - continued                 
Medical Equipment - continued                 
Thermo Fisher Scientific, Inc.      97,270      $ 5,578,435   
    

 

 

 
             $ 52,175,828   
Network & Telecom - 1.7%                 
F5 Networks, Inc. (a)      30,870      $ 3,009,516   
Fortinet, Inc. (a)      533,410        14,140,699   
    

 

 

 
             $ 17,150,215   
Oil Services - 3.5%                 
Cameron International Corp. (a)      103,564      $ 5,665,986   
Core Laboratories N.V.      32,810        4,009,054   
Dresser-Rand Group, Inc. (a)      276,130        13,977,701   
FMC Technologies, Inc. (a)      210,550        9,862,162   
Lufkin Industries, Inc.      47,210        2,474,748   
    

 

 

 
             $ 35,989,651   
Other Banks & Diversified Financials - 1.8%                 
MasterCard, Inc., “A”      43,250      $ 18,290,425   
Pharmaceuticals - 1.4%                 
Auxilium Pharmaceuticals, Inc. (a)      107,670      $ 2,508,711   
Perrigo Co.      102,200        11,238,934   
    

 

 

 
             $ 13,747,645   
Pollution Control - 0.7%                 
Stericycle, Inc. (a)      33,710      $ 3,085,139   
Waste Connections, Inc.      152,395        4,411,835   
    

 

 

 
             $ 7,496,974   
Railroad & Shipping - 1.0%                 
Kansas City Southern Co.      129,310      $ 9,999,542   
Restaurants - 0.9%                 
Starbucks Corp.      187,420      $ 9,297,906   
Specialty Chemicals - 2.6%                 
Airgas, Inc.      199,130      $ 16,541,729   
Albemarle Corp.      74,800        4,093,804   
Rockwood Holdings, Inc.      120,740        5,715,832   
    

 

 

 
             $ 26,351,365   
Specialty Stores - 10.7%                 
American Eagle Outfitters, Inc.      180,710      $ 4,018,990   
AutoZone, Inc. (a)      35,570        12,863,535   

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Common Stocks - continued                 
Specialty Stores - continued                 
Bed Bath & Beyond, Inc. (a)      47,960      $ 3,221,473   
Children’s Place Retail Store, Inc. (a)      102,260        5,822,684   
O’Reilly Automotive, Inc. (a)      78,850        6,698,308   
PetSmart, Inc.      216,240        15,335,741   
Ross Stores, Inc.      303,710        21,013,695   
rue21, Inc. (a)      111,440        3,154,866   
Tiffany & Co.      179,950        11,147,903   
Tractor Supply Co.      91,510        8,737,375   
Urban Outfitters, Inc. (a)      426,790        16,021,697   
    

 

 

 
             $ 108,036,267   
Telecommunications - Wireless - 1.9%                 
American Tower Corp., REIT      275,350      $ 19,384,640   
Trucking - 0.7%                 
Expeditors International of Washington, Inc.      196,860      $ 7,207,045   
Utilities - Electric Power - 0.5%                 
CMS Energy Corp.      223,050      $ 5,145,764   
Total Common Stocks (Identified Cost, $849,296,560)            $ 995,157,285   
Collateral for Securities Loaned - 0.3%                 
Morgan Stanley Repurchase Agreement, 0.19%,
dated 8/31/2012, due 9/04/2012, total to be received $3,524,844 (secured by U.S. Treasury and Federal Agency obligations valued at $3,595,280 in an individually traded account), at Cost and Value
   $ 3,524,770      $ 3,524,770   
Money Market Funds - 1.2%                 
MFS Institutional Money Market Portfolio, 0.16%,
at Cost and Net Asset Value (v)
     12,080,387      $ 12,080,387   
Total Investments (Identified Cost, $864,901,717)            $ 1,010,762,442   
Other Assets, Less Liabilities - 0.3%              2,989,179   
Net Assets - 100.0%            $ 1,013,751,621   

 

(a) Non-income producing security.
(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.

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

 

PLC   Public Limited Company
REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

15


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/12

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, $852,821,330)

     $998,682,055   

Underlying affiliated funds, at cost and value

     12,080,387   

Total investments, at value, including $2,787,147 of securities on loan
(identified cost, $864,901,717)

     $1,010,762,442   

Receivables for

  

Investments sold

     11,017,943   

Fund shares sold

     234,053   

Interest and dividends

     633,127   

Other assets

     2,040   

Total assets

     $1,022,649,605   
Liabilities         

Payable to custodian

     $991   

Payables for

  

Investments purchased

     3,513,768   

Fund shares reacquired

     1,301,238   

Collateral for securities loaned, at value

     3,524,770   

Payable to affiliates

  

Investment adviser

     42,274   

Shareholder servicing costs

     372,302   

Distribution and service fees

     5,491   

Program manager fees

     5   

Payable for independent Trustees’ compensation

     35,410   

Accrued expenses and other liabilities

     101,735   

Total liabilities

     $8,897,984   

Net assets

     $1,013,751,621   
Net assets consist of         

Paid-in capital

     $1,150,639,066   

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

     145,860,769   

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

     (278,539,822

Accumulated net investment loss

     (4,208,392

Net assets

     $1,013,751,621   

Shares of beneficial interest outstanding

     104,127,403   

 

16


Table of Contents

Statement of Assets and Liabilities – continued

 

 

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

Class A

     $191,461,752         20,005,335         $9.57   

Class B

     18,917,706         2,191,209         8.63   

Class C

     28,646,774         3,394,151         8.44   

Class I

     764,857,189         77,457,365         9.87   

Class R1

     1,776,955         206,503         8.60   

Class R2

     4,357,425         469,894         9.27   

Class R3

     1,617,324         169,813         9.52   

Class R4

     255,578         26,354         9.70   

Class 529A

     1,231,404         131,631         9.35   

Class 529B

     243,226         28,623         8.50   

Class 529C

     386,288         46,525         8.30   

 

(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 $10.15 [100 / 94.25 x $9.57] and $9.92 [100 / 94.25 x $9.35], 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, and 529A.

See Notes to Financial Statements

 

17


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 8/31/12

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

     $4,632,291   

Interest

     145,980   

Dividends from underlying affiliated funds

     28,103   

Foreign taxes withheld

     (6,559

Total investment income

     $4,799,815   

Expenses

  

Management fee

     $7,050,875   

Distribution and service fees

     1,035,154   

Program manager fees

     1,743   

Shareholder servicing costs

     1,815,928   

Administrative services fee

     148,988   

Independent Trustees’ compensation

     20,110   

Custodian fee

     122,833   

Shareholder communications

     48,870   

Audit and tax fees

     51,234   

Legal fees

     13,145   

Miscellaneous

     164,425   

Total expenses

     $10,473,305   

Reduction of expenses by investment adviser and distributor

     (4,433

Net expenses

     $10,468,872   

Net investment loss

     $(5,669,057
Realized and unrealized gain (loss) on investments
and foreign currency
        

Realized gain (loss) (identified cost basis)

  

Investments

     $49,525,539   

Foreign currency

     137,288   

Net realized gain (loss) on investments and foreign currency

     $49,662,827   

Change in unrealized appreciation (depreciation)

  

Investments

     $46,882,554   

Translation of assets and liabilities in foreign currencies

     (1,288

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

     $46,881,266   

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

     $96,544,093   

Change in net assets from operations

     $90,875,036   

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  
     2012      2011  
Change in net assets              
From operations                  

Net investment loss

     $(5,669,057      $(3,646,147

Net realized gain (loss) on investments and
foreign currency

     49,662,827         127,578,052   

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

     46,881,266         39,213,756   

Change in net assets from operations

     $90,875,036         $163,145,661   

Change in net assets from fund share transactions

     $48,781,380         $(7,931,913

Total change in net assets

     $139,656,416         $155,213,748   
Net assets                  

At beginning of period

     874,095,205         718,881,457   

At end of period (including accumulated net investment
loss of $4,208,392 and $40,185, respectively)

     $1,013,751,621         $874,095,205   

See Notes to Financial Statements

 

19


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate 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  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $8.73        $7.12        $6.31        $9.21        $10.20   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.07     $(0.05     $(0.04     $(0.02     $(0.04

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

     0.91        1.66        0.85        (2.88     (0.95

Total from investment operations

     $0.84        $1.61        $0.81        $(2.90     $(0.99

Net asset value, end of period (x)

     $9.57        $8.73        $7.12        $6.31        $9.21   

Total return (%) (r)(s)(t)(x)

     9.62        22.61        12.84        (31.49     (9.71
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.26        1.28        1.34        1.42        1.31   

Expenses after expense reductions (f)

     1.25        1.28        1.34        1.42        1.31   

Net investment loss

     (0.74     (0.52     (0.60     (0.38     (0.39

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $191,462        $196,911        $167,816        $155,565        $295,672   

 

Class B    Years ended 8/31  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $7.94        $6.52        $5.82        $8.56        $9.56   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.12     $(0.10     $(0.09     $(0.06     $(0.11

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

     0.81        1.52        0.79        (2.68     (0.89

Total from investment operations

     $0.69        $1.42        $0.70        $(2.74     $(1.00

Net asset value, end of period (x)

     $8.63        $7.94        $6.52        $5.82        $8.56   

Total return (%) (r)(s)(t)(x)

     8.69        21.78        12.03        (32.01     (10.46
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.01        2.03        2.09        2.18        2.06   

Expenses after expense reductions (f)

     2.01        2.03        2.09        2.18        2.06   

Net investment loss

     (1.49     (1.24     (1.37     (1.11     (1.14

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $18,918        $24,759        $29,392        $46,214        $124,124   

See Notes to Financial Statements

 

20


Table of Contents

Financial Highlights – continued

 

Class C    Years ended 8/31  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $7.76        $6.38        $5.69        $8.36        $9.34   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.12     $(0.10     $(0.09     $(0.06     $(0.10

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

     0.80        1.48        0.78        (2.61     (0.88

Total from investment operations

     $0.68        $1.38        $0.69        $(2.67     $(0.98

Net asset value, end of period (x)

     $8.44        $7.76        $6.38        $5.69        $8.36   

Total return (%) (r)(s)(t)(x)

     8.76        21.63        12.13        (31.94     (10.49
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.01        2.03        2.09        2.17        2.06   

Expenses after expense reductions (f)

     2.01        2.03        2.09        2.17        2.06   

Net investment loss

     (1.49     (1.26     (1.35     (1.12     (1.14

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $28,647        $29,123        $26,724        $26,786        $47,725   

 

Class I    Years ended 8/31  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $8.99        $7.31        $6.46        $9.40        $10.40   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.05     $(0.02     $(0.03     $(0.01     $(0.01

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

     0.93        1.70        0.88        (2.93     (0.99

Total from investment operations

     $0.88        $1.68        $0.85        $(2.94     $(1.00

Net asset value, end of period (x)

     $9.87        $8.99        $7.31        $6.46        $9.40   

Total return (%) (r)(s)(x)

     9.79        22.98        13.16        (31.28     (9.62
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.00        1.03        1.09        1.17        1.06   

Expenses after expense reductions (f)

     1.00        1.03        1.09        1.17        1.06   

Net investment loss

     (0.49     (0.27     (0.35     (0.13     (0.13

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $764,857        $613,721        $486,162        $458,652        $546,398   

See Notes to Financial Statements

 

21


Table of Contents

Financial Highlights – continued

 

Class R1    Years ended 8/31  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $7.91        $6.50        $5.80        $8.53        $9.53   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.12     $(0.10     $(0.09     $(0.06     $(0.11

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

     0.81        1.51        0.79        (2.67     (0.89

Total from investment operations

     $0.69        $1.41        $0.70        $(2.73     $(1.00

Net asset value, end of period (x)

     $8.60        $7.91        $6.50        $5.80        $8.53   

Total return (%) (r)(s)(x)

     8.72        21.69        12.07        (32.00     (10.49
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.01        2.03        2.09        2.17        2.11   

Expenses after expense reductions (f)

     2.01        2.03        2.09        2.17        2.11   

Net investment loss

     (1.49     (1.26     (1.35     (1.13     (1.17

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $1,777        $1,861        $1,811        $1,844        $2,632   

 

Class R2    Years ended 8/31  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $8.48        $6.94        $6.16        $9.01        $10.02   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.09     $(0.07     $(0.06     $(0.03     $(0.06

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

     0.88        1.61        0.84        (2.82     (0.95

Total from investment operations

     $0.79        $1.54        $0.78        $(2.85     $(1.01

Net asset value, end of period (x)

     $9.27        $8.48        $6.94        $6.16        $9.01   

Total return (%) (r)(s)(x)

     9.32        22.19        12.66        (31.63     (10.08
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.51        1.53        1.59        1.67        1.60   

Expenses after expense reductions (f)

     1.51        1.53        1.59        1.67        1.60   

Net investment loss

     (0.99     (0.76     (0.85     (0.61     (0.65

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $4,357        $4,614        $4,143        $4,233        $7,216   

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class R3    Years ended 8/31  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $8.69        $7.09        $6.28        $9.17        $10.17   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.07     $(0.04     $(0.04     $(0.02     $(0.04

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

     0.90        1.64        0.85        (2.87     (0.96

Total from investment operations

     $0.83        $1.60        $0.81        $(2.89     $(1.00

Net asset value, end of period (x)

     $9.52        $8.69        $7.09        $6.28        $9.17   

Total return (%) (r)(s)(x)

     9.55        22.57        12.90        (31.52     (9.83
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.25        1.28        1.34        1.43        1.36   

Expenses after expense reductions (f)

     1.25        1.28        1.34        1.42        1.36   

Net investment loss

     (0.74     (0.49     (0.61     (0.39     (0.44

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $1,617        $1,364        $1,478        $1,544        $2,732   

 

Class R4    Years ended 8/31  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $8.82        $7.18        $6.34        $9.24        $10.24   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.05     $(0.02     $(0.03     $(0.01     $(0.02

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

     0.93        1.66        0.87        (2.89     (0.98

Total from investment operations

     $0.88        $1.64        $0.84        $(2.90     $(1.00

Net asset value, end of period (x)

     $9.70        $8.82        $7.18        $6.34        $9.24   

Total return (%) (r)(s)(x)

     9.98        22.84        13.25        (31.39     (9.77
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.00        1.03        1.09        1.12        1.10   

Expenses after expense reductions (f)

     1.00        1.03        1.09        1.11        1.10   

Net investment loss

     (0.49     (0.27     (0.35     (0.07     (0.19

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $256        $199        $159        $136        $14,351   

See Notes to Financial Statements

 

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Financial Highlights – continued

 

Class 529A    Years ended 8/31  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $8.54        $6.97        $6.18        $9.04        $10.05   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.07     $(0.05     $(0.05     $(0.03     $(0.06

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

     0.88        1.62        0.84        (2.83     (0.95

Total from investment operations

     $0.81        $1.57        $0.79        $(2.86     $(1.01

Net asset value, end of period (x)

     $9.35        $8.54        $6.97        $6.18        $9.04   

Total return (%) (r)(s)(t)(x)

     9.48        22.53        12.78        (31.64     (10.05
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     1.35        1.38        1.44        1.57        1.60   

Expenses after expense reductions (f)

     1.30        1.37        1.44        1.56        1.60   

Net investment loss

     (0.79     (0.62     (0.69     (0.52     (0.67

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $1,231        $949        $685        $507        $665   

 

Class 529B    Years ended 8/31  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $7.81        $6.42        $5.73        $8.45        $9.45   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.12     $(0.11     $(0.09     $(0.07     $(0.12

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

     0.81        1.50        0.78        (2.65     (0.88

Total from investment operations

     $0.69        $1.39        $0.69        $(2.72     $(1.00

Net asset value, end of period (x)

     $8.50        $7.81        $6.42        $5.73        $8.45   

Total return (%) (r)(s)(t)(x)

     8.83        21.65        12.04        (32.19     (10.58
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.11        2.13        2.19        2.25        2.25   

Expenses after expense reductions (f)

     2.06        2.12        2.19        2.25        2.25   

Net investment loss

     (1.54     (1.34     (1.44     (1.27     (1.32

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $243        $264        $271        $219        $170   

See Notes to Financial Statements

 

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Class 529C    Years ended 8/31  
     2012     2011     2010     2009     2008  

Net asset value, beginning of period

     $7.63        $6.28        $5.61        $8.26        $9.24   
Income (loss) from investment operations                                   

Net investment loss (d)

     $(0.12     $(0.11     $(0.09     $(0.06     $(0.12

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

     0.79        1.46        0.76        (2.59     (0.86

Total from investment operations

     $0.67        $1.35        $0.67        $(2.65     $(0.98

Net asset value, end of period (x)

     $8.30        $7.63        $6.28        $5.61        $8.26   

Total return (%) (r)(s)(t)(x)

     8.78        21.50        11.94        (32.08     (10.61
Ratios (%) (to average net assets)
and Supplemental data:
                                   

Expenses before expense reductions (f)

     2.10        2.13        2.19        2.27        2.25   

Expenses after expense reductions (f)

     2.05        2.12        2.19        2.27        2.25   

Net investment loss

     (1.54     (1.37     (1.45     (1.24     (1.32

Portfolio turnover

     63        86        78        141        86   

Net assets at end of period (000 omitted)

     $386        $330        $239        $205        $281   

 

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

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment.

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

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

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

 

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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

 

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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, 2012 in valuing the fund’s assets or liabilities:

 

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

United States

     $951,741,112         $—         $—         $951,741,112   

Canada

     17,333,016                         17,333,016   

Israel

     9,518,507                         9,518,507   

Hong Kong

     2,416,416         4,281,574                 6,697,990   

Denmark

     5,028,286                         5,028,286   

China

             2,927,460                 2,927,460   

Brazil

     1,910,914                         1,910,914   
Short Term Securities              3,524,770                 3,524,770   
Mutual Funds      12,080,387                         12,080,387   
Total Investments      $1,000,028,638         $10,733,804         $—         $1,010,762,442   

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

Of the level 2 investments presented above, equity investments amounting to $2,927,460 would have been considered level 1 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.

Repurchase Agreements – The fund entered into repurchase agreements with approved counterparties. Each repurchase agreement is recorded at cost. The fund requires that the securities collateral in a repurchase transaction be transferred to a custodian. The fund monitors, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the fund under each such repurchase agreement.

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

Security Loans – JPMorgan Chase and Co. (“Chase”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by

 

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Notes to Financial Statements – continued

 

the fund. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. Chase provides the fund with indemnification against Borrower default. The fund bears the risk of loss with respect to the investment of cash collateral. On loans collateralized by cash, the cash collateral is invested in short-term securities. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is included in “Interest” income on the Statement of Operations. The dividend and 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 recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date.

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

Fees Paid Indirectly – The fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. For the year ended August 31, 2012, 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. Foreign taxes have been accrued by the fund in the accompanying financial statements.

 

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Notes to Financial Statements – continued

 

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

Book/tax differences primarily relate to net operating losses.

The fund declared no distributions for the years ended August 31, 2012 and August 31, 2011.

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

 

As of 8/31/12       
Cost of investments      $865,359,483   
Gross appreciation      177,556,552   
Gross depreciation      (32,153,593
Net unrealized appreciation (depreciation)      $145,402,959   
Capital loss carryforwards      (262,415,197
Post-October capital loss deferral      (15,666,859
Late year ordinary loss deferral      (4,172,179
Other temporary differences      (36,169

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after August 31, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of August 31, 2012, the fund had capital loss carryforwards available to offset future realized gains. Such losses expire as follows:

 

Pre-enactment losses:       
8/31/17      $(22,350,946
8/31/18      (240,064,251
Total      $(262,415,197

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

 

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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.

(3) Transactions with Affiliates

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

 

First $3 billion of average daily net assets      0.75
Average daily net assets in excess of $3 billion      0.70

The investment adviser has agreed in writing to reduce its management fee to 0.70% of average daily net assets in excess of $1 billion. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2013. For the year ended August 31, 2012, the fund’s average daily net assets did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement.

The management fee incurred for the year ended August 31, 2012 was equivalent to an annual effective rate of 0.75% of the fund’s average daily net assets.

Effective January 1, 2013, the investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, exclusive of interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses such that total annual fund operating expenses do not exceed the following rates annually of each class’ average daily net assets.

 

Classes  
A   B     C     I     R1     R2     R3     R4     529A     529B     529C  

1.30%

    2.05%        2.05%        1.05%        2.05%        1.55%        1.30%        1.05%        1.35%        2.10%        2.10%   

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2013.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $17,340 and $1,190 for the year ended August 31, 2012, 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 class shares pursuant to Rule 12b-1 of the Investment Company Act of 1940.

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

 

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Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A              0.25%         0.25%         0.25%         $483,099   
Class B      0.75%         0.25%         1.00%         1.00%         214,931   
Class C      0.75%         0.25%         1.00%         1.00%         284,470   
Class R1      0.75%         0.25%         1.00%         1.00%         17,746   
Class R2      0.25%         0.25%         0.50%         0.50%         22,152   
Class R3              0.25%         0.25%         0.25%         3,737   
Class 529A              0.25%         0.25%         0.25%         2,804   
Class 529B      0.75%         0.25%         1.00%         1.00%         2,560   
Class 529C      0.75%         0.25%         1.00%         1.00%         3,655   
Total Distribution and Service Fees               $1,035,154   

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’ average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2012 based on each class’ average daily net assets.

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

 

     Amount  
Class A      $290   
Class B      31,486   
Class C      2,253   
Class 529B        
Class 529C      18   

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 continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2013, after which MFD may eliminate this waiver without a vote of the fund’s Board of Trustees. For the year ended August 31, 2012, this waiver amounted to $872 and is reflected as a reduction of total expenses in the Statement of Operations. The program manager fee incurred for the year ended August 31, 2012

 

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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, 2012, were as follows:

 

     Fee      Waiver  
Class 529A      $1,122         $561   
Class 529B      256         128   
Class 529C      365         183   
Total Program Manager Fees and Waivers      $1,743         $872   

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, 2012, the fee was $451,985, which equated to 0.0481% 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, 2012, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $461,138.

Under a Special Servicing Agreement among MFS, each MFS fund which invests in other MFS funds (“MFS fund-of-funds”) and certain underlying funds in which a MFS fund-of-funds invests (“underlying funds”), each underlying fund may pay a portion of each MFS fund-of-fund’s transfer agent-related expenses, including sub-accounting fees payable to financial intermediaries, to the extent such payments do not exceed the benefits realized or expected to be realized by the underlying fund from the investment in the underlying fund by the MFS fund-of-fund. For the year ended August 31, 2012, these costs for the fund amounted to $902,805 and are reflected in the “Shareholder servicing costs” on the Statement of Operations.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund partially reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2012 was equivalent to an annual effective rate of 0.0159% 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.

 

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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 $476 and the Retirement Deferral plan resulted in a net decrease in expense of $436. Both amounts are included in independent Trustees’ compensation for the year ended August 31, 2012. The liability for deferred retirement benefits payable to certain independent Trustees under both plans amounted to $35,218 at August 31, 2012, and is included in “Payable for independent Trustees’ compensation” on the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the year ended August 31, 2012, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $8,152 and are included in “Miscellaneous” expense on the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $3,561, which is shown as a reduction of total expenses in the Statement of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.

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

(4) Portfolio Securities

Purchases and sales of investments, other than U.S. Government securities, and short-term obligations, aggregated $636,497,330 and $573,582,061, respectively.

 

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(5) Shares of Beneficial Interest

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

 

     Year ended
8/31/12
     Year ended
8/31/11
 
     Shares      Amount      Shares      Amount  
Shares sold            

Class A

     2,032,933         $18,532,245         5,005,133         $45,400,449   

Class B

     212,845         1,756,764         363,011         2,991,748   

Class C

     363,151         2,980,036         513,974         4,173,987   

Class I

     12,928,071         118,457,281         7,796,869         72,730,584   

Class R1

     34,162         286,774         37,218         301,726   

Class R2

     55,115         488,631         117,941         1,037,362   

Class R3

     29,607         264,375         28,598         255,488   

Class R4

     4,342         39,044         800         7,337   

Class 529A

     30,739         267,872         27,640         242,126   

Class 529B

     752         6,169         711         5,733   

Class 529C

     11,363         89,242         11,260         90,207   
     15,703,080         $143,168,433         13,903,155         $127,236,747   
Shares reacquired            

Class A

     (4,581,043      $(41,597,617      (6,014,518      $(54,199,196

Class B

     (1,141,720      (9,393,380      (1,749,770      (14,297,502

Class C

     (723,180      (5,790,321      (951,525      (7,579,728

Class I

     (3,769,861      (35,593,703      (5,990,919      (55,940,544

Class R1

     (62,916      (516,442      (80,607      (661,166

Class R2

     (129,275      (1,136,338      (171,253      (1,513,711

Class R3

     (16,829      (149,087      (80,138      (716,981

Class R4

     (489      (4,563      (433      (4,176

Class 529A

     (10,174      (92,259      (14,843      (132,039

Class 529B

     (5,940      (47,367      (9,171      (74,016

Class 529C

     (8,116      (65,976      (6,033      (49,601
     (10,449,543      $(94,387,053      (15,069,210      $(135,168,660
Net change            

Class A

     (2,548,110      $(23,065,372      (1,009,385      $(8,798,747

Class B

     (928,875      (7,636,616      (1,386,759      (11,305,754

Class C

     (360,029      (2,810,285      (437,551      (3,405,741

Class I

     9,158,210         82,863,578         1,805,950         16,790,040   

Class R1

     (28,754      (229,668      (43,389      (359,440

Class R2

     (74,160      (647,707      (53,312      (476,349

Class R3

     12,778         115,288         (51,540      (461,493

Class R4

     3,853         34,481         367         3,161   

Class 529A

     20,565         175,613         12,797         110,087   

Class 529B

     (5,188      (41,198      (8,460      (68,283

Class 529C

     3,247         23,266         5,227         40,606   
     5,253,537         $48,781,380         (1,166,055      $(7,931,913

 

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Notes to Financial Statements – continued

 

The fund is one of several mutual funds in which the MFS funds-of-funds may invest. The MFS funds-of-funds do not invest in the underlying MFS funds for the purpose of exercising management or control. At the end of the period, the MFS Lifetime 2030 Fund, the MFS Conservative Allocation Fund, the MFS Aggressive Growth Fund, the MFS Moderate Allocation Fund, and the MFS Growth Allocation Fund were the owners of record of approximately 1%, 8%, 11%, 25%, and 27%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime Retirement Fund, the MFS Lifetime 2010 Fund, the MFS Lifetime 2020 Fund, the MFS Lifetime 2040 Fund, and the MFS Lifetime 2050 Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2012, the fund’s commitment fee and interest expense were $6,508 and $0, respectively, and are included in “Miscellaneous” expense on the Statement of Operations.

(7) Transactions in Underlying Affiliated Funds-Affiliated Issuers

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

 

Underlying Affiliated Fund    Beginning
Shares/Par
Amount
     Acquisitions
Shares/Par
Amount
     Dispositions
Shares/Par
Amount
   

Ending
Shares/

Par Amount

 
MFS Institutional Money
Market Portfolio
     28,137,457         227,282,110         (243,339,180     12,080,387   
Underlying Affiliated Fund    Realized
Gain (Loss)
     Capital Gain
Distributions
     Dividend
Income
    Ending
Value
 
MFS Institutional Money
Market Portfolio
     $—         $—         $28,103        $12,080,387   

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust IV and the Shareholders of MFS Mid Cap Growth Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Mid Cap Growth Fund (one of the portfolios comprising MFS Series Trust IV) (the “Fund”) as of August 31, 2012, 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, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Mid Cap Growth Fund as of August 31, 2012, 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.

D ELOITTE  & T OUCHE LLP

Boston, Massachusetts

October 17, 2012

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and officers of the Trust, as of October 1, 2012, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and officer is 500 Boylston Street, Boston, Massachusetts 02116.

 

Name, 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 48)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Chief Executive Officer and Director; President (until December 2009); Chief Investment Officer (until July 2010)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 70)
  Trustee and Chair of Trustees   January 2004   Retired; Cleveland-Cliffs Inc. (mining products and service provider), Vice Chairman/Director (until 2007)   Lincoln Electric Holdings, Inc. (welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting), Director/Non-Executive Chairman; Portman Limited (mining), Director (until 2008)
Robert E. Butler
(age 70)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A

Maureen R. Goldfarb

(age 57)

  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 71)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman   Atlantic Coast Tan (tanning salons), Vice Chairman (until 2007); Texas Donuts (donut franchise), Vice Chairman (until 2010)
Michael Hegarty
(age 67)
  Trustee   December 2004   Private investor   N/A

John P. Kavanaugh

(age 57)

  Trustee   January 2009   Private investor   N/A

 

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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)

J. Dale Sherratt
(age 74)
  Trustee   June 1989   Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General Partner   N/A
Laurie J. Thomsen
(age 55)
  Trustee   March 2005   Private investor; New Profit, Inc. (venture philanthropy), Executive Partner (until 2010)   The Travelers Companies (insurance), Director
Robert W. Uek
(age 71)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS        

John M. Corcoran  (k)

(age 47)

  President   October 2008   Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until September 2008)   N/A
Christopher R. Bohane  (k)
(age 38)
  Assistant Secretary and Assistant Clerk   July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kino Clark  (k)

(age 44)

 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A

Thomas H. Connors  (k)

(age 53)

 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Asset Management, Director and Senior Counsel (until 2012)

  N/A

 

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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)

Ethan D. Corey  (k)
(age 48)
  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 44)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A
Robyn L. Griffin
(age 37)
  Assistant
Independent
Chief Compliance
Officer
  August 2008   Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice President (October 2006 – July 2008);   N/A

Brian E. Langenfeld  (k)

(age 39)

  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Susan S. Newton  (k)

(age 62)

  Assistant
Secretary and Assistant Clerk
  May 2005   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A
Susan A. Pereira  (k)
(age 41)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kasey L. Phillips  (k)

(age 41)

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

 

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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 60)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A
Frank L. Tarantino
(age 68)
  Independent
Chief Compliance Officer
  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel  (k)
(age 42)
  Assistant Secretary and Assistant Clerk   October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A
James O. Yost  (k)
(age 52)
 

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. For the period October 2008, until January 2012, Mr. Corcoran served as Treasurer of the Funds. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of position with MFS. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.

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

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of January 1, 2012, the Trustees served as board members of 131 funds within the MFS Family of Funds.

 

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Trustees and Officers – continued

 

The Statement of Additional Information for the 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
500 Boylston Street
Boston, MA 02116-3741
 

JPMorgan Chase Bank

One Chase Manhattan Plaza

New York, NY 10081

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
500 Boylston Street
Boston, MA 02116-3741
 

Deloitte & Touche LLP

200 Berkeley Street
Boston, MA 02116

Portfolio Managers  

Eric Fischman

 

Paul Gordon

 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2012 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2011 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management

 

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Board Review of Investment Advisory Agreement – continued

 

and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2011, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 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 4th quintile for the one-year period and the 5th quintile for the five-year period ended December 31, 2011 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In addition to considering the performance information provided in connection with the contract review meetings, the independent Trustees noted that, in light of the Fund’s substandard relative performance at the time of their contract review meetings in 2011, 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 independent Trustees further noted that the Fund’s three-year performance as compared to its Lipper performance universe improved for the period ended December 31, 2011, 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

 

44


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

Lipper Inc. The Trustees considered that MFS has agreed to implement an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the Lipper data (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Lipper expense group median.

The Trustees also considered the advisory fees charged by MFS to institutional accounts, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund in comparison to institutional accounts, the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.

The Trustees also considered whether the Fund is likely to benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $3 billion and that MFS has agreed in writing to reduce its advisory fee on average daily net assets over $1 billion, which may not be changed without the Trustees’ approval. The Trustees concluded that the existing breakpoints were sufficient to allow the Fund to benefit from economies of scale as its assets grow.

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

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

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

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services

 

45


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

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

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

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

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

 

46


Table of Contents

PROXY VOTING POLICIES AND INFORMATION

A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at  http://www.sec.gov .

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at  http://www.sec.gov .

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site ( mfs.com ). This information is available by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of mfs.com .

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2012 income tax forms in January 2013.

 

47


Table of Contents

rev. 3/11

 

 
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 .

 

48


Table of Contents
Page 2  

 

 

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

 

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 and other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

affiliates from using your information to market to you

sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint Marketing  

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

 

MFS doesn t jointly market.

 

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

 

49


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, 2012

 

LOGO

 

MFS® MONEY MARKET FUND

MFS® GOVERNMENT

MONEY MARKET FUND

 

LOGO

 

MCM-ANN

 


Table of Contents

MFS® MONEY MARKET FUND

MFS® GOVERNMENT MONEY MARKET FUND

 

CONTENTS

 

Letter from the Chairman and CEO     1   
Portfolio composition     2   
Performance summary     4   
Expense tables     5   
Portfolios of investments     7   
Statements of assets and liabilities     11   
Statements of operations     13   
Statements of changes in net assets     15   
Financial highlights     17   
Notes to financial statements     19   
Report of independent registered public accounting firm     25   
Trustees and officers     26   
Board review of investment advisory agreement     31   
Proxy voting policies and information     39   
Quarterly portfolio disclosure     39   
Further information     39   
Federal tax information     39   
MFS ® privacy notice     40   
Contact information    back cover   

 

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE


Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN AND CEO

 

Dear Shareholders:

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

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

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

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

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

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

Respectfully,

 

LOGO

Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management®

October 17, 2012

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

MFS MONEY MARKET FUND

Portfolio structure (u)

 

LOGO

 

Composition including fixed income credit quality (a)(u)  
A-1+     4.7%   
A-1     90.3%   
A-2     5.1%   
Not Rated     0.0%   
Cash & Other     (0.1)%   
Maturity breakdown (u)  
0 - 7 days     23.3%   
8 - 29 days     33.4%   
30 - 59 days     8.0%   
60 - 89 days     18.2%   
90 - 365 days     17.2%   
Other Assets Less Liabilities     (0.1)%   

MFS GOVERNMENT MONEY MARKET FUND

Portfolio structure (u)

 

LOGO

 

Composition including fixed income credit quality (a)(u)  
A-1+     5.7%   
A-1     84.5%   
A-2     10.0%   
Not Rated     0.0%   
Cash & Other     (0.2)%   
Maturity breakdown (u)  
0 - 7 days     31.1%   
8 - 29 days     18.9%   
30 - 59 days     10.6%   
60 - 89 days     13.7%   
90 - 365 days     25.9%   
Other Assets Less Liabilities     (0.2)%   
 

 

2


Table of Contents

Portfolio Composition – continued

 

 

(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. Cash & Other portfolio assets that are not securities are not included in the categories mentioned above. 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 8/31/12.

 

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

 

3


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/12

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 each 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 either 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.

 

MFS Money Market Fund   MFS Government Money Market Fund
Inception:    12/19/75   Inception:    2/26/82
1-Year Total Return
(without sales charge):    0.00%
  1-Year Total Return
(without sales charge):    0.00%
Current 7-day yield:    0.00%   Current 7-day yield:    0.00%

Yields quoted are based on the latest seven days ended as of August 31, 2012, with dividends annualized. The yield quotations more closely reflect the current earnings of the funds than the total return quotations. Shares of the funds can be purchased at net asset value without a sales charge. Certain shares of each fund acquired through an exchange may be subject to a contingent deferred sales charge upon redemption depending on when the shares exchanged were originally purchased. See the notes to financial statements for more details.

Notes to Performance Summary

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 TABLES

Fund expenses borne by the shareholders during the period,

March 1, 2012 through August 31, 2012

As a shareholder of the funds, 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; and other fund expenses.

These examples are intended to help you understand your ongoing costs (in dollars) of investing in the funds and to compare these costs with the ongoing costs of investing in other mutual funds.

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

Actual Expenses

The first line in the following tables 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 in the following tables 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 funds 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 tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line in the following tables 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 Tables – continued

 

MFS MONEY MARKET FUND

 

            Annualized
Expense
Ratio
   

Beginning
Account Value

3/01/12

    Ending
Account Value
8/31/12
    Expenses
Paid During
Period (p)
3/01/12-8/31/12
 
A   Actual     0.16%        $1,000.00        $1,000.00        $0.80   
  Hypothetical (h)     0.16%        $1,000.00        $1,024.33        $0.81   

MFS GOVERNMENT MONEY MARKET FUND

 

            Annualized
Expense
Ratio
    Beginning
Account Value
3/01/12
    Ending
Account Value
8/31/12
    Expenses
Paid During
Period (p)
3/01/12-8/31/12
 
A   Actual     0.13%        $1,000.00        $1,000.00        $0.65   
  Hypothetical (h)     0.13%        $1,000.00        $1,024.48        $0.66   

 

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

Expense Changes Impacting the 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

PORTFOLIOS OF INVESTMENTS

8/31/12

These Portfolios of Investments are a complete list of all securities owned by your fund. They are categorized by broad-based asset classes.

MFS MONEY MARKET FUND

 

Certificates of Deposit - 20.1%   
Issuer    Shares/Par     Value ($)  
    
Major Banks - 14.9%   
Bank of Montreal/Chicago Branch, 0.17%, due 9/13/12    $ 4,450,000      $ 4,450,000   
Bank of Montreal/Chicago Branch, 0.19%, due 9/13/12      3,500,000        3,500,000   
Bank of Nova Scotia/Houston Branch, 0.27%, due 2/01/13      4,860,000        4,860,000   
Canadian Imperial Bank of Commerce/New York Branch, 0.29%, due 1/22/13      16,460,000        16,460,000   
National Australia Bank/New York Branch, 0.27%, due 2/19/13      11,000,000        11,000,000   
Toronto-Dominion Bank, 0.15%, due 9/12/12      5,892,000        5,892,000   
Westpac Banking Corp./New York Branch, 0.25%, due 9/17/12      14,115,000        14,115,000   
    

 

 

 
      $ 60,277,000   
Other Banks & Diversified Financials - 5.2%                 
Branch Banking & Trust Co., 0.28%, due 11/16/12    $ 4,440,000      $ 4,440,000   
Mizuho Corporate Bank (USA)/New York Branch, 0.34%, due 11/21/12      4,900,000        4,900,000   
Mizuho Corporate Bank (USA)/New York Branch, 0.36%, due 9/18/12      7,880,000        7,880,000   
Mizuho Corporate Bank (USA)/New York Branch, 0.36%, due 10/18/12      3,650,000        3,650,000   
    

 

 

 
      $ 20,870,000   
Total Certificates of Deposit, at Cost and Value            $ 81,147,000   
Commercial Paper (y) - 43.0%                 
Automotive - 1.3%                 
American Honda Finance Corp., 0.18%, due 9/05/12    $ 1,416,000      $ 1,415,972   
Toyota Motor Credit Corp., 0.17%, due 10/29/12      3,671,000        3,669,995   
    

 

 

 
      $ 5,085,967   
Conglomerates - 6.5%                 
Siemens Capital Corp., 0.17%, due 9/17/12 (t)    $ 10,085,000      $ 10,084,238   
United Technologies Corp., 0.14%, due 9/24/12 (t)      12,109,000        12,107,917   
United Technologies Corp., 0.2%, due 9/24/12 (t)      4,179,000        4,178,466   
    

 

 

 
      $ 26,370,621   
Financial Institutions - 4.1%                 
General Electric Capital Corp., 0.23%, due 12/11/12    $ 16,320,000      $ 16,309,469   
Food & Beverages - 8.9%                 
Anheuser-Busch InBev S.A., 0.22%, due 10/05/12 (t)    $ 1,879,000      $ 1,878,610   
Anheuser-Busch InBev S.A., 0.25%, due 10/29/12 (t)      644,000        643,739   
Anheuser-Busch InBev S.A., 0.35%, due 11/26/12 (t)      470,000        469,607   

 

7


Table of Contents

Portfolios of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Commercial Paper (y) - continued   
Food & Beverages - continued                 
Anheuser-Busch InBev S.A., 0.35%, due 11/27/12 (t)    $ 13,300,000      $ 13,288,750   
Coca-Cola Co., 0.21%, due 9/04/12 (t)      4,888,000        4,887,914   
Coca-Cola Co., 0.23%, due 10/09/12 (t)      10,644,000        10,641,416   
Coca-Cola Co., 0.25%, due 10/15/12 (t)      1,200,000        1,199,633   
Pepsico, Inc., 0.13%, due 9/10/12 (t)      2,761,000        2,760,910   
    

 

 

 
      $ 35,770,579   
Machinery & Tools - 2.8%                 
Deere and Co., 0.14%, due 9/20/12 (t)    $ 11,448,000      $ 11,447,154   
Major Banks - 9.8%                 
ANZ National (International) Ltd., 0.35%, due 1/25/13 (t)    $ 8,090,000      $ 8,078,517   
JPMorgan Chase & Co., 0.25%, due 10/16/12      1,835,000        1,834,427   
JPMorgan Chase & Co., 0.25%, due 10/24/12      5,913,000        5,910,824   
JPMorgan Chase & Co., 0.3%, due 1/24/13      3,629,000        3,624,615   
National Australia Funding (Delaware), Inc., 0.28%, due 2/19/13 (t)      3,878,000        3,872,842   
Wells Fargo & Co., 0.16%, due 11/19/12      11,000,000        10,996,138   
Wells Fargo & Co., 0.16%, due 11/20/12      5,197,000        5,195,152   
    

 

 

 
      $ 39,512,515   
Pharmaceuticals - 6.3%                 
Novartis Finance Corp., 0.13%, due 9/05/12 (t)    $ 9,094,000      $ 9,093,869   
Sanofi, 0.15%, due 9/26/12 (t)      16,288,000        16,286,303   
    

 

 

 
      $ 25,380,172   
Tobacco - 3.3%                 
Philip Morris International, Inc., 0.16%, due 9/05/12 (t)    $ 291,000      $ 290,995   
Philip Morris International, Inc., 0.17%, due 9/28/12 (t)      13,195,000        13,193,318   
    

 

 

 
      $ 13,484,313   
Total Commercial Paper, at Amortized Cost and Value      $ 173,360,790   
U.S. Government Agencies and Equivalents (y) - 17.6%           
Federal Home Loan Bank, 0.12%, due 9/26/12    $ 16,280,000      $ 16,278,643   
Federal Home Loan Bank, 0.115%, due 10/12/12      2,800,000        2,799,633   
Federal Home Loan Bank, 0.14%, due 11/02/12      16,965,000        16,960,910   
Federal Home Loan Bank, 0.135%, due 11/09/12      380,000        379,902   
Federal Home Loan Bank, 0.145%, due 11/16/12      16,890,000        16,884,830   
Freddie Mac, 0.155%, due 9/24/12      12,447,000        12,445,767   
Freddie Mac, 0.155%, due 2/19/13      5,000,000        4,996,319   
Total U.S. Government Agencies and Equivalents,
at Amortized Cost and Value
           $ 70,746,004   

 

8


Table of Contents

Portfolios of Investments – continued

 

Floating Rate Demand Notes - 4.3%                 
Issuer    Shares/Par     Value ($)  
    
East Baton Rouge, LA, Pollution Control Rev. (Exxon Mobil Corp.), 0.16%, 9/04/12    $ 8,700,000      $ 8,700,000   
Lincoln County, WY, Pollution Control Rev. (Exxon Mobil Corp.), 0.16%, 9/04/12      8,400,000        8,400,000   
Total Floating Rate Demand Notes, at Cost and Value            $ 17,100,000   
Repurchase Agreements - 15.1%                 
Goldman Sachs, 0.18%, dated 8/31/12, due 9/04/12, total to be received $20,740,415 (secured by U.S. Treasury and Federal Agency obligations valued at $21,154,958 in a jointly traded account)    $ 20,740,000      $ 20,740,000   
Merrill Lynch, Pierce, Fenner, & Smith, Inc., 0.18%, dated 8/31/12 due 9/04/12, total to be received $40,204,804 (secured by U.S. Treasury and Federal Agency obligations valued at $41,008,094 in a jointly traded account)      40,204,000        40,204,000   
Total Repurchase Agreements, at Cost and Value            $ 60,944,000   
Total Investments, at Amortized Cost and Value            $ 403,297,794   
Other Assets, Less Liabilities - (0.1)%              (308,697
Net Assets - 100.0%            $ 402,989,097   

 

9


Table of Contents

Portfolios of Investments – continued

 

MFS GOVERNMENT MONEY MARKET FUND

 

Issuer    Shares/Par     Value ($)  
U.S. Government Agencies and Equivalents (y) – 70.2%           
Fannie Mae, 0.13%, due 10/10/12    $ 496,000      $ 495,931   
Fannie Mae, 0.165%, due 12/26/12      300,000        299,841   
Federal Home Loan Bank, 0.13%, due 9/05/12        165,000            164,998   
Federal Home Loan Bank, 0.1%, due 9/12/12      241,000        240,993   
Federal Home Loan Bank, 0.12%, due 9/12/12      388,000        387,986   
Federal Home Loan Bank, 0.11%, due 9/19/12      550,000        549,970   
Federal Home Loan Bank, 0.12%, due 9/26/12      560,000        559,953   
Federal Home Loan Bank, 0.13%, due 10/03/12      500,000        499,942   
Federal Home Loan Bank, 0.13%, due 10/26/12      493,000        492,902   
Federal Home Loan Bank, 0.14%, due 11/02/12      100,000        99,976   
Federal Home Loan Bank, 0.13%, due 11/09/12      560,000        559,860   
Federal Home Loan Bank, 0.135%, due 11/09/12      220,000        219,943   
Federal Home Loan Bank, 0.145%, due 11/16/12      570,000        569,826   
Federal Home Loan Bank, 0.16%, due 11/30/12      777,000        776,689   
Federal Home Loan Bank, 0.175%, due 12/03/12      400,000        399,819   
Freddie Mac, 0.12%, due 9/11/12      673,000        672,978   
Freddie Mac, 0.1%, due 9/17/12      247,000        246,989   
Freddie Mac, 0.16%, due 11/05/12      473,000        472,863   
Freddie Mac, 0.14%, due 12/03/12      560,000        559,797   
Freddie Mac, 0.15%, due 12/17/12      570,000        569,746   
Freddie Mac, 0.165%, due 12/24/12      512,000        511,732   
Freddie Mac, 0.16%, due 1/14/13      420,000        419,748   
Freddie Mac, 0.155%, due 2/19/13      100,000        99,926   
Total U.S. Government Agencies and Equivalents,
at Amortized Cost and Value
           $ 9,872,408   
Repurchase Agreements - 30.0%                 
Goldman Sachs, 0.18%, dated 8/31/12, due 9/04/12, total to be received $1,410,028 (secured by U.S. Treasury and Federal Agency obligations valued at $1,438,211 in a jointly traded account)    $ 1,410,000      $ 1,410,000   
Merrill Lynch, Pierce, Fenner & Smith, Inc., 0.18%, dated 8/31/12, due 9/04/12, total to be received $2,807,056 (secured by U.S. Treasury and Federal Agency obligations valued at $2,863,141 in a jointly traded account)      2,807,000        2,807,000   
Total Repurchase Agreements, at Cost and Value            $ 4,217,000   
Total Investments, at Amortized Cost and Value            $ 14,089,408   
Other Assets, Less Liabilities - (0.2)%              (24,575
Net Assets - 100.0%            $ 14,064,833   

 

(t) Security exempt from registration with the U.S. Securities and Exchange Commission under Section 4(2) of the Securities Act of 1933.
(y) The rate shown represents an annualized yield at time of purchase.

See Notes to Financial Statements

 

10


Table of Contents

Financial Statements

 

STATEMENTS OF ASSETS AND LIABILITIES

At 8/31/12

These statements represent your fund’s balance sheet, which details the assets and liabilities comprising the total value of each fund.

MFS MONEY MARKET FUND

 

Assets         

Investments, at amortized cost and value

     $342,353,794   

Repurchase agreements, at cost and value

     60,944,000   

Total investments, at amortized cost and value

     $403,297,794   

Cash

     773   

Receivables for

  

Fund shares sold

     96,111   

Interest

     27,825   

Receivable from investment adviser

     19,459   

Other assets

     1,052   

Total assets

     $403,443,014   
Liabilities         

Payable for fund shares reacquired

     $294,267   

Payable to affiliates for shareholder servicing costs

     102,295   

Payable for independent Trustees’ compensation

     16,389   

Accrued expenses and other liabilities

     40,966   

Total liabilities

     $453,917   

Net assets

     $402,989,097   
Net assets consist of         

Paid-in capital

     $403,554,581   

Accumulated net realized gain (loss) on investments

     (547,172

Accumulated distributions in excess of net investment income

     (18,312

Net assets

     $402,989,097   

Shares of beneficial interest outstanding

     403,571,306   

Net asset value per share (net assets of $402,989,097 / 403,571,306 shares of
beneficial interest outstanding)

     $1.00   

A contingent deferred sales charge may be imposed on redemptions.

See Notes to Financial Statements

 

11


Table of Contents

Statements of Assets and Liabilities – continued

 

MFS GOVERNMENT MONEY MARKET FUND

 

Assets         

Investments, at amortized cost and value

     $9,872,408   

Repurchase agreements, at cost and value

     4,217,000   

Total investments, at amortized cost and value

     $14,089,408   

Cash

     494   

Receivables for

  

Interest

     21   

Receivable from investment adviser

     11,218   

Other assets

     75   

Total assets

     $14,101,216   
Liabilities         

Payable for fund shares reacquired

     $2,560   

Payable to affiliates for shareholder servicing costs

     303   

Payable for independent Trustees’ compensation

     2,714   

Accrued expenses and other liabilities

     30,806   

Total liabilities

     $36,383   

Net assets

     $14,064,833   
Net assets consist of         

Paid-in capital

     $14,067,806   

Accumulated distributions in excess of net investment income

     (2,973

Net assets

     $14,064,833   

Shares of beneficial interest outstanding

     14,069,831   

Net asset value per share (net assets of $14,064,833 / 14,069,831 shares of beneficial interest outstanding)

     $1.00   

A contingent deferred sales charge may be imposed on redemptions.

See Notes to Financial Statements

 

12


Table of Contents

Financial Statements

 

STATEMENTS OF OPERATIONS

Year ended 8/31/12

These statements describe how much each fund earned in investment income and accrued in expenses. They also describe any gains and/or losses generated by each fund’s operations.

MFS MONEY MARKET FUND

 

Net investment income

        

Interest income

     $560,987   

Expenses

  

Management fee

     $1,746,974   

Shareholder servicing costs

     813,164   

Administrative services fee

     74,717   

Independent Trustees’ compensation

     13,063   

Custodian fee

     30,869   

Shareholder communications

     22,679   

Audit and tax fees

     34,225   

Legal fees

     5,848   

Miscellaneous

     73,075   

Total expenses

     $2,814,614   

Fees paid indirectly

     (25,757

Reduction of expenses by investment adviser

     (2,227,870

Net expenses

     $560,987   

Net investment income

     $0   

Change in net assets from operations

     $0   

See Notes to Financial Statements

 

13


Table of Contents

Statements of Operations – continued

 

MFS GOVERNMENT MONEY MARKET FUND

 

Net investment income

        

Interest income

     $13,826   

Expenses

  

Management fee

     $60,401   

Shareholder servicing costs

     18,123   

Administrative services fee

     17,516   

Independent Trustees’ compensation

     1,739   

Custodian fee

     5,994   

Shareholder communications

     6,397   

Audit and tax fees

     28,989   

Legal fees

     423   

Registration fees

     21,136   

Miscellaneous

     9,579   

Total expenses

     $170,297   

Fees paid indirectly

     (2,486

Reduction of expenses by investment adviser

     (153,985

Net expenses

     $13,826   

Net investment income

     $0   

Change in net assets from operations

     $0   

See Notes to Financial Statements

 

14


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.

MFS MONEY MARKET FUND

 

     Years ended 8/31  
     2012      2011  
Change in net assets              
From operations                  

Net investment income

     $0         $0   

Net realized gain (loss) on investments

             (73

Change in net assets from operations

     $0         $(73
Fund share (principal) transactions at net asset
value of $1 per share
                 

Net proceeds from sale of shares

     182,715,286         268,385,649   

Cost of shares reacquired

     (244,575,183      (312,102,735

Change in net assets from fund share transactions

     $(61,859,897      $(43,717,086

Total change in net assets

     $(61,859,897      $(43,717,159
Net assets                  

At beginning of period

     464,848,994         508,566,153   

At end of period (including accumulated distributions in excess of net investment income of $18,312 and $20,379, respectively)

     $402,989,097         $464,848,994   

See Notes to Financial Statements

 

15


Table of Contents

Statements of Changes in Net Assets – continued

 

MFS GOVERNMENT MONEY MARKET FUND

 

     Years ended 8/31  
     2012      2011  
Change in net assets              
From operations                  

Net investment income

     $0         $0   

Change in net assets from operations

     $0         $0   
Fund share (principal) transactions at net asset
value of $1 per share
                 

Net proceeds from sale of shares

             12,653   

Cost of shares reacquired

     (2,099,271      (7,253,864

Change in net assets from fund share transactions

     $(2,099,271      $(7,241,211

Total change in net assets

     $(2,099,271      $(7,241,211
Net assets                  

At beginning of period

     16,164,104         23,405,315   

At end of period (including accumulated distributions in excess of
net investment income of $2,973 and $3,306, respectively)

     $14,064,833         $16,164,104   

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

MFS MONEY MARKET FUND

 

     Years ended 8/31  
     2012      2011     2010     2009     2008  

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        $0.01        $0.04   

Net realized and unrealized gain (loss)
on investments

             0.00 (w)      0.00 (w)      (0.01       

Total from investment operations

     $0.00         $0.00 (w)      $0.00 (w)      $0.00 (w)      $0.04   
Less distributions declared to
shareholders
                                         

From net investment income

     $—         $—        $(0.00 )(w)      $(0.00 )(w)      $(0.04

From tax return of capital

                    (0.00 )(w)               

Total distributions declared to
shareholders

     $—         $—        $(0.00 )(w)      $(0.00 )(w)      $(0.04

Net asset value, end of period

     $1.00         $1.00        $1.00        $1.00        $1.00   

Total return (%) (r)(t)

     0.00         0.00        0.00 (w)      0.41        3.57   
Ratios (%) (to average net
assets) and Supplemental data:
                                         

Expenses before expense reductions (f)

     0.64         0.64        0.63        0.68        0.63   

Expenses after expense reductions (f)

     0.13         0.21        0.28        0.40        0.35   

Net investment income

     0.00         0.00        0.00        0.50        3.51   

Net assets at end of period (000 omitted)

     $402,989         $464,849        $508,566        $663,984        $1,260,069   

 

(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

Financial Highlights – continued

 

MFS GOVERNMENT MONEY MARKET FUND

 

     Years ended 8/31  
     2012      2011      2010     2009     2008  

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 )(w)      $0.03   
Less distributions declared to
shareholders
                                          

From net investment income

     $—         $—         $(0.00 )(w)      $(0.00 )(w)      $(0.03

From tax return of capital

                     (0.00 )(w)               

Total distributions declared to
shareholders

     $—         $—         $(0.00 )(w)      $(0.00 )(w)      $(0.03

Net asset value, end of period

     $1.00         $1.00         $1.00        $1.00        $1.00   

Total return (%) (r)(t)

     0.00         0.00         0.01        0.26        2.87   
Ratios (%) (to average net
assets) and Supplemental data:
                                          

Expenses before expense reductions (f)

     1.13         1.00         0.79        0.69        0.94   

Expenses after expense reductions (f)

     0.11         0.17         0.20        0.33        0.59   

Net investment income

     0.00         0.00         0.00        0.27        2.59   

Net assets at end of period (000 omitted)

     $14,065         $16,164         $23,405        $39,413        $55,384   

 

(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

 

18


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Money Market Fund and MFS Government Money Market Fund (the funds) are each a series of MFS Series Trust IV (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

(2) Significant Accounting Policies

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

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

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

Investment Valuations – Pursuant to procedures approved by the Board of Trustees, investments held by the funds 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 funds’ 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 funds’ 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

 

19


Table of Contents

Notes to Financial Statements – continued

 

quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2012 in valuing the funds’ assets or liabilities:

 

Investments at Value –

Short Term Securities

   Level 1      Level 2      Level 3      Total  
MFS Money Market Fund      $—         $403,297,794         $—         $403,297,794   
MFS Government Money Market Fund      $—         $14,089,408         $—         $14,089,408   

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

Repurchase Agreements – Each fund entered into repurchase agreements with approved counterparties. Each repurchase agreement is recorded at cost. Each fund requires that the securities collateral in a repurchase transaction be transferred to a custodian. The funds monitor, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the funds under each such repurchase agreement. The funds and other funds managed by MFS may utilize a joint trading account for the purpose of entering into one or more repurchase agreements.

Indemnifications – Under each 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 funds. Additionally, in the normal course of business, each fund enters into agreements with service providers that may contain indemnification clauses. Each fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the funds 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 – Each fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the funds. This amount, for the year ended August 31, 2012, is shown as a reduction of total expenses on the Statements of Operations.

Tax Matters and Distributions – Each 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. Each fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net

 

20


Table of Contents

Notes to Financial Statements – continued

 

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 the timing of recognition of certain expenses.

MFS Money Market Fund and MFS Government Money Market Fund declared no distributions for the years ended August 31, 2012 and August 31, 2011.

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

 

As of 8/31/12    MFS
Money Market Fund
     MFS Government
Money Market Fund
 
Cost of investments      $403,297,794         $14,089,408   
Capital loss carryforwards      $(547,172      $—   
Late year ordinary loss deferral      (2,048      (325
Other temporary differences      (16,264      (2,648

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after August 31, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of August 31, 2012, MFS Money Market Fund had capital loss carryforwards available to offset future realized gains. Such losses expire as follows:

 

 

Pre-enactment losses:   
8/31/13      $(151
8/31/15      (35
8/31/16      (124,119
8/31/17      (422,794
Total      $(547,099
Post-enactment losses:   
Short-Term      $(73

(3) Transactions with Affiliates

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

Each fund’s management fee is computed daily and paid monthly at the following annual rates:

 

First $1 billion of average daily net assets      0.40
Average daily net assets in excess of $1 billion      0.35

During the year ended August 31, 2012, MFS voluntarily waived receipt of $1,746,974 and $60,401 of MFS Money Market Fund’s and MFS Government Money Market

 

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Fund’s management fees, respectively, in order to avoid a negative yield. For the year ended August 31, 2012, this voluntary waiver had the effect of reducing the management fees by 0.40% of average daily net assets on an annualized basis for MFS Money Market Fund and MFS Government Money Market Fund, respectively. The management fees incurred for the year ended August 31, 2012 were equivalent to an annual effective rate 0.00% of average daily net assets for MFS Money Market Fund and MFS Government Money Market Fund, respectively.

In order to avoid a negative yield for the year ended August 31, 2012, MFS voluntarily agreed to reduce certain other expenses in the amount of $479,280 and $93,528, for MFS Money Market Fund and MFS Government Money Market Fund, respectively, which is shown as a reduction of total expenses in the Statements of Operations.

Distributor Certain shares acquired through an exchange may be subject to a contingent deferred sales charge upon redemption depending on when the shares exchanged were originally purchased. Contingent deferred sales charges paid to MFS Distributors (MFD) during the year ended August 31, 2012 for the MFS Money Market Fund and MFS Government Money Market Fund were $25,816 and $0, respectively.

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from each fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of each fund as determined periodically under the supervision of the funds’ Board of Trustees. For the year ended August 31, 2012, the fees were $412,051 and $12,047, which equated to 0.0943% and 0.0798% annually of each fund’s average daily net assets for MFS Money Market Fund and MFS Government Money Market Fund, respectively. MFSC also receives payment from each 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, 2012, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $401,113 and $6,076 for MFS Money Market Fund and MFS Government Money Market Fund, respectively.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to each fund. Under an administrative services agreement, each fund partially reimburses MFS the costs incurred to provide these services. Each 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, 2012 was equivalent to an annual effective rate of 0.0171% and 0.1160% of the fund’s average daily net assets for MFS Money Market Fund and MFS Government Money Market Fund, respectively.

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

 

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Notes to Financial Statements – continued

 

Prior to December 31, 2001, the funds 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 $1,662 and $359 for MFS Money Market Fund and MFS Government Money Market Fund, respectively, and is included in independent Trustees’ compensation for the year ended August 31, 2012. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $16,264 and $2,648 for MFS Money Market Fund and MFS Government Money Market Fund, respectively, at August 31, 2012, and is included in “Payable for independent Trustees’ compensation” on the Statements of Assets and Liabilities.

Other – These funds and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the year ended August 31, 2012, the aggregate fees paid by the funds to Tarantino LLC and Griffin Compliance LLC were $3,863 and $140 for MFS Money Market Fund and MFS Government Money Market Fund, respectively, and are included in “Miscellaneous” expense on the Statements of Operations. MFS has agreed to reimburse the funds for a portion of the payments made by the funds in the amount of $1,616 and $56 for MFS Money Market Fund and MFS Government Money Market Fund, respectively, which is shown as a reduction of total expenses in the Statements of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.

(4) Shares of Beneficial Interest

Each fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest.

The sale of each fund’s shares has been suspended except in certain circumstances. Please see each fund’s prospectus for details.

(5) Line of Credit

Each fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the funds 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,

 

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based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2012, the funds’ commitment fees were $3,076 and $107 and interest expenses were $0 and $0, for MFS Money Market Fund and MFS Government Money Market Fund, respectively, and are included in “Miscellaneous” expense on the Statements of Operations.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust IV and the Shareholders of MFS Money Market Fund and MFS Government Money Market Fund:

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of MFS Money Market Fund and MFS Government Money Market Fund (two of the portfolios comprising MFS Series Trust IV) (the “Funds”) as of August 31, 2012, and the related statements 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 Funds’ 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 audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their 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 Funds’ 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, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of MFS Money Market Fund and MFS Government Money Market Fund as of August 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

D ELOITTE  & T OUCHE LLP

Boston, Massachusetts

October 17, 2012

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and officers of the Trust, as of October 1, 2012, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and officer is 500 Boylston Street, Boston, Massachusetts 02116.

 

Name, 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 48)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Chief Executive Officer and Director; President (until December 2009); Chief Investment Officer (until July 2010)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 70)
  Trustee and Chair of Trustees   January 2004   Retired; Cleveland-Cliffs Inc. (mining products and service provider), Vice Chairman/Director (until 2007)   Lincoln Electric Holdings, Inc. (welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting), Director/Non-Executive Chairman; Portman Limited (mining), Director (until 2008)
Robert E. Butler
(age 70)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A
Maureen R. Goldfarb
(age 57)
  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 71)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman   Atlantic Coast Tan (tanning salons), Vice Chairman (until 2007); Texas Donuts (donut franchise), Vice Chairman (until 2010)
Michael Hegarty
(age 67)
  Trustee   December 2004   Private investor   N/A
John P. Kavanaugh
(age 57)
  Trustee   January 2009   Private investor   N/A

 

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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)

J. Dale Sherratt
(age 74)
  Trustee   June 1989   Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General Partner   N/A
Laurie J. Thomsen
(age 55)
  Trustee   March 2005   Private investor; New Profit, Inc. (venture philanthropy), Executive Partner (until 2010)   The Travelers Companies (insurance), Director
Robert W. Uek
(age 71)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS        
John M. Corcoran  (k)
(age 47)
  President   October 2008   Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until September 2008)   N/A
Christopher R. Bohane  (k)
(age 38)
  Assistant Secretary and Assistant Clerk   July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Kino Clark  (k)
(age 44)
 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A
Thomas H. Connors  (k)
(age 53)
 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Asset Management, Director and Senior Counsel (until 2012)

  N/A

 

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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)

Ethan D. Corey  (k)
(age 48)
  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 44)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A
Robyn L. Griffin
(age 37)
  Assistant
Independent
Chief Compliance
Officer
  August 2008   Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice President (October 2006 – July 2008);   N/A
Brian E. Langenfeld  (k)
(age 39)
  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Susan S. Newton  (k)
(age 62)
  Assistant
Secretary and Assistant Clerk
  May 2005   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A
Susan A. Pereira  (k)
(age 41)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Kasey L. Phillips  (k)
(age 41)
  Assistant Treasurer   September 2012   Massachusetts Financial Services Company; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)   N/A

 

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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 60)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A
Frank L. Tarantino
(age 68)
  Independent
Chief Compliance Officer
  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel  (k)
(age 42)
  Assistant Secretary and Assistant Clerk   October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A
James O. Yost  (k)
(age 52)
 

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. For the period October 2008, until January 2012, Mr. Corcoran served as Treasurer of the Funds. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of position with MFS. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.

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

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of January 1, 2012, the Trustees served as board members of 131 funds within the MFS Family of Funds.

 

 

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The Statement of Additional Information for the 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
500 Boylston Street

Boston, MA 02116-3741

 

State Street Bank and Trust

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm

MFS Fund Distributors, Inc.
500 Boylston Street

Boston, MA 02116-3741

 

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager  
Edward O’Dette  

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Money Market Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2012 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2011 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management

 

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and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2011, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s 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 shares was in the 4th quintile for the one-year period and the 2nd quintile for the five-year period ended December 31, 2011 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. In addition, the independent 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 shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Lipper Inc. The Trustees considered that, according to the Lipper data (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last

 

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fiscal year), the Fund’s effective advisory fee rate was approximately at the Lipper expense group median, and the Fund’s total expense ratio was lower than the Lipper expense group median.

The Trustees also considered the advisory fees charged by MFS to institutional accounts, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund in comparison to institutional accounts, the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.

The Trustees also considered whether the Fund is likely to benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund. They noted that the Fund’s advisory fee rate 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 concluded that the existing breakpoint was sufficient to allow the Fund to benefit from economies of scale as its assets grow.

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

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

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

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement. 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.

 

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

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

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

 

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MFS Government Money Market Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2012 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2011 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management

 

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and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2011, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s 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 shares was in the 4th quintile for the one-year period and the 3rd quintile for the five-year period ended December 31, 2011 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In addition to considering the performance information provided in connection with the contract review meetings, the independent Trustees noted that, in light of the Fund’s substandard relative performance at the time of their contract review meetings in 2011, 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 independent Trustees further 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. 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 shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Lipper Inc. The Trustees considered that,

 

36


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

according to the Lipper data (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was lower than the Lipper expense group median and the Fund’s total expense ratio was approximately at the Lipper expense group median.

The Trustees also considered the advisory fees charged by MFS to institutional accounts, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund in comparison to institutional accounts, the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.

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

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

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

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

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement. 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.

 

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Board Review of Investment Advisory Agreement – continued

 

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

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

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

 

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Table of Contents

PROXY VOTING POLICIES AND INFORMATION

A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com) . This information is available by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of mfs.com .

FEDERAL TAX INFORMATION (unaudited)

Each fund will notify shareholders of amounts for use in preparing 2012 income tax forms in January 2013.

 

39


Table of Contents

rev. 3/11

 

 
FACTS   WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

Social Security number and account balances

Account transactions and transaction history

Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

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Table of Contents
Page 2  

 

 

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

 

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 and other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

affiliates from using your information to market to you

sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint Marketing  

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

 

MFS doesn t jointly market.

 

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

 

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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, 2012

 

LOGO

 

MFS® GLOBAL NEW DISCOVERY FUND

 

LOGO

 

GND-ANN

 


Table of Contents

MFS® GLOBAL NEW DISCOVERY FUND

 

CONTENTS

 

Letter from the Chairman and CEO     1   
Portfolio composition     2   
Management review     4   
Performance summary     6   
Expense table     9   
Portfolio of investments     11   
Statement of assets and liabilities     19   
Statement of operations     20   
Statement of changes in net assets     21   
Financial highlights     22   
Notes to financial statements     27   
Report of independent registered public accounting firm     36   
Trustees and officers     37   
Board review of investment advisory agreement     42   
Proxy voting policies and information     42   
Quarterly portfolio disclosure     42   
Further information     42   
Federal tax information     42   
MFS ® privacy notice     43   
Contact information     back cover   

 

The report is prepared for the general information of shareholders.

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

 

NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE


Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN AND CEO

 

Dear Shareholders:

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

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

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

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

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

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

Respectfully,

 

LOGO

Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management®

October 17, 2012

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Amadeus IT Holding S.A.     1.4%   
Cabot Oil & Gas Corp.     1.3%   
Croda International PLC     1.3%   
Bunzl PLC     1.3%   
OBIC Co. Ltd.     1.3%   
Dignity PLC     1.1%   
HomeAway, Inc.     1.0%   
Joy Global, Inc.     1.0%   
Polypore International, Inc.     1.0%   
Swift Transportation Co.     1.0%   
Equity sectors  
Health Care     14.5%   
Technology     11.9%   
Retailing     11.2%   
Industrial Goods & Services     11.0%   
Special Products & Services     10.5%   
Basic Materials     7.0%   
Financial Services     7.0%   
Energy     6.5%   
Consumer Staples     4.8%   
Autos & Housing     4.7%   
Transportation     4.3%   
Leisure     4.0%   
Utilities & Communications     1.4%   
Issuer country weightings (x)   
United States      54.4%   
United Kingdom      13.6%   
Japan      6.2%   
Brazil      3.6%   
Germany      3.3%   
Spain      1.9%   
France      1.8%   
Hong Kong      1.6%   
Indonesia      1.4%   
Other Countries      12.2%   
Currency exposure weightings (y)   
United States Dollar      59.2%   
British Pound Sterling      13.6%   
Euro      7.9%   
Japanese Yen      6.2%   
Brazilian Real      3.6%   
Hong Kong Dollar      2.4%   
Indonesian Rupiah      1.4%   
South African Rand      1.3%   
Canadian Dollar      1.1%   
Other Currencies      3.3%   
 

 

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

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

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

 

3


Table of Contents

MANAGEMENT REVIEW

Summary of Results

For the period December 16, 2011 (the commencement date) to August 31, 2012, Class A shares of the MFS Global New Discovery Fund (the “fund”) provided a total return of 20.10%, at net asset value. This compares with a return of 13.51% for the fund’s benchmark, the MSCI All Country World Small Mid Cap Index.

Market Environment

At the beginning of the reporting period, additional liquidity from the U.S. Federal Reserve (in the form of “Operation Twist”) and the European Central Bank (in the form of 3-year, Long Term Refinancing Operations, or LTROs), coupled with healthier global macroeconomic conditions, led by moderate but sustained U.S. growth, ushered in improved market dynamics.

Towards the end of the period, though, market trends were more mixed. Worsening conditions were driven by broadly weaker global macroeconomic indicators, as well as renewed concerns over the eurozone’s capacity and determination to address its ongoing crisis. However, broad market sentiment remained relatively resilient, as equity markets generally maintained gains and credit spreads did not indicate deterioration.

Contributors to Performance

Stock selection in the retailing sector was a primary contributor to performance relative to the MSCI All Country World Small Mid Cap Index. Within this sector, holdings of industrial parts supplier MonotaRO Co Ltd. (Japan), which was not a benchmark constituent for the entire reporting period, aided relative returns. Holdings of specialty retailer Francesca’s Holdings, drugstore operator Cosmos Pharmaceutical (Japan), and home products store operator Mr. Price Group (South Africa) also benefited relative performance as all three stocks outperformed the broad market. Shares of Mr. Price Group appreciated over the period as the company displayed strong earnings momentum from a combination of continued refinement of its supply chain, strong cost containment, and operating margin expansion in both their Apparel and Home market segments.

Security selection in the basic materials sector was another significant contributor to relative performance. Here, holdings of specialty chemical products maker Croda International (United Kingdom) and chemical manufacturer Elementis (United Kingdom) aided relative results.

Stock selection in the special products & services and autos & housing sectors also aided relative returns. Within these sectors, overweight positions in travel technology solution provider Amadeus IT Holding (Spain) and construction material supplier Eagle Materials contributed to relative performance. Shares of Amadeus IT Holding traded higher as the company announced it had signed a multi-year content and technology agreement for North America which would provide Expedia with Amadeus’ search fare technologies.

Elsewhere, holdings of IT software provider SolarWinds and fiber laser and amplifier manufacturer IPG Photonics contributed to relative returns.

 

 

4


Table of Contents

Management Review – continued

 

Detractors from Performance

The combination of an underweight position and stock selection in the financial services sector detracted from relative performance. Within this sector, holdings of aircraft leasing company Air Lease weakened relative results as the stock underperformed the broad market.

Stocks in other sectors that detracted from relative results included South American McDonald’s franchisee Arcos Dorados Holdings  (b) (Brazil), mining equipment manufacturer Joy Global, health information service provider WebMD Health Corp.  (h) , restaurant chain operator Ajisen China Holdings Ltd. (Hong Kong), mining company Iluka Resources (Australia), medical device company NxStage Medical, oilfield and power transmission product supplier Lufkin Industries  (h) , oil company Midstates Petroleum  (b) , and Israeli-headquartered security software provider Check Point Software Technologies Ltd  (b) . Iluka Resources’ stock price fell after the company reported lower sales of one of its main commodities, Zircon, due to a slowdown in demand for this product.

During the reporting period, the fund’s relative currency exposure, resulting primarily from differences between the portfolio’s and the benchmark’s exposures to holdings of securities denominated in foreign currencies, was another detractor from relative performance. 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.

Respectfully,

 

Peter Fruzzetti   Thomas Wetherald
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.

 

5


Table of Contents

PERFORMANCE SUMMARY THROUGH 8/31/12

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 8/31/12

Average annual without sales charge

 

      Share Class    Class inception date    Life (t)      
    A    12/16/11    20.10%    
    B    12/16/11    19.50%    
    C    12/16/11    19.50%    
    I    12/16/11    20.40%    
    R1    12/16/11    19.50%    
    R2    12/16/11    19.90%    
    R3    12/16/11    20.20%    
    R4    12/16/11    20.40%    
Comparative benchmark         
      MSCI All Country World Small Mid Cap
Index (f)
   13.51%      
Average annual with sales charge         
    A

With Initial Sales Charge (5.75%)

   13.19%    
    B

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

   15.50%    
    C

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

   18.50%    

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

CDSC – Contingent Deferred Sales Charge.

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

Benchmark Definition

MSCI All Country World Small Mid Cap Index – a free float weighted index that is designed to measure equity market performance of small and mid cap companies across global developed and emerging market countries.

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, 2012 through August 31, 2012

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

9


Table of Contents

Expense Table – continued

 

 

Share
Class
        Annualized
Expense
Ratio
    Beginning
Account Value
3/01/12
    Ending
Account Value
8/31/12
    Expenses
Paid During
Period (p)
3/01/12-8/31/12
 
A   Actual     1.50%        $1,000.00        $1,024.74        $7.63   
  Hypothetical (h)     1.50%        $1,000.00        $1,017.60        $7.61   
B   Actual     2.25%        $1,000.00        $1,020.50        $11.43   
  Hypothetical (h)     2.25%        $1,000.00        $1,013.83        $11.39   
C   Actual     2.25%        $1,000.00        $1,020.50        $11.43   
  Hypothetical (h)     2.25%        $1,000.00        $1,013.83        $11.39   
I   Actual     1.25%        $1,000.00        $1,026.43        $6.37   
  Hypothetical (h)     1.25%        $1,000.00        $1,018.85        $6.34   
R1   Actual     2.25%        $1,000.00        $1,020.50        $11.43   
  Hypothetical (h)     2.25%        $1,000.00        $1,013.83        $11.39   
R2   Actual     1.75%        $1,000.00        $1,023.04        $8.90   
  Hypothetical (h)     1.75%        $1,000.00        $1,016.34        $8.87   
R3   Actual     1.50%        $1,000.00        $1,024.72        $7.63   
  Hypothetical (h)     1.50%        $1,000.00        $1,017.60        $7.61   
R4   Actual     1.25%        $1,000.00        $1,026.43        $6.37   
  Hypothetical (h)     1.25%        $1,000.00        $1,018.85        $6.34   

 

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

 

10


Table of Contents

PORTFOLIO OF INVESTMENTS

8/31/12

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

 

Common Stocks - 98.0%                 
Issuer    Shares/Par     Value ($)  
    
Aerospace - 0.4%                 
Kaman Corp.      660      $ 21,640   
Airlines - 1.6%                 
Allegiant Travel Co. (a)      197      $ 13,049   
Spirit Airlines, Inc. (a)      2,071        40,488   
Stagecoach Group PLC      9,313        42,381   
    

 

 

 
             $ 95,918   
Apparel Manufacturers - 2.3%                 
Arezzo Industria e Comercio S.A.      1,600      $ 26,776   
Cia.Hering S.A.      500        10,924   
Gerry Weber International AG      952        38,473   
Guess?, Inc.      910        23,715   
Stella International Holdings      14,000        33,419   
    

 

 

 
             $ 133,307   
Automotive - 1.0%                 
Guangzhou Automobile Group Co. Ltd., “H”      24,000      $ 16,799   
USS Co. Ltd.      370        39,795   
    

 

 

 
             $ 56,594   
Biotechnology - 0.4%                 
Anacor Pharmaceuticals, Inc. (a)      734      $ 4,514   
ViroPharma, Inc. (a)      610        16,226   
    

 

 

 
             $ 20,740   
Broadcasting - 0.7%                 
Havas S.A.      3,036      $ 15,408   
Proto Corp.      800        24,318   
    

 

 

 
             $ 39,726   
Brokerage & Asset Managers - 1.1%                 
Aberdeen Asset Management PLC      4,135      $ 18,299   
Computershare Ltd.      3,024        26,324   
IG Group Holdings PLC      3,184        21,765   
    

 

 

 
             $ 66,388   
Business Services - 6.9%                 
Amadeus IT Holding S.A.      3,579      $ 79,950   
Brenntag AG      240        28,602   

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Common Stocks - continued                 
Business Services - continued                 
Bunzl PLC      4,198      $ 74,924   
Constant Contact, Inc. (a)      2,070        40,469   
FleetCor Technologies, Inc. (a)      1,119        48,318   
Intertek Group PLC      616        27,534   
Jones Lang LaSalle, Inc.      422        30,439   
Multiplus S.A.      747        15,898   
Performant Financial Corp. (a)      2,660        28,861   
Sodexo      435        34,399   
    

 

 

 
             $ 409,394   
Chemicals - 0.3%                 
Victrex PLC      778      $ 16,578   
Computer Software - 4.0%                 
Check Point Software Technologies Ltd. (a)      1,092      $ 50,330   
CommVault Systems, Inc. (a)      580        29,244   
Nuance Communications, Inc. (a)      1,610        38,399   
OBIC Co. Ltd.      350        73,799   
SolarWinds, Inc. (a)      770        42,258   
    

 

 

 
             $ 234,030   
Computer Software - Systems - 3.1%                 
Exa Corp. (a)      1,260      $ 13,154   
ExactTarget, Inc. (a)      420        8,891   
Guidewire Software, Inc. (a)      490        13,990   
National Instruments Corp.      1,230        31,685   
NICE Systems Ltd. (a)      660        20,637   
Qlik Technologies, Inc. (a)      870        18,401   
SciQuest, Inc. (a)      3,164        53,313   
Vantiv, Inc. (a)      1,140        25,718   
    

 

 

 
             $ 185,789   
Construction - 3.7%                 
Beacon Roofing Supply, Inc. (a)      1,685      $ 47,416   
Bellway PLC      1,679        23,168   
Eagle Materials, Inc.      1,365        58,217   
NVR, Inc. (a)      65        53,832   
PT Semen Gresik Tbk.      27,500        35,763   
    

 

 

 
             $ 218,396   
Consumer Products - 1.1%                 
Dr. Ci Labo Co. Ltd.      3      $ 11,756   
L’Occitane International S.A.      9,500        24,252   

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Common Stocks - continued                 
Consumer Products - continued                 
Uni-Charm Corp.      500      $ 29,089   
    

 

 

 
             $ 65,097   
Consumer Services - 3.6%                 
Anhanguera Educacional Participacoes S.A.      2,800      $ 41,671   
Dignity PLC      4,619        66,375   
HomeAway, Inc. (a)      2,600        61,516   
Kroton Educacional S.A. (a)      6        7   
Kroton Educacional S.A., IEU (a)      1,962        32,089   
MakeMyTrip Ltd. (a)      930        13,290   
    

 

 

 
             $ 214,948   
Containers - 0.5%                 
Viscofan S.A.      714      $ 31,621   
Electrical Equipment - 4.2%                 
AMETEK, Inc.      1,285      $ 44,088   
Domino Printing Sciences PLC      3,471        31,029   
IMI PLC      3,180        43,425   
MSC Industrial Direct Co., Inc., “A”      723        50,104   
Sensata Technologies Holding B.V. (a)      1,640        49,249   
Spectris PLC      1,198        32,890   
    

 

 

 
             $ 250,785   
Electronics - 3.0%                 
CEVA, Inc. (a)      1,420      $ 22,890   
Entegris, Inc. (a)      3,152        27,706   
Monolithic Power Systems, Inc. (a)      2,045        44,090   
Ultratech, Inc. (a)      1,170        38,587   
Veeco Instruments, Inc. (a)      1,280        43,904   
    

 

 

 
             $ 177,177   
Energy - Independent - 3.6%                 
Approach Resources, Inc. (a)      1,150      $ 33,051   
Cabot Oil & Gas Corp.      1,860        77,023   
Celtic Exploration Ltd. (a)      1,100        18,457   
Midstates Petroleum Co., Inc. (a)      2,160        17,604   
Pinecrest Energy, Inc. (a)      7,780        14,680   
Range Resources Corp.      780        50,848   
    

 

 

 
             $ 211,663   
Entertainment - 0.5%                 
Six Flags Entertainment Corp.      530      $ 29,272   

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Common Stocks - continued                 
Food & Beverages - 2.5%                 
Booker Group PLC      26,810      $ 40,271   
Britvic PLC      6,290        31,920   
D.E Master Blenders 1753 N.V. (a)      1,360        16,018   
Devro PLC      8,058        40,010   
Green Mountain Coffee Roasters, Inc. (a)      750        18,233   
    

 

 

 
             $ 146,452   
Food & Drug Stores - 2.0%                 
Cosmos Pharmaceutical Corp.      500      $ 42,659   
CP All PLC      13,700        15,084   
O’Key Group S.A., GDR      4,524        42,526   
Sundrug Co. Ltd.      500        18,181   
    

 

 

 
             $ 118,450   
General Merchandise - 1.9%                 
Clicks Group Ltd.      4,693      $ 32,113   
Five Below, Inc. (a)      1,190        38,247   
Mr. Price Group Ltd.      2,676        43,342   
    

 

 

 
             $ 113,702   
Insurance - 1.3%                 
Brasil Insurance Participacoes e Administracao S.A.      3,400      $ 32,662   
Jardine Lloyd Thompson Group PLC      3,570        43,535   
    

 

 

 
             $ 76,197   
Internet - 0.2%                 
Millennial Media, Inc. (a)      1,280      $ 14,758   
Machinery & Tools - 6.4%                 
Allison Transmission Holdings, Inc.      2,280      $ 40,516   
Finning International, Inc.      1,280        29,450   
IPG Photonics Corp. (a)      585        35,972   
Joy Global, Inc.      1,130        60,319   
Kennametal, Inc.      1,220        44,945   
Polypore International, Inc. (a)      1,840        59,653   
Spirax-Sarco Engineering PLC      801        25,043   
United Rentals, Inc. (a)      1,340        43,295   
WABCO Holdings, Inc. (a)      611        35,878   
    

 

 

 
      $ 375,071   
Medical & Health Technology & Services - 4.4%                 
Advisory Board Co. (a)      1,008      $ 44,685   
Air Methods Corp. (a)      260        30,300   

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Common Stocks - continued                 
Medical & Health Technology & Services - continued                 
Brookdale Senior Living, Inc. (a)      2,500      $ 54,325   
Cerner Corp. (a)      586        42,860   
Fleury S.A.      1,600        17,380   
Healthcare Services Group, Inc.      2,060        43,610   
Kobayashi Pharmaceutical Co. Ltd.      500        26,726   
    

 

 

 
      $ 259,886   
Medical Equipment - 7.7%                 
Align Technology, Inc. (a)      974      $ 33,067   
Cepheid, Inc. (a)      1,167        44,043   
Conceptus, Inc. (a)      2,850        54,179   
DENTSPLY International, Inc.      710        25,752   
Edwards Lifesciences Corp. (a)      310        31,654   
Endologix, Inc. (a)      2,788        33,372   
EnteroMedics, Inc. (a)      3,240        11,923   
Globus Medical, Inc., “A” (a)      1,870        29,770   
Masimo Corp. (a)      1,161        25,635   
NxStage Medical, Inc. (a)      2,106        26,852   
Sonova Holding AG      388        35,967   
Uroplasty, Inc. (a)      3,867        15,391   
Varian Medical Systems, Inc. (a)      600        35,274   
Vocera Communications, Inc. (a)      690        19,430   
Volcano Corp. (a)      1,150        32,522   
    

 

 

 
      $ 454,831   
Metals & Mining - 1.4%                 
Globe Specialty Metals, Inc.      3,224      $ 47,038   
Iluka Resources Ltd.      3,670        34,883   
    

 

 

 
      $ 81,921   
Network & Telecom - 1.6%                 
Calix, Inc. (a)      3,484      $ 18,500   
Fortinet, Inc. (a)      1,730        45,862   
VTech Holdings Ltd.      2,600        31,818   
    

 

 

 
             $ 96,180   
Oil Services - 2.9%                 
AMEC PLC      2,000      $ 35,219   
Atwood Oceanics, Inc. (a)      1,220        56,462   
Dresser-Rand Group, Inc. (a)      1,080        54,670   
Helmerich & Payne, Inc.      590        26,928   
    

 

 

 
             $ 173,279   

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
    
Common Stocks - continued                 
Other Banks & Diversified Financials - 2.4%                 
Air Lease Corp. (a)      1,660      $ 34,229   
Credicorp Ltd.      242        29,168   
First Republic Bank      1,243        40,634   
Western Union Co.      1,990        35,044   
    

 

 

 
             $ 139,075   
Pharmaceuticals - 2.0%                 
Perrigo Co.      183      $ 20,125   
Santen Pharmaceutical Co. Ltd.      1,000        43,669   
Virbac      303        54,785   
    

 

 

 
             $ 118,579   
Railroad & Shipping - 0.8%                 
Diana Shipping, Inc. (a)      7,270      $ 48,055   
Real Estate - 1.8%                 
Brasil Brokers Participacoes      10,900      $ 35,548   
Deutsche Wohnen AG      2,568        43,444   
Midland Holdings Ltd.      52,000        28,609   
    

 

 

 
             $ 107,601   
Restaurants - 2.8%                 
Ajisen China Holdings Ltd.      14,000      $ 8,624   
Arcos Dorados Holdings, Inc.      3,870        51,123   
Chuy’s Holdings, Inc. (a)      1,800        37,116   
Domino’s Pizza UK & IRL PLC      4,448        37,998   
Dunkin Brands Group, Inc.      1,098        31,985   
    

 

 

 
             $ 166,846   
Specialty Chemicals - 4.8%                 
Croda International PLC      2,036      $ 76,166   
Elementis PLC      13,169        46,045   
Fuchs Petrolub AG, IPS      651        38,075   
Rockwood Holdings, Inc.      650        30,771   
Symrise AG      1,436        48,614   
W. R. Grace & Co. (a)      746        43,089   
    

 

 

 
             $ 282,760   
Specialty Stores - 5.0%                 
Citi Trends, Inc. (a)      1,102      $ 12,800   
Ethan Allen Interiors, Inc.      1,460        32,237   
Francesca’s Holdings Corp. (a)      970        34,270   
MonotaRO Co. Ltd.      2,700        58,001   
Monro Muffler Brake, Inc.      1,202        40,688   
NEXT PLC      492        27,929   

 

16


Table of Contents

Portfolio of Investments – continued

 

Issuer           Shares/Par     Value ($)  
     
Common Stocks - continued                        
Specialty Stores - continued                        
Tiffany & Co.       750      $ 46,463   
Urban Outfitters, Inc. (a)       1,118        41,970   
     

 

 

 
                    $ 294,358   
Telephone Services - 1.4%                        
PT XL Axiata Tbk       61,000      $ 46,062   
Ziggo N.V.       1,090        34,056   
     

 

 

 
                    $ 80,118   
Tobacco - 0.8%                        
Swedish Match AB             1,094      $ 45,464   
Trucking - 1.9%                        
Atlas Air Worldwide Holdings, Inc. (a)       617      $ 31,776   
DSV A.S.       998        21,715   
Swift Transportation Co. (a)       7,310        59,577   
     

 

 

 
                    $ 113,068   
Total Common Stocks (Identified Cost, $5,142,249)              $ 5,785,714   
      First Exercise                  
Warrants - 0.8%                        
Consumer Products - 0.4%                        
Merrill Lynch International & Co. (Dabur Ltd. - Zero Strike Warrant (1 share for 1 warrant)) (a)(n)     5/27/11        11,910      $ 26,287   
Other Banks & Diversified Financials - 0.4%                        
Merrill Lynch International & Co. (Federal Bank Ltd. - Zero Strike Warrant (1 share for 1 warrant)) (a)(n)     8/30/10        3,033      $ 22,202   
Total Warrants (Identified Cost, $43,782)      $ 48,489   
Money Market Funds - 3.3%                        
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value (v)             193,187      $ 193,187   
Total Investments (Identified Cost, $5,379,218)              $ 6,027,390   
Other Assets, Less Liabilities - (2.1)%                     (124,595
Net Assets - 100.0%                   $ 5,902,795   

 

17


Table of Contents

Portfolio of Investments – continued

 

 

(a) Non-income producing security.
(n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $48,489, representing 0.82% of net assets.
(v) Underlying affiliated fund that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

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

 

GDR   Global Depositary Receipt
IEU   International Equity Unit
IPS   International Preference Stock
PLC   Public Limited Company

See Notes to Financial Statements

 

18


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/12

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, $5,186,031)

     $5,834,203   

Underlying affiliated funds, at cost and value

     193,187   

Total investments, at value (identified cost, $5,379,218)

     $6,027,390   

Foreign currency, at value (identified cost, $60)

     61   

Receivables for

  

Investments sold

     42,595   

Fund shares sold

     16,819   

Interest and dividends

     4,919   

Receivable from investment adviser

     17,869   

Total assets

     $6,109,653   
Liabilities         

Payables for

  

Investments purchased

     $169,136   

Fund shares reacquired

     5,865   

Payable to affiliates

  

Shareholder servicing costs

     55   

Distribution and service fees

     57   

Payable for independent Trustees’ compensation

     2   

Accrued expenses and other liabilities

     31,743   

Total liabilities

     $206,858   

Net assets

     $5,902,795   
Net assets consist of         

Paid-in capital

     $5,174,098   

Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies (net of $423 deferred country tax)

     647,762   

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

     80,935   

Net assets

     $5,902,795   

Shares of beneficial interest outstanding

     491,091   

 

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

Class A

     $1,274,397            106,094         $12.01   

Class B

     203,484            17,027         11.95   

Class C

     295,985            24,769         11.95   

Class I

     3,649,015            303,201         12.03   

Class R1

     119,500            10,000         11.95   

Class R2

     119,925            10,000         11.99   

Class R3

     120,138            10,000         12.01   

Class R4

     120,351            10,000         12.04   

 

(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 $12.74 [100/94.25 * $12.01]. 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, RI, R2, R3, and R4.

See Notes to Financial Statements

 

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Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Period ended 8/31/12 (c)

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

     $45,117   

Dividends from underlying affiliated funds

     103   

Foreign taxes withheld

     (2,076

Total investment income

     $43,144   

Expenses

  

Management fee

     $29,128   

Distribution and service fees

     4,645   

Shareholder servicing costs

     770   

Administrative services fee

     12,431   

Independent Trustees’ compensation

     799   

Custodian fee

     30,308   

Shareholder communications

     5,320   

Audit and tax fees

     29,821   

Legal fees

     93   

Registration fees

     12,836   

Miscellaneous

     9,134   

Total expenses

     $135,285   

Fees paid indirectly

     (1

Reduction of expenses by investment adviser

     (93,268

Net expenses

     $42,016   

Net investment income

     $1,128   
Realized and unrealized gain (loss) on investments and
foreign currency
        

Realized gain (loss) (identified cost basis)

  

Investments (net of $568 country tax)

     $82,418   

Foreign currency

     (2,611

Net realized gain (loss) on investments and foreign currency

     $79,807   

Change in unrealized appreciation (depreciation)

  

Investments (net of $423 increase in deferred country tax)

     $647,749   

Translation of assets and liabilities in foreign currencies

     13   

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

     $647,762   

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

     $727,569   

Change in net assets from operations

     $728,697   

 

(c) For the period from the commencement of the fund’s investment operations, December 16, 2011, through the stated period end.

See Notes to Financial Statements

 

20


Table of Contents

Financial Statements

 

STATEMENT OF CHANGES IN NET ASSETS

This statement describes the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

Change in net assets    Period ended
8/31/12 (c)
 
From operations         

Net investment income

     $1,128   

Net realized gain (loss) on investments and foreign currency

     79,807   

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

     647,762   

Change in net assets from operations

     $728,697   

Change in net assets from fund share transactions

     $5,174,098   

Total change in net assets

     $5,902,795   
Net assets         

At beginning of period

     $—   

At end of period

     $5,902,795   

 

(c) For the period from the commencement of the fund’s investment operations, December 16, 2011, through the stated period end.

See Notes to Financial Statements

 

21


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years (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    Period ended
8/31/12 (c)
 

Net asset value, beginning of period

     $10.00   
Income (loss) from investment operations         

Net investment income (d)

     $0.00 (w) 

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

     2.01   

Total from investment operations

     $2.01   

Net asset value, end of period (x)

     $12.01   

Total return (%) (r)(s)(t)(x)

     20.10 (n) 
Ratios (%) (to average net assets) and Supplemental data:         

Expenses before expense reductions (f)

     4.66 (a) 

Expenses after expense reductions (f)

     1.50 (a) 

Net investment income

     0.03 (a) 

Portfolio turnover

     40 (n) 

Net assets at end of period (000 omitted)

     $1,274   
Class B    Period ended
8/31/12 (c)
 

Net asset value, beginning of period

     $10.00   
Income (loss) from investment operations         

Net investment loss (d)

     $(0.06

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

     2.01   

Total from investment operations

     $1.95   

Net asset value, end of period (x)

     $11.95   

Total return (%) (r)(s)(t)(x)

     19.50 (n) 
Ratios (%) (to average net assets) and Supplemental data:         

Expenses before expense reductions (f)

     5.34 (a) 

Expenses after expense reductions (f)

     2.25 (a) 

Net investment loss

     (0.78 )(a) 

Portfolio turnover

     40 (n) 

Net assets at end of period (000 omitted)

     $203   

See Notes to Financial Statements

 

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Class C    Period ended
8/31/12 (c)
 

Net asset value, beginning of period

     $10.00   
Income (loss) from investment operations         

Net investment loss (d)

     $(0.06

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

     2.01   

Total from investment operations

     $1.95   

Net asset value, end of period (x)

     $11.95   

Total return (%) (r)(s)(t)(x)

     19.50 (n) 
Ratios (%) (to average net assets) and Supplemental data:         

Expenses before expense reductions (f)

     5.43 (a) 

Expenses after expense reductions (f)

     2.25 (a) 

Net investment loss

     (0.80 )(a) 

Portfolio turnover

     40 (n) 

Net assets at end of period (000 omitted)

     $296   
Class I    Period ended
8/31/12 (c)
 

Net asset value, beginning of period

     $10.00   
Income (loss) from investment operations         

Net investment income (d)

     $0.01   

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

     2.02   

Total from investment operations

     $2.03   

Net asset value, end of period (x)

     $12.03   

Total return (%) (r)(s)(x)

     20.30 (n) 
Ratios (%) (to average net assets) and Supplemental data:         

Expenses before expense reductions (f)

     4.37 (a) 

Expenses after expense reductions (f)

     1.25 (a) 

Net investment income

     0.17 (a) 

Portfolio turnover

     40 (n) 

Net assets at end of period (000 omitted)

     $3,649   

See Notes to Financial Statements

 

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Financial Highlights – continued

 

 

Class R1    Period ended
8/31/12 (c)
 

Net asset value, beginning of period

     $10.00   
Income (loss) from investment operations         

Net investment loss (d)

     $(0.07

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

     2.02   

Total from investment operations

     $1.95   

Net asset value, end of period (x)

     $11.95   

Total return (%) (r)(s)(x)

     19.50 (n) 
Ratios (%) (to average net assets) and Supplemental data:         

Expenses before expense reductions (f)

     5.34 (a) 

Expenses after expense reductions (f)

     2.25 (a) 

Net investment loss

     (0.81 )(a) 

Portfolio turnover

     40 (n) 

Net assets at end of period (000 omitted)

     $120   
Class R2    Period ended
8/31/12 (c)
 

Net asset value, beginning of period

     $10.00   
Income (loss) from investment operations         

Net investment loss (d)

     $(0.03

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

     2.02   

Total from investment operations

     $1.99   

Net asset value, end of period (x)

     $11.99   

Total return (%) (r)(s)(x)

     19.90 (n) 
Ratios (%) (to average net assets) and Supplemental data:         

Expenses before expense reductions (f)

     4.84 (a) 

Expenses after expense reductions (f)

     1.75 (a) 

Net investment loss

     (0.31 )(a) 

Portfolio turnover

     40 (n) 

Net assets at end of period (000 omitted)

     $120   

See Notes to Financial Statements

 

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Financial Highlights – continued

 

 

Class R3    Period ended
8/31/12 (c)
 

Net asset value, beginning of period

     $10.00   
Income (loss) from investment operations         

Net investment loss (d)

     $(0.00 )(w) 

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

     2.01   

Total from investment operations

     $2.01   

Net asset value, end of period (x)

     $12.01   

Total return (%) (r)(s)(x)

     20.10 (n) 
Ratios (%) (to average net assets) and Supplemental data:         

Expenses before expense reductions (f)

     4.59 (a) 

Expenses after expense reductions (f)

     1.50 (a) 

Net investment loss

     (0.06 )(a) 

Portfolio turnover

     40 (n) 

Net assets at end of period (000 omitted)

     $120   
Class R4    Period ended
8/31/12 (c)
 

Net asset value, beginning of period

     $10.00   
Income (loss) from investment operations         

Net investment income (d)

     $0.02   

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

     2.02   

Total from investment operations

     $2.04   

Net asset value, end of period (x)

     $12.04   

Total return (%) (r)(s)(x)

     20.40 (n) 
Ratios (%) (to average net assets) and Supplemental data:         

Expenses before expense reductions (f)

     4.34 (a) 

Expenses after expense reductions (f)

     1.25 (a) 

Net investment income

     0.19 (a) 

Portfolio turnover

     40 (n) 

Net assets at end of period (000 omitted)

     $120   

See Notes to Financial Statements

 

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(a) Annualized.
(c) For the period from the commencement of the fund’s investment operations, December 16, 2011, through the stated period end.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(n) Not annualized.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(w) Per share amount was less than $0.01.
(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment.

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

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

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

 

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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

 

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

 

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

United States

     $3,140,865         $—         $—         $3,140,865   

United Kingdom

     802,503                         802,503   

Japan

     140,973         227,020                 367,993   

Brazil

     212,947         7                 212,954   

Germany

     197,209                         197,209   

Spain

     111,571                         111,571   

France

     104,592                         104,592   

Hong Kong

             93,846                 93,846   

Indonesia

     81,825                         81,825   

Other Countries

     584,889         135,956                 720,845   
Mutual Funds      193,187                         193,187   
Total Investments      $5,570,561         $456,829         $—         $6,027,390   

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.

Zero Strike Warrants – The fund invested in low exercise price call warrants (zero strike warrants). Zero strike warrants are issued by banks or broker-dealers and allow the fund to gain exposure to common stocks in markets that place restrictions on investments by foreign investors and may or may not be traded on an exchange. Income received from zero strike warrants is recorded as dividend income in the Statement of Operations. To the extent the fund invests in zero strike warrants whose returns correspond to the performance of a foreign stock, investing in zero strike warrants will involve risks similar to the risks of investing in foreign securities. Additional risks associated with zero strike warrants include the potential inability of the counterparty to fulfill their obligations under the warrant, inability to transfer or liquidate the warrants and potential delays or an inability to redeem before expiration under certain market conditions.

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

 

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

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

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

Fees Paid Indirectly – The fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the period ended August 31, 2012, is shown as a reduction of total expenses on the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Foreign taxes have been accrued by the fund in the accompanying financial statements.

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

During the period ended August 31, 2012, there were no significant adjustments due to differences between book and tax accounting.

The fund declared no distributions for the period ended August 31, 2012.

 

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

 

As of 8/31/12       
Cost of investments      $5,379,468   
Gross appreciation      780,966   
Gross depreciation      (133,044
Net unrealized appreciation (depreciation)      $647,922   
Undistributed ordinary income      81,185   
Other temporary differences      (410

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.

(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      0.975
Next $1.5 billion of average daily net assets      0.90
Average daily net assets in excess of $2.5 billion      0.85

The management fee incurred for the period ended August 31, 2012 was equivalent to an annual effective rate of 0.975% of the fund’s average daily net assets.

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

 

Class A    Class B    Class C    Class I    Class R1    Class R2    Class R3    Class R4

1.50%

   2.25%    2.25%    1.25%    2.25%    1.75%    1.50%    1.25%

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2013. For the period ended August 31, 2012, this reduction amounted to $93,254 and is reflected as a reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $1,389 for the period ended August 31, 2012, as its portion of the initial sales charge on sales of Class A shares of the fund.

 

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

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

Distribution Plan Fee Table:

 

     Distribution
Fee Rate (d)
     Service
Fee Rate (d)
     Total
Distribution
Plan (d)
     Annual
Effective
Rate (e)
     Distribution
and Service
Fee
 
Class A              0.25%         0.25%         0.25%         $1,019   
Class B      0.75%         0.25%         1.00%         1.00%         1,035   
Class C      0.75%         0.25%         1.00%         1.00%         1,176   
Class R1      0.75%         0.25%         1.00%         1.00%         808   
Class R2      0.25%         0.25%         0.50%         0.50%         404   
Class R3              0.25%         0.25%         0.25%         203   
Total Distribution and Service Fees               $4,645   

 

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’ average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the period ended August 31, 2012 based on each class’ average daily net assets.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD. There were no contingent deferred sales charges imposed during the period ended August 31, 2012.

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the period ended August 31, 2012, the fee was $602, which equated to 0.0202% 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 period ended August 31, 2012, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $168.

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

 

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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 period ended August 31, 2012 was equivalent to an annual effective rate of 0.4159% of the fund’s average daily net assets.

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

Other – This fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the period ended August 31, 2012, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $24 and are included in “Miscellaneous” expense on the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $14, which is shown as a reduction of total expenses in the Statement of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.

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

On December 15, 2011, MFS purchased 10,000 shares each of Class A, Class B, Class C, Class R1, Class R2, Class R3, and Class R4 and 230,000 shares of Class I for an aggregate amount of $3,000,000. At August 31, 2012, MFS was the sole shareholder of Class R1, Class R2, Class R3, and Class R4.

(4) Portfolio Securities

Purchases and sales of investments, other than U.S. Government securities and short-term obligations, aggregated $6,799,380 and $1,696,335, respectively.

 

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(5) Shares of Beneficial Interest

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

 

     Period ended
8/31/12 (c)
 
     Shares      Amount  
Shares sold      

Class A

     109,628         $1,247,750   

Class B

     18,249         195,363   

Class C

     25,509         276,674   

Class I

     303,810         3,125,329   

Class R1

     10,000         100,000   

Class R2

     10,000         100,000   

Class R3

     10,000         100,000   

Class R4

     10,000         100,000   
     497,196         $5,245,116   
Shares reacquired      

Class A

     (3,534      $(40,457

Class B

     (1,222      (14,375

Class C

     (740      (8,864

Class I

     (609      (7,322
     (6,105      $(71,018
Net change      

Class A

     106,094         $1,207,293   

Class B

     17,027         180,988   

Class C

     24,769         267,810   

Class I

     303,201         3,118,007   

Class R1

     10,000         100,000   

Class R2

     10,000         100,000   

Class R3

     10,000         100,000   

Class R4

     10,000         100,000   
     491,091         $5,174,098   

 

(c) For the period from the commencement of the fund’s investment operations, December 16, 2011, through the stated period end.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds

 

34


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Notes to Financial Statements – continued

 

managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the period ended August 31, 2012, the fund’s commitment fee and interest expense were $9 and $0, respectively, and are included in “Miscellaneous” expense on the Statement of Operations.

(7) Transactions in Underlying Affiliated Funds-Affiliated Issuers

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

 

Underlying Affiliated Fund    Beginning
Shares/Par
Amount
     Acquisitions
Shares/Par
Amount
     Dispositions
Shares/Par
Amount
     Ending
Shares/Par
Amount
 
MFS Institutional Money
Market Portfolio
             5,360,563         (5,167,376      193,187   
Underlying Affiliated Fund    Realized
Gain (Loss)
     Capital Gain
Distributions
     Dividend
Income
     Ending
Value
 
MFS Institutional Money
Market Portfolio
     $—         $—         $103         $193,187   

 

35


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust IV and Shareholders of MFS Global New Discovery Fund:

We have audited the accompanying statement of assets and liabilities of MFS Global New Discovery Fund (the Fund) (one of the portfolios comprising MFS Series Trust IV), including the portfolio of investments, as of August 31, 2012, and the related statement of operations, the statement of changes in net assets and the financial highlights for the period December 16, 2011 (commencement of operations) to August 31, 2012. 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 audit.

We conducted our audit 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 audit 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, 2012, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides 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 the MFS Global New Discovery Fund at August 31, 2012, and the results of its operations, the changes in its net assets and the financial highlights for the period December 16, 2011 (commencement of operations) to August 31, 2012, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

October 17, 2012

 

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Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and officers of the Trust, as of October 1, 2012, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and officer is 500 Boylston Street, Boston, Massachusetts 02116.

 

Name, 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 48)
  Trustee   February 2004   Massachusetts Financial Services Company, Chairman, Chief Executive Officer and Director; President (until December 2009); Chief Investment Officer (until July 2010)   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 70)
  Trustee and Chair of Trustees   January 2004   Retired; Cleveland-Cliffs Inc. (mining products and service provider), Vice Chairman/Director (until 2007)   Lincoln Electric Holdings, Inc. (welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting), Director/Non-Executive Chairman; Portman Limited (mining), Director (until 2008)
Robert E. Butler
(age 70)
  Trustee   January 2006   Consultant – investment company industry regulatory and compliance matters   N/A

Maureen R. Goldfarb

(age 57)

  Trustee   January 2009   Private investor   N/A
William R. Gutow
(age 71)
  Trustee   December 1993   Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman   Atlantic Coast Tan (tanning salons), Vice Chairman (until 2007); Texas Donuts (donut franchise), Vice Chairman (until 2010)
Michael Hegarty
(age 67)
  Trustee   December 2004   Private investor   N/A

John P. Kavanaugh

(age 57)

  Trustee   January 2009   Private investor   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)

J. Dale Sherratt
(age 74)
  Trustee   June 1989   Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General Partner   N/A
Laurie J. Thomsen
(age 55)
  Trustee   March 2005   Private investor; New Profit, Inc. (venture philanthropy), Executive Partner (until 2010)   The Travelers Companies (insurance), Director
Robert W. Uek
(age 71)
  Trustee   January 2006   Consultant to investment company industry   N/A
OFFICERS        

John M. Corcoran  (k)

(age 47)

  President   October 2008   Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until September 2008)   N/A
Christopher R. Bohane  (k)
(age 38)
  Assistant Secretary and Assistant Clerk   July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kino Clark  (k)

(age 44)

 

Assistant

Treasurer

  January 2012  

Massachusetts Financial

Services Company,

Vice President

  N/A

Thomas H. Connors  (k)

(age 53)

 

Assistant

Secretary and Assistant Clerk

  September 2012  

Massachusetts Financial Services Company,

Vice President and Senior Counsel; Deutsche Asset Management, Director and Senior Counsel (until 2012)

  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)

Ethan D. Corey  (k)
(age 48)
  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 44)
  Treasurer   July 2005   Massachusetts Financial Services Company, Senior Vice President   N/A
Robyn L. Griffin
(age 37)
  Assistant
Independent
Chief Compliance
Officer
  August 2008   Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice President (October 2006 – July 2008);   N/A

Brian E. Langenfeld  (k)

(age 39)

  Assistant
Secretary and Assistant Clerk
  June 2006   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Susan S. Newton  (k)

(age 62)

  Assistant
Secretary and Assistant Clerk
  May 2005   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A
Susan A. Pereira  (k)
(age 41)
  Assistant
Secretary and Assistant Clerk
  July 2005   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A

Kasey L. Phillips  (k)

(age 41)

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

Mark N. Polebaum  (k)
(age 60)
  Secretary and
Clerk
  January 2006   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A
Frank L. Tarantino
(age 68)
  Independent
Chief Compliance Officer
  June 2004   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel  (k)
(age 42)
  Assistant Secretary and Assistant Clerk   October 2007   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A
James O. Yost  (k)
(age 52)
 

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. For the period October 2008, until January 2012, Mr. Corcoran served as Treasurer of the Funds. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of position with MFS. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.

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

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of January 1, 2012, the Trustees served as board members of 131 funds within the MFS Family of Funds.

 

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Table of Contents

Trustees and Officers – continued

 

The Statement of Additional Information for the 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
500 Boylston Street
Boston, MA 02116-3741
 

State Street Bank and Trust

1 Lincoln Street

Boston, MA 02111-2900

Distributor   Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
500 Boylston Street
Boston, MA 02116-3741
 

Ernst & Young LLP

200 Clarendon Street
Boston, MA 02116

Portfolio Managers  
Peter Fruzzetti  
Thomas Wetherald  

 

41


Table of Contents

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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

PROXY VOTING POLICIES AND INFORMATION

A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at  http://www.sec.gov .

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at  http://www.sec.gov .

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site ( mfs.com ). This information is available by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of mfs.com .

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2012 income tax forms in January 2013.

 

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Table of Contents

rev. 3/11

 

 
FACTS   WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

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Page 2  

 

 

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

 

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 and other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint Marketing  

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

 

  MFS doesn t jointly market.

 

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

 

44


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 definitions enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code of Ethics is filed as an exhibit to this Form N-CSR.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Robert E. Butler, John P. Kavanaugh and Robert W. Uek and Ms. Laurie J. Thomsen, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. Butler, Kavanaugh and Uek and Ms. Thomsen are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants 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 (the series referred to collectively as the “Funds” and singularly as a “Fund”). The tables below set forth the audit fees billed to the Funds as well as fees for non-audit services provided to the Funds and/or to the Funds’ 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 Funds (“MFS Related Entities”).


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For the fiscal years ended August 31, 2012 and 2011, audit fees billed to the Funds by Deloitte and E&Y were as follows:

 

     Audit Fees  
Fees billed by Deloitte:    2012      2011  

MFS Government Money Market Fund

     24,495         23,606   

MFS Mid Cap Growth Fund

     41,857         40,316   

MFS Money Market Fund

     29,730         28,644   

Total

     96,082         92,566   
     Audit Fees  
Fees billed by E&Y:    2012      2011  

MFS Global New Discovery Fund

     21,300         N/A ** 

For the fiscal years ended August 31, 2012 and 2011, fees billed by Deloitte and E&Y for audit-related, tax and other services provided to the Funds and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

     Audit-Related Fees 1      Tax Fees 2      All Other Fees 3  
Fees billed by Deloitte:    2012      2011      2012      2011      2012      2011 5  

To MFS Government Money Market Fund

     0         0         3,573         3,439         641         1,248   

To MFS Mid Cap Growth Fund

     0         0         6,288         6,052         950         1,248   

To MFS Money Market Fund

     0         0         3,574         3,440         788         1,248   

Total fees billed by Deloitte To above Funds:

     0         0         13,435         12,931         2,379         3,744   
     Audit-Related Fees      Tax Fees      All Other Fees  
Fees billed by Deloitte:    2012      2011 5      2012      2011      2012      2011 5  

To MFS and MFS Related Entities of MFS Government Money Market Fund *

     1,249,664         810,204         0         0         0         113,100   

To MFS and MFS Related Entities of MFS Mid Cap Growth Fund *

     1,249,664         810,204         0         0         0         113,100   

To MFS and MFS Related Entities of MFS Money Market Fund *

     1,249,664         810,204         0         0         0         113,100   


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Aggregate fees for non-audit services:    2012      2011 5  

To MFS Government Money Market Fund, MFS and MFS Related Entities #

     1,541,398         1,352,207   

To MFS Mid Cap Growth Fund, MFS and MFS Related Entities #

     1,544,422         1,354,820   

To MFS Money Market Fund, MFS and MFS Related Entities #

     1,541,546         1,352,208   

 

     Audit-Related Fees 1     Tax Fees 2     All Other Fees 4  
Fees billed by E&Y:      2012          2011         2012          2011         2012          2011    

To MFS Global New Discovery Fund

     0         N/A **      8,238         N/A **      0         N/A ** 
     Audit-Related Fees     Tax Fees     All Other Fees  
Fees billed by E&Y:    2012      2011     2012      2011     2012      2011  

To MFS and MFS Related Entities of MFS Global New Discovery Fund*

     0         0        0         0        0         0   

 

Aggregate fees for non-audit services:    2012      2011  

To MFS New Global New Discovery Fund, MFS and MFS Related Entities #

        133,238              25,000   

 

*  

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).

**  

MFS Global New Discovery Fund commenced investment operations in December 2011.

# This amount reflects the aggregate fees billed by Deloitte or E&Y for non-audit services rendered to the Fund and for non-audit services rendered to MFS and the MFS Related Entities.
1  

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.


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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 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”.

5  

Certain fees reported in 2011 have been restated in this filing from those reported in the Registrant’s filing for the reporting period ended August 31, 2011.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Funds and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 in each period between regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

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

Item 4(f): Not applicable.

Item 4(h): The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.


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ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

 

ITEM 6. INVESTMENTS

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

 

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

Not applicable to the Registrant.

 

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

Not applicable to the Registrant.

 

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

Not applicable to the Registrant.

 

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

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

 

ITEM 11. CONTROLS AND PROCEDURES.

 

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


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

 

ITEM 12. EXHIBITS.

 

(a) File the exhibits listed below as part of this form. Letter or number the exhibits in the sequence indicated.

 

  (1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Code of Ethics attached hereto.

 

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

 

(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: Attached hereto.


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Notice

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


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SIGNATURES

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

(Registrant) MFS SERIES TRUST IV

 

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

Date: October 17, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

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

Date: October 17, 2012

 

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

Date: October 17, 2012

 

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