Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22033
MFS SERIES TRUST XIV
(Exact name of registrant as specified in charter)
111 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)
Kristin V. Collins
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, Massachusetts 02199
(Name and address of agents for service)
Registrant’s telephone number, including area code: (617) 954-5000
Date of fiscal year end: August 31
Date of reporting period: August 31, 2015
Table of Contents
| ITEM 1. | REPORTS TO STOCKHOLDERS. |
Table of Contents
ANNUAL REPORT
August 31, 2015
MFS® INSTITUTIONAL MONEY
MARKET PORTFOLIO
IMM-ANN
Table of Contents
MFS® INSTITUTIONAL MONEY MARKET PORTFOLIO
The report is prepared for the general information of shareholders.
It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE
Table of Contents
Dear Shareholders:
The U.S. economy bounced back after another harsh winter curtailed domestic consumption. Despite strengthening labor and housing markets, however, a stronger U.S. dollar and weak overseas demand have held back corporate earnings.
China’s economic growth continues to slow, raising concerns and adding to global market volatility. Commodity exporters, including Australia and Canada, have been hurt by weaker Chinese demand. Global oil markets remain oversupplied, putting pressure on crude oil and gasoline prices.
In Europe, concerns about a potential Greek debt default have faded, and the eurozone’s economy is expanding mildly. Hopes for a more robust regionwide recovery rest on the European Central Bank’s quantitative easing program.
The world’s financial markets have become increasingly complex in recent years. Now, more than ever, it is important to understand companies on a global basis. At MFS®, we believe our integrated research platform, collaborative culture, active risk management process and long-term focus give us a research advantage.
As investors, we aim to add long-term value. We believe this approach will serve you well as you work with your financial advisor to reach your investment objectives.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
October 15, 2015
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
1
Table of Contents
Portfolio structure (u)
| Composition including fixed income credit quality (a)(u) | ||||
| A-1+ | 34.8% | |||
| A-1 | 65.2% | |||
| Not Rated | 0.0% | |||
| Other Assets Less Liabilities (o) | (0.0)% | |||
| Maturity breakdown (u) | ||||
| 0 - 7 days | 21.4% | |||
| 8 - 29 days | 51.8% | |||
| 30 - 59 days | 12.5% | |||
| 60 - 89 days | 9.3% | |||
| 90 - 365 days | 5.0% | |||
| Other Assets Less Liabilities (o) | (0.0)% |
| (a) | Ratings are assigned to portfolio securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P scale. All ratings are subject to change. The fund is not rated by these agencies. |
| (o) | Less than 0.1%. |
| (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 8/31/15.
The portfolio is actively managed and current holdings may be different.
2
Table of Contents
PERFORMANCE SUMMARY THROUGH 8/31/15
Total returns as well as the current 7-day yield have been provided for the applicable time periods. Performance results reflect the percentage change in net asset value, including the reinvestment of any dividends and capital gains distributions. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Although the fund seeks to preserve the value of your investment at $1.00 per share, you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.
| Inception | 1-Year Total | Current 7-day yield | ||||||
| 3/19/07 | 0.10% | 0.11% |
Yields quoted are based on the latest seven days ended as of August 31, 2015, with dividends annualized. The yield quotations more closely reflect the current earnings of the fund than the total return quotations. Shares of the fund can be purchased at net asset value without a sales charge.
Notes to Performance Summary
Performance results reflect any applicable expense subsidies, waivers and adjustments 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. All results are historical and assume the reinvestment of any dividends and capital gain distributions.
3
Table of Contents
Fund expenses borne by the shareholders during the period, March 1, 2015 through August 31, 2015
As a shareholder of the fund, you incur ongoing costs, including 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, 2015 through August 31, 2015.
Actual Expenses
The first line of 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 of 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 of 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.
Annualized Expense Ratio | Beginning Account Value 3/01/15 | Ending Account Value | Expenses Paid During Period (p) 3/01/15-8/31/15 | |||||||||||||
| Actual | 0.01% | $1,000.00 | $1,000.50 | $0.05 | ||||||||||||
| Hypothetical (h) | 0.01% | $1,000.00 | $1,025.16 | $0.05 | ||||||||||||
| (h) | 5% fund return per year before expenses. |
| (p) | “Expenses Paid During Period” are equal to the fund’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
4
Table of Contents
8/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| Certificates of Deposit - 12.4% | ||||||||
| Issuer | Shares/Par | Value ($) | ||||||
| Major Banks - 11.2% | ||||||||
| Bank of Montreal/Chicago Branch, 0.11%, due 9/03/15 | $ | 37,200,000 | $ | 37,200,000 | ||||
| Bank of Montreal/Chicago Branch, 0.19%, due 9/21/15 | 130,694,000 | 130,694,000 | ||||||
| Bank of Montreal/Chicago Branch, 0.14%, due 9/23/15 | 60,100,000 | 60,100,000 | ||||||
| Bank of Nova Scotia/Houston Branch, 0.22%, due 9/17/15 | 68,600,000 | 68,600,000 | ||||||
| Bank of Nova Scotia/Houston Branch, 0.24%, due 9/22/15 | 36,080,000 | 36,080,000 | ||||||
| Canadian Imperial Bank of Commerce/New York Branch, 0.15%, due 9/21/15 | 92,790,000 | 92,790,000 | ||||||
| Canadian Imperial Bank of Commerce/New York Branch, 0.2%, due 10/26/15 | 115,549,000 | 115,549,000 | ||||||
| Toronto Dominion Holdings (USA), Inc., 0.125%, due 9/03/15 | 72,874,000 | 72,874,000 | ||||||
|
| |||||||
| $ | 613,887,000 | |||||||
| Other Banks & Diversified Financials - 1.2% | ||||||||
| Mizuho Corporate Bank (USA)/New York Branch, 0.26%, due 9/14/15 | $ | 62,600,000 | $ | 62,600,000 | ||||
| Total Certificates of Deposit, at Cost and Value | $ | 676,487,000 | ||||||
| Commercial Paper (y) - 53.6% | ||||||||
| Automotive - 7.4% | ||||||||
| American Honda Finance Corp., 0.12%, due 9/08/15 | $ | 58,000,000 | $ | 57,998,647 | ||||
| American Honda Finance Corp., 0.12%, due 9/11/15 | 54,000,000 | 53,998,200 | ||||||
| American Honda Finance Corp., 0.12%, due 9/14/15 | 49,310,000 | 49,307,863 | ||||||
| American Honda Finance Corp., 0.12%, due 9/23/15 | 8,750,000 | 8,749,358 | ||||||
| American Honda Finance Corp., 0.12%, due 9/24/15 | 30,000,000 | 29,997,700 | ||||||
| American Honda Finance Corp., 0.15%, due 9/24/15 | 16,700,000 | 16,698,400 | ||||||
| American Honda Finance Corp., 0.15%, due 10/08/15 | 10,000,000 | 9,998,458 | ||||||
| Toyota Motor Credit Corp., 0.13%, due 9/10/15 | 49,700,000 | 49,698,385 | ||||||
| Toyota Motor Credit Corp., 0.15%, due 9/23/15 | 45,000,000 | 44,995,875 | ||||||
| Toyota Motor Credit Corp., 0.16%, due 9/23/15 | 48,439,000 | 48,434,264 | ||||||
| Toyota Motor Credit Corp., 0.23%, due 10/27/15 | 34,890,000 | 34,877,517 | ||||||
|
| |||||||
| $ | 404,754,667 | |||||||
| Computer Software - Systems - 5.7% | ||||||||
| Apple, Inc., 0.08%, due 9/23/15 (t) | $ | 86,000,000 | $ | 85,995,796 | ||||
| International Business Machines Corp., 0.11%, due 9/23/15 (t) | 100,000,000 | 99,993,278 | ||||||
| International Business Machines Corp., 0.12%, due 9/23/15 (t) | 9,665,000 | 9,664,291 | ||||||
| International Business Machines Corp., 0.12%, due 9/24/15 (t) | 60,788,000 | 60,783,340 | ||||||
| International Business Machines Corp., 0.12%, due 9/28/15 (t) | 57,310,000 | 57,304,842 | ||||||
|
| |||||||
| $ | 313,741,547 | |||||||
5
Table of Contents
Portfolio of Investments – continued
| Issuer | Shares/Par | Value ($) | ||||||
| Commercial Paper (y) - continued | ||||||||
| Consumer Products - 5.7% | ||||||||
| Colgate-Palmolive Co., 0.1%, due 9/15/15 (t) | $ | 8,155,000 | $ | 8,154,683 | ||||
| Colgate-Palmolive Co., 0.11%, due 9/18/15 (t) | 90,000,000 | 89,995,325 | ||||||
| Procter & Gamble Co., 0.08%, due 9/02/15 (t) | 43,703,000 | 43,702,903 | ||||||
| Procter & Gamble Co., 0.1%, due 9/14/15 (t) | 172,555,000 | 172,548,769 | ||||||
|
| |||||||
| $ | 314,401,680 | |||||||
| Electrical Equipment - 0.9% | ||||||||
| General Electric Co., 0.13%, due 9/23/15 | $ | 49,400,000 | $ | 49,396,075 | ||||
| Electronics - 3.0% | ||||||||
| Emerson Electric Co., 0.12%, due 9/18/15 (t) | $ | 35,500,000 | $ | 35,497,988 | ||||
| Emerson Electric Co., 0.11%, due 9/21/15 (t) | 46,675,000 | 46,672,148 | ||||||
| Emerson Electric Co., 0.11%, due 9/25/15 (t) | 28,400,000 | 28,397,917 | ||||||
| Emerson Electric Co., 0.11%, due 10/05/15 (t) | 52,500,000 | 52,494,546 | ||||||
|
| |||||||
| $ | 163,062,599 | |||||||
| Financial Institutions - 3.3% | ||||||||
| General Electric Capital Corp., 0.15%, due 9/15/15 | $ | 61,967,000 | $ | 61,963,385 | ||||
| General Electric Capital Corp., 0.12%, due 9/16/15 | 16,670,000 | 16,669,166 | ||||||
| General Electric Capital Corp., 0.13%, due 9/23/15 | 100,000,000 | 99,992,056 | ||||||
|
| |||||||
| $ | 178,624,607 | |||||||
| Food & Beverages - 6.3% | ||||||||
| Anheuser-Busch InBev Worldwide, Inc., 0.13%, due 9/01/15 (t) | $ | 21,700,000 | $ | 21,700,000 | ||||
| Anheuser-Busch InBev Worldwide, Inc., 0.1%, due 9/08/15 (t) | 21,516,000 | 21,515,582 | ||||||
| Anheuser-Busch InBev Worldwide, Inc., 0.11%, due 9/16/15 (t) | 50,000,000 | 49,997,708 | ||||||
| Anheuser-Busch InBev Worldwide, Inc., 0.12%, due 9/23/15 (t) | 2,680,000 | 2,679,803 | ||||||
| Coca-Cola Co., 0.08%, due 9/08/15 (t) | 18,600,000 | 18,599,711 | ||||||
| Coca-Cola Co., 0.1%, due 9/08/15 (t) | 3,000,000 | 2,999,942 | ||||||
| Coca-Cola Co., 0.16%, due 10/13/15 (t) | 20,379,000 | 20,375,196 | ||||||
| Coca-Cola Co., 0.23%, due 10/19/15 (t) | 20,000,000 | 19,993,867 | ||||||
| Coca-Cola Co., 0.16%, due 10/22/15 (t) | 5,072,000 | 5,070,850 | ||||||
| Coca-Cola Co., 0.2%, due 11/24/15 (t) | 21,500,000 | 21,489,967 | ||||||
| Coca-Cola Co., 0.391%, due 1/11/16 (t) | 15,000,000 | 14,978,550 | ||||||
| PepsiCo, Inc., 0.08%, due 9/09/15 (t) | 83,640,000 | 83,638,513 | ||||||
| PepsiCo, Inc., 0.08%, due 9/10/15 (t) | 46,789,000 | 46,788,064 | ||||||
| PepsiCo, Inc., 0.09%, due 9/18/15 (t) | 16,250,000 | 16,249,309 | ||||||
|
| |||||||
| $ | 346,077,062 | |||||||
| Major Banks - 6.1% | ||||||||
| Royal Bank of Canada, 0.11%, due 9/23/15 | $ | 165,140,000 | $ | 165,128,899 | ||||
| Royal Bank of Canada, 0.06%, due 9/28/15 | 41,890,000 | 41,888,115 | ||||||
| Toronto Dominion Holdings (USA), Inc., 0.11%, due 9/01/15 (t) | 69,782,000 | 69,782,000 | ||||||
| Toronto Dominion Holdings (USA), Inc., 0.13%, due 9/02/15 (t) | 38,320,000 | 38,319,862 | ||||||
6
Table of Contents
Portfolio of Investments – continued
| Issuer | Shares/Par | Value ($) | ||||||
| Commercial Paper (y) - continued | ||||||||
| Major Banks - continued | ||||||||
| Westpac Banking Corp., 0.1%, due 9/10/15 (t) | $ | 15,390,000 | $ | 15,389,615 | ||||
| Westpac Banking Corp., 0.311%, due 12/03/15 (t) | 5,380,000 | 5,375,692 | ||||||
|
| |||||||
| $ | 335,884,183 | |||||||
| Network & Telecom - 0.8% | ||||||||
| Qualcomm, Inc., 0.12%, due 9/16/15 (t) | $ | 21,750,000 | $ | 21,748,912 | ||||
| Qualcomm, Inc., 0.13%, due 9/16/15 (t) | 20,000,000 | 19,998,917 | ||||||
|
| |||||||
| $ | 41,747,829 | |||||||
| Oils - 3.6% | ||||||||
| Exxon Mobil Corp., 0.09%, due 9/01/15 | $ | 73,251,000 | $ | 73,251,000 | ||||
| Exxon Mobil Corp., 0.08%, due 9/02/15 | 70,890,000 | 70,889,842 | ||||||
| Exxon Mobil Corp., 0.07%, due 9/08/15 | 20,000,000 | 19,999,728 | ||||||
| Exxon Mobil Corp., 0.11%, due 10/02/15 | 32,200,000 | 32,196,950 | ||||||
|
| |||||||
| $ | 196,337,520 | |||||||
| Pharmaceuticals - 6.6% | ||||||||
| Johnson & Johnson, 0.07%, due 9/21/15 (t) | $ | 19,500,000 | $ | 19,499,242 | ||||
| Novartis Finance Corp., 0.09%, due 9/02/15 (t) | 22,640,000 | 22,639,943 | ||||||
| Novartis Finance Corp., 0.1%, due 9/08/15 (t) | 70,000,000 | 69,998,639 | ||||||
| Novartis Finance Corp., 0.09%, due 9/10/15 (t) | 32,750,000 | 32,749,263 | ||||||
| Novartis Finance Corp., 0.1%, due 9/10/15 (t) | 18,600,000 | 18,599,535 | ||||||
| Novartis Finance Corp., 0.09%, due 9/14/15 (t) | 30,000,000 | 29,999,025 | ||||||
| Novartis Finance Corp., 0.1%, due 9/14/15 (t) | 17,500,000 | 17,499,368 | ||||||
| Novartis Finance Corp., 0.09%, due 9/18/15 (t) | 24,500,000 | 24,498,959 | ||||||
| Sanofi, 0.1%, due 9/18/15 (t) | 21,250,000 | 21,248,997 | ||||||
| Sanofi, 0.11%, due 9/18/15 (t) | 102,900,000 | 102,894,655 | ||||||
|
| |||||||
| $ | 359,627,626 | |||||||
| Retailers - 4.2% | ||||||||
| Wal-Mart Stores, Inc., 0.1%, due 9/02/15 (t) | $ | 2,500,000 | $ | 2,499,993 | ||||
| Wal-Mart Stores, Inc., 0.08%, due 9/02/15 (t) | 43,490,000 | 43,489,903 | ||||||
| Wal-Mart Stores, Inc., 0.09%, due 9/08/15 (t) | 176,947,000 | 176,943,903 | ||||||
| Wal-Mart Stores, Inc., 0.09%, due 9/09/15 (t) | 4,103,000 | 4,102,918 | ||||||
|
| |||||||
| $ | 227,036,717 | |||||||
| Total Commercial Paper, at Amortized Cost and Value | $ | 2,930,692,112 | ||||||
| U.S. Government Agencies and Equivalents (y) - 33.8% | ||||||||
| Federal Home Loan Bank, 0.065%, due 9/04/15 | $ | 100,155,000 | $ | 100,154,457 | ||||
| Federal Home Loan Bank, 0.085%, due 9/04/15 | 2,170,000 | 2,169,985 | ||||||
| Federal Home Loan Bank, 0.054%, due 9/08/15 | 30,000,000 | 29,999,685 | ||||||
| Federal Home Loan Bank, 0.05%, due 9/09/15 | 5,656,000 | 5,655,937 | ||||||
| Federal Home Loan Bank, 0.085%, due 9/09/15 | 825,000 | 824,984 | ||||||
7
Table of Contents
Portfolio of Investments – continued
| Issuer | Shares/Par | Value ($) | ||||||
| U.S. Government Agencies and Equivalents (y) - continued | ||||||||
| Federal Home Loan Bank, 0.06%, due 9/11/15 | $ | 16,000,000 | $ | 15,999,733 | ||||
| Federal Home Loan Bank, 0.06%, due 9/16/15 | 107,945,000 | 107,942,301 | ||||||
| Federal Home Loan Bank, 0.06%, due 9/18/15 | 30,000,000 | 29,999,150 | ||||||
| Federal Home Loan Bank, 0.087%, due 9/18/15 | 6,695,000 | 6,694,725 | ||||||
| Federal Home Loan Bank, 0.05%, due 9/21/15 | 56,077,000 | 56,075,442 | ||||||
| Federal Home Loan Bank, 0.06%, due 9/24/15 | 96,700,000 | 96,696,293 | ||||||
| Federal Home Loan Bank, 0.075%, due 10/02/15 | 45,275,000 | 45,272,076 | ||||||
| Federal Home Loan Bank, 0.115%, due 10/07/15 | 2,500,000 | 2,499,713 | ||||||
| Federal Home Loan Bank, 0.11%, due 10/14/15 | 6,700,000 | 6,699,120 | ||||||
| Federal Home Loan Bank, 0.115%, due 10/21/15 | 6,900,000 | 6,898,898 | ||||||
| Federal Home Loan Bank, 0.145%, due 10/21/15 | 147,665,000 | 147,635,262 | ||||||
| Federal Home Loan Bank, 0.12%, due 11/04/15 | 57,969,000 | 57,956,633 | ||||||
| U.S. Treasury Bill, 0.04%, due 9/03/15 | 158,010,000 | 158,009,649 | ||||||
| U.S. Treasury Bill, 0.04%, due 9/10/15 | 44,300,000 | 44,299,557 | ||||||
| U.S. Treasury Bill, 0.035%, due 9/17/15 | 57,955,000 | 57,954,098 | ||||||
| U.S. Treasury Bill, 0.125%, due 10/01/15 | 184,500,000 | 184,480,781 | ||||||
| U.S. Treasury Bill, 0.07%, due 11/05/15 | 150,000,000 | 149,981,042 | ||||||
| U.S. Treasury Bill, 0.075%, due 11/05/15 | 180,333,000 | 180,308,580 | ||||||
| U.S. Treasury Bill, 0.085%, due 11/12/15 | 100,000,000 | 99,983,000 | ||||||
| U.S. Treasury Bill, 0.105%, due 12/17/15 | 100,000,000 | 99,968,792 | ||||||
| U.S. Treasury Bill, 0.276%, due 1/07/16 | 155,005,000 | 154,853,440 | ||||||
| Total U.S. Government Agencies and Equivalents, at Amortized Cost and Value | $ | 1,849,013,333 | ||||||
| Repurchase Agreements - 0.2% | ||||||||
| Merrill Lynch, Pierce, Fenner & Smith, Inc. Repurchase Agreement, 0.11%, dated 8/31/15, due 9/01/15, total to be received $14,132,043 (secured by Federal Agency obligations valued at $14,416,570 in an individually traded account), at Cost and Value | $ | 14,132,000 | $ | 14,132,000 | ||||
| Total Investments, at Amortized Cost and Value | $ | 5,470,324,445 | ||||||
| Other Assets, Less Liabilities - (0.0)% | (25,525 | ) | ||||||
| Net Assets - 100.0% | $ | 5,470,298,920 | ||||||
| (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
8
Table of Contents
Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
At 8/31/15
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
| Assets | ||||
Investments, at amortized cost and value | $5,470,324,445 | |||
Cash | 620 | |||
Interest receivable | 131,450 | |||
Other assets | 6,107 | |||
Total assets | $5,470,462,622 | |||
| Liabilities | ||||
Payable to affiliates | ||||
Investment adviser | $192 | |||
Shareholder servicing costs | 295 | |||
Accrued expenses and other liabilities | 163,215 | |||
Total liabilities | $163,702 | |||
Net assets | $5,470,298,920 | |||
| Net assets consist of | ||||
Paid-in capital | $5,470,428,948 | |||
Accumulated net realized gain (loss) on investments | (130,028 | ) | ||
Net assets | $5,470,298,920 | |||
Shares of beneficial interest outstanding | 5,470,429,061 | |||
Net asset value per share (net assets of $5,470,298,920 / 5,470,429,061 shares of beneficial interest outstanding) | $1.00 |
See Notes to Financial Statements
9
Table of Contents
Financial Statements
Year ended 8/31/15
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
| Net investment income | ||||
Interest income | $5,819,804 | |||
Expenses | ||||
Shareholder servicing costs | $859 | |||
Administrative services fee | 11,652 | |||
Insurance fee | 37,813 | |||
Custodian fee | 272,120 | |||
Shareholder communications | 4,235 | |||
Audit and tax fees | 33,202 | |||
Legal fees | 40,009 | |||
Miscellaneous | 52,778 | |||
Total expenses | $452,668 | |||
Fees paid indirectly | (193 | ) | ||
Reduction of expenses by investment adviser | (1,831 | ) | ||
Net expenses | $450,644 | |||
Net investment income | $5,369,160 | |||
Net realized gain (loss) on investments | $33,527 | |||
Change in net assets from operations | $5,402,687 |
See Notes to Financial Statements
10
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 | ||||||||
| 2015 | 2014 | |||||||
| Change in net assets | ||||||||
| From operations | ||||||||
Net investment income | $5,369,160 | $4,764,578 | ||||||
Net realized gain (loss) on investments | 33,527 | 6,531 | ||||||
Change in net assets from operations | $5,402,687 | �� | $4,771,109 | |||||
| Distributions declared to shareholders | ||||||||
From net investment income | $(5,369,160 | ) | $(4,764,578 | ) | ||||
| Fund share (principal) transactions at net asset value of $1 per share | ||||||||
Net proceeds from sale of shares | 40,242,287,236 | 38,183,241,595 | ||||||
Net asset value of shares issued to shareholders in reinvestment of distributions | 5,369,160 | 4,764,559 | ||||||
Cost of shares reacquired | (40,062,371,672 | ) | (37,532,671,538 | ) | ||||
Change in net assets from fund share transactions | $185,284,724 | $655,334,616 | ||||||
Total change in net assets | $185,318,251 | $655,341,147 | ||||||
| Net assets | ||||||||
At beginning of period | 5,284,980,669 | 4,629,639,522 | ||||||
At end of period | $5,470,298,920 | $5,284,980,669 | ||||||
See Notes to Financial Statements
11
Table of Contents
Financial Statements
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.
| Years ended 8/31 | ||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
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 | (w) | $0.00 | (w) | $0.00 | (w) | $0.00 | (w) | $0.00 | (w) | ||||||||||
Net realized and unrealized gain | 0.00 | (w) | 0.00 | (w) | 0.00 | (w) | — | 0.00 | (w) | |||||||||||
Total from investment operations | $0.00 | (w) | $0.00 | (w) | $0.00 | (w) | $0.00 | (w) | $0.00 | (w) | ||||||||||
| Less distributions declared to shareholders | ||||||||||||||||||||
From net investment income | $(0.00 | )(w) | $(0.00 | )(w) | $(0.00 | )(w) | $(0.00 | )(w) | $(0.00 | )(w) | ||||||||||
Net asset value, end of period | $1.00 | $1.00 | $1.00 | $1.00 | $1.00 | |||||||||||||||
Total return (%) (r) | 0.10 | 0.09 | 0.14 | 0.11 | 0.17 | |||||||||||||||
| Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||
Expenses before expense reductions (f) | 0.01 | 0.01 | 0.01 | 0.01 | 0.01 | |||||||||||||||
Expenses after expense reductions (f) | 0.01 | 0.01 | 0.01 | 0.01 | 0.01 | |||||||||||||||
Net investment income | 0.10 | 0.09 | 0.13 | 0.11 | 0.17 | |||||||||||||||
Net assets at end of period | $5,470,299 | $5,284,981 | $4,629,640 | $3,188,972 | $2,217,966 | |||||||||||||||
| (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. |
| (w) | Per share amount was less than $0.01. |
See Notes to Financial Statements
12
Table of Contents
(1) Business and Organization
MFS Institutional Money Market Portfolio (the fund) is a diversified series of MFS Series Trust XIV (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. This fund is available only to certain U.S. registered investment companies managed by MFS. MFS does not receive a management fee from this fund.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.
On July 23, 2014, the U.S. Securities and Exchange Commission adopted amendments to its money market fund regulations. At this time, management is evaluating the potential implications of the changes.
(2) Significant Accounting Policies
General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.
In June 2014, FASB issued Accounting Standards Update 2014-11, Transfers and Servicing (Topic 860) – Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU 2014-11”). ASU 2014-11 changes the accounting for repurchase-to-maturity transactions (i.e., repurchase agreements that settle at the same time as the maturity of the transferred financial asset) and enhances the required disclosures for repurchase agreements and other similar transactions. Although still evaluating the potential impacts of ASU 2014-11 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures which would first be effective for interim reporting periods beginning after March 15, 2015.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet
13
Table of Contents
Notes to Financial Statements – continued
offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Pursuant to procedures approved by the Board of Trustees, investments held by the fund are generally valued at amortized cost, which approximates market value. Amortized cost involves valuing an instrument at its cost as adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized cost value of an instrument can be different from the market value of an instrument.
Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other 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, 2015 in valuing the fund’s assets or liabilities:
| Investments at Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Short Term Securities | $— | $5,470,324,445 | $— | $5,470,324,445 | ||||||||||||
For further information regarding security characteristics, see the Portfolio of Investments.
Repurchase Agreements – The fund enters into repurchase agreements under the terms of Master Repurchase Agreements with approved counterparties. Each repurchase agreement is recorded at cost. The fund requires that the securities collateral in a repurchase transaction be transferred to a custodian. The fund monitors, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the fund under each such repurchase agreement. Upon an event of default under a Master Repurchase Agreement, the non-defaulting party may close out all transactions traded under such agreement and net amounts owed under each transaction to one net amount payable by one party to the other. Absent an event of default, the Master Repurchase Agreement does not result in an offset of reported amounts of assets and liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. At period end, the fund had investments in repurchase agreements with a gross value of $14,132,000 included in “Investments” in the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at period end.
Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business,
14
Table of Contents
Notes to Financial Statements – continued
the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income – Investment transactions are recorded on the trade date. 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 – The fund’s custody fee may be reduced by a credit earned under an arrangement that measures the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended August 31, 2015, is shown as a reduction of total expenses in the Statement of Operations.
Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
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, expenses, or distributions for financial statement and tax purposes.
During the year ended August 31, 2015, there were no significant adjustments due to differences between book and tax accounting.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| 8/31/15 | 8/31/14 | |||||||
| Ordinary income (including any short-term capital gains) | $5,369,160 | $4,764,578 | ||||||
The federal tax cost and the tax basis components of distributable earnings were as follows:
| As of 8/31/15 | ||||
| Cost of investments | $5,470,324,445 | |||
| Capital loss carryforwards | (130,028 | ) | ||
15
Table of Contents
Notes to Financial Statements – continued
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after August 31, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.
As of August 31, 2015, the fund had capital loss carryforwards available to offset future realized gains. Such pre-enactment losses expire as follows:
| 8/31/17 | $(130,028 | ) |
(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. MFS receives no compensation under this agreement.
Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, provides transfer agent and recordkeeping functions in connection with the issuance, transfer, and redemption of shares of the fund under a Shareholder Servicing Agent Agreement. MFSC is not paid a fee for providing these services. MFSC receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended August 31, 2015, these costs amounted to $859. The fund may also pay shareholder servicing related costs to non-related parties.
Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Prior to January 1, 2015, MFS was not paid a fee for providing these services. Effective January 1, 2015, under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund pays an annual fixed amount of $17,500. The administrative services fee incurred for the period January 1, 2015 through August 31, 2015, was equivalent to an annual effective rate of 0.0002% of the fund’s average daily net assets.
Trustees’ and Officers’ Compensation – The fund may pay 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, MFS Fund Distributors, Inc. (MFD), and MFSC. The independent Trustees do not currently receive compensation from the fund.
Other – Effective November 1, 2014, this fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. Prior to November 1, 2014, the funds
16
Table of Contents
Notes to Financial Statements – continued
had entered into a service agreement (the Compliance Officer Agreement) which provided for payment of fees by the funds to Tarantino LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) for the funds. Prior to November 1, 2014, Frank L. Tarantino served as the ICCO. Effective October 31, 2014, Mr. Tarantino resigned as ICCO and the Compliance Officer Agreement between the funds and Tarantino LLC was terminated. For the year ended August 31, 2015, the aggregate fees paid by the fund under these agreements were $20,947 and are included in “Miscellaneous” expense in the Statement of Operations. MFS had agreed to reimburse the fund for a portion of the payments made by the fund for the services under the Compliance Officer Agreement in the amount of $1,831, which is included in the 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 ISO.
(4) Shares of Beneficial Interest
The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest.
The fund is solely invested in by other MFS funds for the purpose of investing excess cash balances on a short-term basis. The MFS funds do not invest in this fund for the purpose of exercising management or control. At the end of the period, the MFS International Value Fund, the MFS Emerging Markets Debt Fund, the MFS Growth Fund, and the MFS Value Fund were the owners of record of approximately 20%, 11%, 8%, and 8%, respectively, of the value of outstanding voting shares of the fund. No other MFS fund owned more than 5% of the value of outstanding voting shares of the fund.
(5) Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended August 31, 2015, the fund’s commitment fee and interest expense were $19,621 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
17
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of MFS Series Trust XIV and the Shareholders of MFS Institutional Money Market Portfolio:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Institutional Money Market Portfolio (one of the series of MFS Series Trust XIV) (the “Fund”) as of August 31, 2015, 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, 2015, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Institutional Money Market Portfolio as of August 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 15, 2015
18
Table of Contents
TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of October 1, 2015, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age | Position(s) Held with Fund | Trustee/Officer Since (h) | Principal the Past Five Years | Other Directorships (j) | ||||
| INTERESTED TRUSTEES | ||||||||
Robert J. Manning (k) (age 51) | Trustee | February 2004 | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director; Chief Investment Officer (until 2010) | N/A | ||||
Robin A. Stelmach (k) (age 54) | Trustee and President | January 2014 | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | N/A | ||||
| INDEPENDENT TRUSTEES | ||||||||
David H. Gunning (age 73) | Trustee and Chair of Trustees | January 2004 | Private investor | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman | ||||
Steven E. Buller (age 64) | Trustee | February 2014 | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | N/A | ||||
Robert E. Butler (age 73) | Trustee | January 2006 | Consultant – investment company industry regulatory and compliance matters | N/A | ||||
19
Table of Contents
Trustees and Officers – continued
Name, Age | Position(s) Held with Fund | Trustee/Officer Since (h) | Principal the Past Five Years | Other Directorships (j) | ||||
Maureen R. Goldfarb (age 60) | Trustee | January 2009 | Private investor | N/A | ||||
William R. Gutow (age 74) | Trustee | December 1993 | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | Texas Donuts, Vice Chairman (until 2010) | ||||
Michael Hegarty (age 70) | Trustee | December 2004 | Private investor | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director | ||||
John P. Kavanaugh (age 60) | Trustee | January 2009 | Private investor | N/A | ||||
Maryanne L. Roepke (age 59) | Trustee | May 2014 | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | N/A | ||||
Laurie J. Thomsen (age 58) | Trustee | March 2005 | Private investor; New Profit, Inc. (venture philanthropy), Executive Partner (until 2010) | The Travelers Companies, Director; Dycom Industries, Inc. | ||||
Robert W. Uek (age 74) | Trustee | January 2006 | Consultant to investment company industry | N/A | ||||
| OFFICERS | ||||||||
Christopher R. Bohane (k) (age 41) | Assistant Secretary and Assistant Clerk | July 2005 | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | N/A | ||||
Kino Clark (k) (age 47) | Assistant Treasurer | January 2012 | Massachusetts Financial Services Company, Vice President | N/A | ||||
Kristin V. Collins (k) (age 42) | Assistant Secretary and Assistant Clerk | September 2015 | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | N/A | ||||
20
Table of Contents
Trustees and Officers – continued
Name, Age | Position(s) Held with Fund | Trustee/Officer Since (h) | Principal the Past Five Years | Other Directorships (j) | ||||
Thomas H. Connors (k) (age 56) | Assistant Secretary and Assistant Clerk | September 2012 | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | N/A | ||||
Ethan D. Corey (k) (age 51) | 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 47) | Treasurer | July 2005 | Massachusetts Financial Services Company, Senior Vice President | N/A | ||||
Susan S. Newton (k) (age 65) | Assistant Secretary and Assistant Clerk | May 2005 | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | N/A | ||||
Kenneth Paek (k) (age 41) | Assistant Treasurer | February 2015 | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | N/A | ||||
Susan A. Pereira (k) (age 44) | Assistant Secretary and Assistant Clerk | July 2005 | Massachusetts Financial Services Company, Vice President and Senior Counsel | N/A | ||||
Kasey L. Phillips (k) (age 44) | Assistant Treasurer | September 2012 | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | N/A |
21
Table of Contents
Trustees and Officers – continued
Name, Age | Position(s) Held with Fund | Trustee/Officer Since (h) | Principal the Past Five Years | Other Directorships (j) | ||||
Mark N. Polebaum (k) (age 63) | Secretary and Clerk | January 2006 | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | N/A | ||||
Matthew A. Stowe (k) (age 40) | Assistant Secretary and Assistant Clerk | October 2014 | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | N/A | ||||
Frank L. Tarantino (age 71) | Independent Senior Officer | June 2004 | Tarantino LLC (provider of compliance services), Principal | N/A | ||||
Richard S. Weitzel (k) (age 45) | Assistant Secretary and Assistant Clerk | October 2007 | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | N/A | ||||
Martin J. Wolin (k) (age 48) | Chief Compliance Officer | July 2015 | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | N/A | ||||
James O. Yost (k) (age 55) | Deputy Treasurer | September 1990 | Massachusetts Financial Services Company, Senior Vice President | N/A |
| (h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
| (j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
| (k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
22
Table of Contents
Trustees and Officers – continued
Each Trustee (except Ms. Stelmach, Mr. Buller and Ms. Roepke) has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Butler, Kavanaugh, Uek and Mses. Thomsen and Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of October 1, 2015, the Trustees served as board members of 138 funds within the MFS Family of Funds.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| Investment Adviser | Custodian | |
| Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | JPMorgan Chase Bank, NA 4 Metrotech Center New York, NY 11245 | |
Portfolio Manager | Independent Registered Public Accounting Firm | |
Edward O’Dette | Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 | |
23
Table of Contents
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2015 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
As part of their deliberations, the Trustees took into account that the Fund was formed solely to act as a cash sweep vehicle for other MFS Funds, and that shares of the Fund are not distributed or sold to the public. The Trustees gave substantial consideration to the fact that MFS does not charge a separate advisory fee to the Fund under the investment advisory agreement or charge transfer agency fees, administrative services fees, sales loads or distribution and service fees to the Fund, but that MFS receives advisory and other fees from the MFS Funds that invest their cash balances in 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, 2014 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 fees and expenses and the fees and expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information as to whether and to what extent applicable expense waivers and reimbursements are observed for the Fund, (iv) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (v) MFS’ views regarding the outlook for the mutual fund industry and the strategic business
24
Table of Contents
Board Review of Investment Advisory Agreement – continued
plans of MFS, (vi) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (vii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative 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, 2014, 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 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s shares was in the 1st quintile for each of the one- and five-year periods ended December 31, 2014 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s expenses, the Trustees considered, among other information, the total expense ratio of the Fund’s shares as a percentage of average daily net assets and the total expense ratios of peer groups of funds based on information provided by Lipper Inc., noting that the Fund’s total expense ratio was expected to be relatively low because, as noted above, the Fund does not bear advisory expenses. The Trustees considered that, according to the Lipper data (which takes into
25
Table of Contents
Board Review of Investment Advisory Agreement – continued
account any expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s total expense ratio was lower than the Lipper expense group median. Because the Fund does not pay an advisory fee, the Trustees did not consider the extent to which economies of scale would be realized due to the Fund’s growth of assets, whether fee levels reflect economies of scale for the Fund’s shareholders, or the fees paid by similar funds to other investment advisers or by similar clients of MFS.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2015.
26
Table of Contents
PROXY VOTING POLICIES AND INFORMATION
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is 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.
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 “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The fund will notify shareholders of amounts for use in preparing 2015 income tax forms in January 2016.
27
Table of Contents
rev. 3/11
| WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? |  | ||
| 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. |
28
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. | ||
29
Table of Contents
Save paper with eDelivery.
| MFS® will send you prospectuses, |
reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.
To sign up:
1. Go to mfs.com.
2. Log in via MFS® Access.
3. Select eDelivery.
If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.
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 Mses. Maryanne L. Roepke and 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 Mses. Roepke and 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 the Registrant (hereinafter the “Registrant” or the “Fund”). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).
Table of Contents
For the fiscal years ended August 31, 2015 and 2014, audit fees billed to the Fund by Deloitte were as follows:
| Audit Fees | ||||||||
| 2015 | 2014 | |||||||
Fees Billed by Deloitte | ||||||||
MFS Institutional Money Market Portfolio | 25,248 | 24,839 | ||||||
For the fiscal years ended August 31, 2015 and 2014, fees billed by Deloitte for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:
| Audit-Related Fees1 | Tax Fees2 | All Other Fees3 | ||||||||||||||||||||||
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
Fees Billed by Deloitte | ||||||||||||||||||||||||
To MFS Institutional Money Market Portfolio | 0 | 0 | 4,497 | 4,422 | 2,250 | 1,654 | ||||||||||||||||||
| Audit-Related Fees1 | Tax Fees2 | All Other Fees3 | ||||||||||||||||||||||
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
Fees Billed by Deloitte | ||||||||||||||||||||||||
To MFS and MFS Related Entities of MFS Institutional Money Market Portfolio* | 968,289 | 1,767,138 | 0 | 0 | 5,000 | 0 | ||||||||||||||||||
| Aggregate Fees for Non-audit Services | ||||||||
| 2015 | 2014 | |||||||
Fees Billed by Deloitte | ||||||||
To MFS Institutional Money Market Portfolio, MFS and MFS Related Entities# | 980,036 | 1,776,552 | ||||||
| * | This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Fund (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex). |
| # | This amount reflects the aggregate fees billed by Deloitte for non-audit services rendered to the Fund and for non-audit services rendered to MFS and the MFS Related Entities. |
| 1 | The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under ‘‘Audit Fees,’’ including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews. |
| 2 | The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis. |
| 3 | The fees 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. |
Table of Contents
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.
gistrant’s principal auditors.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable to the Registrant.
| ITEM 6. | INVESTMENTS |
A schedule of investments of the Registrant is included as part of the report to shareholders of such series under Item 1 of this Form N-CSR.
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to the Registrant.
Table of Contents
| ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to the Registrant.
| ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable to the Registrant.
| ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.
| ITEM 11. | CONTROLS AND PROCEDURES. |
| (a) | Based upon their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this report on Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. |
| (b) | There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| ITEM 12. | EXHIBITS. |
| (a) | File the exhibits listed below as part of this form. Letter or number the exhibits in the sequence indicated. |
| (1) | Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Code of Ethics attached hereto. |
Table of Contents
| (2) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2): Attached hereto. |
| (b) | If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: Attached hereto. |
Table of Contents
Notice
A copy of the Declaration of Trust, as amended, of the Registrant is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) MFS SERIES TRUST XIV
| By (Signature and Title)* | ROBIN A. STELMACH | |
| Robin A. Stelmach, President |
Date: October 15, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title)* | ROBIN A. STELMACH | |
Robin A. Stelmach, President (Principal Executive Officer) |
Date: October 15, 2015
| By (Signature and Title)* | DAVID L. DILORENZO | |
David L. DiLorenzo, Treasurer (Principal Financial Officer and Accounting Officer) |
Date: October 15, 2015
| * | Print name and title of each signing officer under his or her signature. |