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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number811-22033
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)
Christopher R. Bohane
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, 2019
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| ITEM 1. | REPORTS TO STOCKHOLDERS. |
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Annual Report
August 31, 2019
MFS® Institutional Money Market Portfolio
IMM-ANN
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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
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LETTER FROM THE EXECUTIVE CHAIRMAN
Dear Shareholders:
Slowing global growth, low inflation, and increasing trade friction between the United States and China have been hallmarks of the past 12 months. After experiencing an
uptick in market volatility in late 2018, markets steadied during the first half of 2019, thanks in large measure to the adoption of a dovish policy stance on the part of global central banks, focused on supporting economic growth. The U.S. and China have raised tariffs on each other, heightening tensions and uncertainty. Despite repeated declarations by British Prime Minister Boris Johnson that the United Kingdom will leave the European Union on October 31, 2019, with or without a deal, apprehension over the possibility of a no-deal Brexit has eased somewhat, with Parliament having taken steps to block such an outcome.
Markets expect that the longest economic expansion in U.S. history will continue for the time being, albeit at a slower pace. In an effort to prolong the expansion, the U.S. Federal Reserve lowered interest rates for the first time in more than a decade in July and again in September. Similarly, the European Central Bank loosened policy in September. While markets have grown more risk averse, the accommodative monetary environment has helped push global interest rates toward record-low levels and has been somewhat supportive of risk assets despite the unsettled economic and geopolitical backdrop.
Since launching the first U.S. open-end mutual fund in 1924, MFS® has been committed to a single purpose: to create value by allocating capital responsibly for clients. Through our powerful global investment platform, we combine collective expertise, thoughtful risk management, and long-term discipline to uncover what we believe are the best investment opportunities in the market.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
October 17, 2019
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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Portfolio structure (u)
| Composition including fixed income credit quality (a)(u) |
| |||
| A-1+ | 27.1% | |||
| A-1 | 72.9% | |||
| Other Assets Less Liabilities (o) | (0.0)% | |||
| Maturity breakdown (u) |
| |||
| 0 - 7 days | 15.9% | |||
| 8 - 29 days | 41.4% | |||
| 30 - 59 days | 36.9% | |||
| 60 - 89 days | 5.0% | |||
| 90 - 365 days | 0.8% | |||
| 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 did not hold unrated securities. 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 August 31, 2019.
The portfolio is actively managed and current holdings may be different.
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PERFORMANCE SUMMARYTHROUGH 8/31/19
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. You may lose money by investing in the fund. The net asset value of the fund’s shares is determined each day the NYSE is open for trading as of 1:00 p.m., Eastern time. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect the sponsor will provide financial support to the fund at any time. 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 Return | Current 7-day yield | ||||||
| 3/19/07 | 2.37% | 2.17% |
Yields quoted are based on the latest seven days ended as of August 31, 2019, 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
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Fund expenses borne by the shareholders during the period, March 1, 2019 through August 31, 2019
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, 2019 through August 31, 2019.
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 Ratio | Beginning Account Value 3/01/19 | Ending Account Value 8/31/19 | Expenses Paid During Period (p) 3/01/19-8/31/19 | |||||||||||||
| Actual | 0.01% | $1,000.00 | $1,012.17 | $0.05 | ||||||||||||
| Hypothetical (h) | 0.01% | $1,000.00 | $1,025.16 | $0.05 | ||||||||||||
| (h) | 5% fund return per year before expenses. |
| (p) | “Expenses Paid During Period” are equal to the fund’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect theone-half year period). |
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8/31/19
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| Certificates of Deposit - 3.6% | ||||||||
| Issuer | Shares/Par | Value ($) | ||||||
| Major Banks - 3.6% | ||||||||
| Bank of Montreal/Chicago Branch, 2.2%, due 9/19/2019 | $ | 16,000,000 | $ | 16,000,833 | ||||
| Bank of Montreal/Chicago Branch, 2.3%, due 10/07/2019 | 103,600,000 | 103,619,747 | ||||||
| Bank of Montreal/Chicago Branch, 2.29%, due 10/17/2019 | 100,000,000 | 100,022,614 | ||||||
| Total Certificates of Deposit (Identified Cost, $219,600,000) | $ | 219,643,194 | ||||||
| Commercial Paper (y) - 56.5% | ||||||||
| Automotive - 6.4% | ||||||||
| American Honda Finance Corp., 2.343%, due 9/10/2019 | $ | 40,000,000 | $ | 39,973,967 | ||||
| American Honda Finance Corp., 2.263%, due 10/07/2019 | 47,200,000 | 47,096,071 | ||||||
| American Honda Finance Corp., 2.206%, due 11/07/2019 | 65,000,000 | 64,747,470 | ||||||
| Toyota Motor Credit Corp., 2.314%, due 9/23/2019 | 60,000,000 | 59,916,920 | ||||||
| Toyota Motor Credit Corp., 2.082%, due 10/28/2019 | 180,000,000 | 179,397,905 | ||||||
|
| |||||||
| $ | 391,132,333 | |||||||
| Business Services - 0.9% | ||||||||
| Cisco Systems, Inc., 2.259%, due 9/10/2019 (t) | $ | 35,650,000 | $ | 35,627,233 | ||||
| Cisco Systems, Inc., 2.178%, due 9/17/2019 (t) | 18,000,000 | 17,981,298 | ||||||
|
| |||||||
| $ | 53,608,531 | |||||||
| Computer Software - Systems - 3.4% | ||||||||
| Apple, Inc., 2.182%, due 9/13/2019 (t) | $ | 28,560,000 | $ | 28,536,676 | ||||
| Apple, Inc., 2.17%, due 9/26/2019 (t) | 33,300,000 | 33,248,576 | ||||||
| Apple, Inc., 2.232%, due 10/03/2019 (t) | 28,750,000 | 28,694,636 | ||||||
| Apple, Inc., 2.047%, due 10/11/2019 (t) | 20,000,000 | 19,952,493 | ||||||
| Apple, Inc., 2.088%, due 10/21/2019 (t) | 25,000,000 | 24,926,261 | ||||||
| Apple, Inc., 2.068%, due 10/24/2019 (t) | 50,000,000 | 49,843,785 | ||||||
| Apple, Inc., 2.05%, due 11/05/2019 (t) | 25,000,000 | 24,905,037 | ||||||
|
| |||||||
| $ | 210,107,464 | |||||||
| Conglomerates - 0.9% | ||||||||
| Siemens Capital Co. LLC, 2.082%, due 9/05/2019 (t) | $ | 36,000,000 | $ | 35,987,580 | ||||
| Siemens Capital Co. LLC, 2.034%, due 9/26/2019 (t) | 17,264,000 | 17,237,910 | ||||||
|
| |||||||
| $ | 53,225,490 | |||||||
| Consumer Products - 1.6% | ||||||||
| Colgate-Palmolive Co., 2.061%, due 9/05/2019 (t) | $ | 47,000,000 | $ | 46,983,730 | ||||
| Colgate-Palmolive Co., 2.031%, due 9/06/2019 (t) | 50,000,000 | 49,979,778 | ||||||
|
| |||||||
| $ | 96,963,508 | |||||||
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Portfolio of Investments – continued
| Issuer | Shares/Par | Value ($) | ||||||
| Commercial Paper (y) - continued | ||||||||
| Electronics - 1.0% | ||||||||
| Intel Corp., 2.259%, due 9/04/2019 (t) | $ | 63,250,000 | $ | 63,231,552 | ||||
| Energy - Integrated - 5.8% | ||||||||
| Chevron Corp., 2.079%, due 9/20/2019 (t) | $ | 90,824,000 | $ | 90,713,483 | ||||
| Chevron Corp., 2.093%, due 9/26/2019 (t) | 50,000,000 | 49,922,675 | ||||||
| Chevron Corp., 2.074%, due 10/04/2019 (t) | 50,000,000 | 49,900,250 | ||||||
| Chevron Corp., 2.045%, due 10/09/2019 (t) | 45,000,000 | 44,897,350 | ||||||
| Exxon Mobil Corp., 2.332%, due 9/05/2019 | 18,000,000 | 17,993,712 | ||||||
| Exxon Mobil Corp., 2.165%, due 9/11/2019 | 100,000,000 | 99,931,367 | ||||||
|
| |||||||
| $ | 353,358,837 | |||||||
| Food & Beverages - 2.5% | ||||||||
| Coca-Cola Co., 2.452%, due 10/16/2019 (t) | $ | 14,000,000 | $ | 13,961,873 | ||||
| Coca-Cola Co., 2.199%, due 10/30/2019 (t) | 50,000,000 | 49,823,015 | ||||||
| Coca-Cola Co., 2.204%, due 10/31/2019 (t) | 14,300,000 | 14,248,553 | ||||||
| Coca-Cola Co., 2.204%, due 11/01/2019 (t) | 25,000,000 | 24,908,650 | ||||||
| Coca-Cola Co., 2.5%, due 1/14/2020 (t) | 50,000,000 | 49,613,355 | ||||||
|
| |||||||
| $ | 152,555,446 | |||||||
| Major Banks - 13.5% | ||||||||
| Bank of Montreal/Chicago, 2.149%, due 9/16/2019 | $ | 49,000,000 | $ | 48,951,246 | ||||
| Canadian Imperial Bank of Commerce, 2.134%, due 9/10/2019 (t) | 28,500,000 | 28,481,704 | ||||||
| JPMorgan Securities, LLC, 2.545%, due 9/27/2019 | 104,000,000 | 103,828,192 | ||||||
| JPMorgan Securities, LLC, 2.538%, due 10/21/2019 | 21,830,000 | 21,763,246 | ||||||
| JPMorgan Securities, LLC, 2.195%, due 11/08/2019 | 24,750,000 | 24,648,601 | ||||||
| JPMorgan Securities, LLC, 2.563%, due 11/12/2019 | 100,000,000 | 99,568,128 | ||||||
| Sumitomo Mitsui Banking Corp., 2.144%, due 9/12/2019 (t) | 132,900,000 | 132,800,273 | ||||||
| Sumitomo Mitsui Banking Corp., 2.093%, due 9/13/2019 (t) | 52,000,000 | 51,957,917 | ||||||
| Sumitomo Mitsui Banking Corp., 2.148%, due 10/15/2019 (t) | 5,000,000 | 4,986,494 | ||||||
| Sumitomo Mitsui Banking Corp., 2.118%, due 10/18/2019 (t) | 57,000,000 | 56,836,221 | ||||||
| Toronto-Dominion Bank, 2.3%, due 9/03/2019 (t) | 105,715,000 | 105,690,263 | ||||||
| Toronto-Dominion Bank, 2.415%, due 9/04/2019 (t) | 35,700,000 | 35,689,548 | ||||||
| Toronto-Dominion Bank, 2.319%, due 9/10/2019 (t) | 50,000,000 | 49,967,688 | ||||||
| Toronto-Dominion Bank, 2.154%, due 9/12/2019 (t) | 8,500,000 | 8,493,502 | ||||||
| Toronto-Dominion Bank, 2.115%, due 10/04/2019 (t) | 47,000,000 | 46,902,671 | ||||||
|
| |||||||
| $ | 820,565,694 | |||||||
| Other Banks & Diversified Financials - 8.5% | ||||||||
| Mizuho Bank Ltd./New York Branch, 2.25%, due 10/02/2019 (t) | $ | 50,000,000 | $ | 49,900,129 | ||||
| Mizuho Bank Ltd./New York Branch, 2.268%, due 10/21/2019 (t) | 114,000,000 | 113,642,179 | ||||||
| Mizuho Bank Ltd./New York Branch, 2.268%, due 10/22/2019 (t) | 87,500,000 | 87,220,204 | ||||||
| Mizuho Bank Ltd./New York Branch, 2.248%, due 10/23/2019 (t) | 21,000,000 | 20,931,582 | ||||||
| National Bank of Canada, 2.158%, due 10/15/2019 (t) | 34,000,000 | 33,906,812 | ||||||
| National Bank of Canada, 2.107%, due 10/25/2019 (t) | 137,000,000 | 136,542,024 | ||||||
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Portfolio of Investments – continued
| Issuer | Shares/Par | Value ($) | ||||||
| Commercial Paper (y) - continued | ||||||||
| Other Banks & Diversified Financials - continued | ||||||||
| National Bank of Canada, 2.108%, due 10/29/2019 (t) | $ | 76,750,000 | $ | 76,474,979 | ||||
|
| |||||||
| $ | 518,617,909 | |||||||
| Pharmaceuticals - 9.4% | ||||||||
| Merck & Co., Inc., 2.209%, due 9/17/2019 (t) | $ | 75,000,000 | $ | 74,922,450 | ||||
| Merck & Co., Inc., 2.209%, due 9/18/2019 (t) | 54,600,000 | 54,540,436 | ||||||
| Merck & Co., Inc., 2.21%, due 9/24/2019 (t) | 100,000,000 | 99,856,736 | ||||||
| Novartis Finance Corp., 2.207%, due 9/24/2019 (t) | 50,000,000 | 49,927,014 | ||||||
| Novartis Finance Corp., 2.086%, due 10/10/2019 (t) | 4,000,000 | 3,990,338 | ||||||
| Novartis Finance Corp., 2.087%, due 10/15/2019 (t) | 31,750,000 | 31,663,790 | ||||||
| Sanofi, 2.3%, due 9/13/2019 (t) | 219,000,000 | 218,821,149 | ||||||
| Sanofi, 2.251%, due 9/25/2019 (t) | 36,400,000 | 36,344,977 | ||||||
|
| |||||||
| $ | 570,066,890 | |||||||
| Retailers - 2.6% | ||||||||
| Wal-Mart Stores, Inc., 2.062%, due 9/16/2019 (t) | $ | 80,000,000 | $ | 79,920,705 | ||||
| Wal-Mart Stores, Inc., 2.062%, due 9/17/2019 (t) | 80,000,000 | 79,916,080 | ||||||
|
| |||||||
| $ | 159,836,785 | |||||||
| Total Commercial Paper (Identified Cost, $3,443,324,691) | $ | 3,443,270,439 | ||||||
| U.S. Government Agencies and Equivalents (y) - 37.3% |
| |||||||
| Fannie Mae, 2.253%, due 9/11/2019 | $ | 85,116,000 | $ | 85,076,847 | ||||
| Fannie Mae, 2.003%, due 9/18/2019 | 100,000,000 | 99,913,750 | ||||||
| Federal Home Loan Bank, 2.08%, due 9/04/2019 | 159,300,000 | 159,290,840 | ||||||
| Federal Home Loan Bank, 2.002%, due 9/05/2019 | 19,111,000 | 19,108,802 | ||||||
| Federal Home Loan Bank, 2.006%, due 9/06/2019 | 175,000,000 | 174,969,813 | ||||||
| Federal Home Loan Bank, 2.054%, due 9/10/2019 | 16,069,000 | 16,062,532 | ||||||
| Federal Home Loan Bank, 2.007%, due 9/12/2019 | 25,000,000 | 24,987,063 | ||||||
| Federal Home Loan Bank, 2.02%, due 9/16/2019 | 96,444,000 | 96,371,908 | ||||||
| Federal Home Loan Bank, 2.019%, due 9/17/2019 | 41,396,000 | 41,362,676 | ||||||
| Federal Home Loan Bank, 2.024%, due 9/19/2019 | 125,181,000 | 125,065,833 | ||||||
| Federal Home Loan Bank, 2.025%, due 9/23/2019 | 125,000,000 | 124,856,250 | ||||||
| Federal Home Loan Bank, 2.004%, due 10/01/2019 | 60,000,000 | 59,905,267 | ||||||
| U.S. Treasury Bill, 2.07%, due 9/05/2019 | 100,000,000 | 99,990,056 | ||||||
| U.S. Treasury Bill, 2.147%, due 9/10/2019 | 150,000,000 | 149,941,047 | ||||||
| U.S. Treasury Bill, 2.163%, due 9/12/2019 | 150,000,000 | 149,928,750 | ||||||
| U.S. Treasury Bill, 2.016%, due 10/01/2019 | 203,400,000 | 203,074,108 | ||||||
| U.S. Treasury Bill, 1.986%, due 10/03/2019 | 230,000,000 | 229,617,864 | ||||||
| U.S. Treasury Bill, 2.016%, due 10/08/2019 | 150,000,000 | 149,711,067 | ||||||
| U.S. Treasury Bill, 2.102%, due 10/10/2019 | 260,330,000 | 259,794,207 | ||||||
| Total U.S. Government Agencies and Equivalents (Identified Cost, $2,268,749,967) | $ | 2,269,028,680 | ||||||
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Portfolio of Investments – continued
| Repurchase Agreements - 2.6% | ||||||||
| Issuer | Shares/Par | Value ($) | ||||||
| Bank of America Corp. Repurchase Agreement, 2.13%, dated 8/30/2019, due 9/03/2019, total to be received $7,936,852 (secured by U.S. Treasury obligations valued at $8,174,198 in an individually traded account) | $ | 7,935,000 | $ | 7,935,000 | ||||
| Goldman Sachs Repurchase Agreement, 2.13%, dated 8/30/2019, due 9/03/2019, total to be received $50,011,671 (secured by U.S. Treasury and Federal Agency obligations valued at $51,000,000 in an individually traded account) | 50,000,000 | 50,000,000 | ||||||
| JPMorgan Chase & Co. Repurchase Agreement, 2.15%, dated 8/30/2019, due 9/03/2019, total to be received $100,023,562 (secured by U.S. Treasury obligations valued at $102,024,378 in an individually traded account) | 100,000,000 | 100,000,000 | ||||||
| Total Repurchase Agreements, at Cost and Value | $ | 157,935,000 | ||||||
| Other Assets, Less Liabilities - 0.0% | 574,155 | |||||||
| Net Assets - 100.0% | $ | 6,090,451,468 | ||||||
| (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
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Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
At 8/31/19
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
| Assets | ||||
Investments in unaffiliated issuers, at value (identified cost, $6,089,609,658) | $6,089,877,313 | |||
Cash | 1,252 | |||
Receivables for | ||||
Interest | 695,231 | |||
Other assets | 4,230 | |||
Total assets | $6,090,578,026 | |||
| Liabilities | ||||
Payable to affiliates | ||||
Administrative services fee | $142 | |||
Shareholder servicing costs | 366 | |||
Accrued expenses and other liabilities | 126,050 | |||
Total liabilities | $126,558 | |||
Net assets | $6,090,451,468 | |||
| Net assets consist of | ||||
Paid-in capital | $6,090,390,965 | |||
Total distributable earnings (loss) | 60,503 | |||
Net assets | $6,090,451,468 | |||
Shares of beneficial interest outstanding | 6,090,335,647 | |||
Net asset value per share (net assets of $6,090,451,468 / 6,090,335,647 shares of beneficial interest outstanding) | $1.0000 | |||
See Notes to Financial Statements
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Financial Statements
Year ended 8/31/19
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 (loss) | ||||
Income | ||||
Interest | $127,091,479 | |||
Other | 767 | |||
Total investment income | $127,092,246 | |||
Expenses | ||||
Shareholder servicing costs | $962 | |||
Administrative services fee | 17,500 | |||
Insurance expense | 29,370 | |||
Custodian fee | 246,105 | |||
Shareholder communications | 4,273 | |||
Audit and tax fees | 34,228 | |||
Legal fees | 47,294 | |||
Commitment fee | 29,940 | |||
Miscellaneous | 39,518 | |||
Total expenses | $449,190 | |||
Fees paid indirectly | (12,491 | ) | ||
Net expenses | $436,699 | |||
Net investment income (loss) | $126,655,547 | |||
| Realized and unrealized gain (loss) | ||||
Realized gain (loss) (identified cost basis) | ||||
Unaffiliated issuers | $(36,530 | ) | ||
Change in unrealized appreciation or depreciation | ||||
Unaffiliated issuers | $112,119 | |||
Net realized and unrealized gain (loss) | $75,589 | |||
Change in net assets from operations | $126,731,136 | |||
See Notes to Financial Statements
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Financial Statements
STATEMENTS OF CHANGES IN NET ASSETS
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
| Year ended | ||||||||
| 8/31/19 | 8/31/18 | |||||||
| Change in net assets | ||||||||
| From operations | ||||||||
Net investment income (loss) | $126,655,547 | $91,906,875 | ||||||
Net realized gain (loss) | (36,530 | ) | (156,437 | ) | ||||
Net unrealized gain (loss) | 112,119 | 188,144 | ||||||
Change in net assets from operations | $126,731,136 | $91,938,582 | ||||||
Total distributions to shareholders (a) | $(126,655,547 | ) | $(91,906,875 | ) | ||||
Change in net assets from fund share transactions | $541,426,432 | $(725,248,427 | ) | |||||
Total change in net assets | $541,502,021 | $(725,216,720 | ) | |||||
| Net assets | ||||||||
At beginning of period | 5,548,949,447 | 6,274,166,167 | ||||||
At end of period | $6,090,451,468 | $5,548,949,447 | ||||||
| (a) | Distributions from net investment income and from net realized gain are no longer required to be separately disclosed. For the year ended August 31, 2018, distributions from net investment income were $91,906,875. |
See Notes to Financial Statements
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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 that 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.
| Year ended | ||||||||||||||||||||
| 8/31/19 | 8/31/18 | 8/31/17 | 8/31/16 | 8/31/15 | ||||||||||||||||
Net asset value, beginning of period | $1.0000 | $1.0000 | $1.0000 | $1.0000 | $1.00 | |||||||||||||||
| Income (loss) from investment operations |
| |||||||||||||||||||
Net investment income (loss) (d) | $0.0234 | $0.0153 | $0.0071 | $0.0027 | $0.00 | (w) | ||||||||||||||
Net realized and unrealized gain (loss) | 0.0001 | 0.0002 | (0.0002 | ) | 0.0001 | 0.00 | (w) | |||||||||||||
Total from investment operations | $0.0235 | $0.0155 | $0.0069 | $0.0028 | $0.00 | (w) | ||||||||||||||
| Less distributions declared to shareholders |
| |||||||||||||||||||
From net investment income | $(0.0235 | ) | $(0.0155 | ) | $(0.0069 | ) | $(0.0028 | ) | $(0.00 | )(w) | ||||||||||
Contribution from adviser | $— | $— | $— | $0.0000 | (w) | $— | ||||||||||||||
Net asset value, end of period | $1.0000 | $1.0000 | $1.0000 | $1.0000 | $1.00 | |||||||||||||||
Total return (%) (r) | 2.37 | 1.56 | 0.69 | 0.28 | 0.10 | |||||||||||||||
| 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) | N/A | N/A | N/A | 0.01 | 0.01 | |||||||||||||||
Net investment income (loss) | 2.34 | 1.53 | 0.71 | 0.27 | 0.10 | |||||||||||||||
Net assets at end of period | $6,090,451 | $5,548,949 | $6,274,166 | $4,622,258 | $5,470,299 | |||||||||||||||
Effective August 1, 2016, the fund no longer seeks to maintain a stable share price. The value of the fund’s shares are calculated to four decimal places and will vary reflecting the value of the fund’s investments.
| (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 $0.0001 or, prior to 2016, $0.01. |
See Notes to Financial Statements
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(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 anopen-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.
(2) Significant Accounting Policies
General– The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.
Balance Sheet Offsetting– The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’sin-scope financial instruments and transactions.
Investment Valuations– Debt instruments are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. 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. Under the fund’s valuation policies and procedures, market quotations are
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Notes to Financial Statements – continued
not considered to be readily available for most types of debt instruments. These investments are generally valued at fair value based on information from third-party pricing services.
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, 2019 in valuing the fund’s assets or liabilities:
| Financial Instruments | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Short-Term Securities | $— | $6,089,877,313 | $— | $6,089,877,313 | ||||||||||||
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, thenon-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 August 31, 2019, the fund had investments in repurchase agreements with a gross value of $157,935,000 included in investments in unaffiliated issuers in the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at period end.
Indemnifications– Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
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Notes to Financial Statements – continued
Investment Transactions and Income– Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. 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, 2019, 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 theex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
During the year ended August 31, 2019, 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:
| Year ended 8/31/19 | Year ended 8/31/18 | |||||||
| Ordinary income (including any short-term capital gains) | $126,655,547 | $91,906,875 | ||||||
The federal tax cost and the tax basis components of distributable earnings were as follows:
| As of 8/31/19 | ||||
| Cost of investments | $6,089,609,658 | |||
| Gross appreciation | 523,899 | |||
| Gross depreciation | (256,244 | ) | ||
| Net unrealized appreciation (depreciation) | $267,655 | |||
| Capital loss carryforwards | (207,152 | ) | ||
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Notes to Financial Statements – continued
As of August 31, 2019, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:
| Short-Term | $(207,152 | ) |
(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 forout-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended August 31, 2019, these costs amounted to $962. The fund may also pay shareholder servicing related costs tonon-related parties.
Administrator– MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund pays an annual fixed amount of $17,500. The administrative services fee incurred for the year ended August 31, 2019 was equivalent to an annual effective rate of 0.0003% 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 from MFS for their services to the fund. 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– This fund and certain other funds managed by MFS (the funds) had entered into a service agreement (the ISO Agreement) which provided 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 served as the ISO and was an officer of the funds and the sole member of Tarantino LLC. Effective June 30, 2019, Mr. Tarantino retired from his position as ISO for the funds, and the ISO Agreement was terminated. For the year ended August 31, 2019, the fee paid by the fund under this agreement was $8,900 and is included in “Miscellaneous” expense in the Statement of Operations. MFS had agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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Notes to Financial Statements – continued
(4) Shares of Beneficial Interest
The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
| Year ended 8/31/19 | Year ended 8/31/18 | |||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||
| Shares sold | 47,979,524,236 | $47,977,362,950 | 44,054,945,581 | $44,051,469,765 | ||||||||||||
| Shares issued to shareholders in reinvestment of distributions | 126,657,191 | 126,655,547 | 91,821,254 | 91,815,107 | ||||||||||||
| Shares reacquired | (47,564,813,969 | ) | (47,562,592,065 | ) | (44,872,123,086 | ) | (44,868,533,299 | ) | ||||||||
| Net change | 541,367,458 | $541,426,432 | (725,356,251 | ) | $(725,248,427 | ) | ||||||||||
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 Intrinsic Value Fund, the MFS Value Fund, the MFS Growth Fund, the MFS International New Discovery Fund, and the MFS Emerging Market Debt Fund were the owners of record of approximately 21%, 7%, 6%, 6%, and 5%, 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 syndicate 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 highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, 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. 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 rates equal to customary reference rates plus an agreed upon spread. For the year ended August 31, 2019, the fund’s commitment fee and interest expense were $29,940 and $0, respectively, and the Commitment fees are separately reported in the Statement of Operations.
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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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Institutional Money Market Portfolio (the “Fund”), including the portfolio of investments, as of August 31, 2019, 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, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of August 31, 2019, and 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.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights.
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Report of Independent Registered Public Accounting Firm – continued
Our procedures included confirmation of securities owned as of August 31, 2019, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 17, 2019
We have served as the auditor of one or more of the MFS investment companies since 1924.
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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of October 1, 2019, 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) with Fund | Trustee/Officer Since (h) | Number of | Principal the Past Five Years | Other Directorships | |||||
| INTERESTED TRUSTEES | ||||||||||
| Robert J. Manning (k) (age 55) | Trustee | February 2004 | 135 | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015);Co-Chief Executive Officer (2015-2016) | N/A | |||||
Robin A. Stelmach (k) (age 58) | Trustee | January 2014 | 135 | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | N/A | |||||
| INDEPENDENT TRUSTEES | ||||||||||
John P. Kavanaugh (age 64) | Trustee and Chair of Trustees | January 2009 | 135 | Private investor | N/A | |||||
Steven E. Buller (age 68) | Trustee | February 2014 | 135 | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | N/A | |||||
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Trustees and Officers – continued
Name, Age | Position(s) with Fund | Trustee/Officer Since (h) | Number of | Principal the Past Five Years | Other Directorships | |||||
John A. Caroselli (age 65) | Trustee | March 2017 | 135 | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | N/A | |||||
Maureen R. Goldfarb (age 64) | Trustee | January 2009 | 135 | Private investor | N/A | |||||
| Michael Hegarty (age 74) | Trustee | December 2004 | 135 | Private investor | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) | |||||
| Peter D. Jones (age 64) | Trustee | January 2019 | 135 | Franklin Templeton Distributors, Inc. (investment management), President (until 2015); Franklin Templeton Institutional, LLC (investment management), Chairman (until 2015) | N/A | |||||
James W. Kilman, Jr. (age 58) | Trustee | January 2019 | 135 | Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office and merchant bank), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking,Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016) | Alpha-En Corporation, Director (since 2016) | |||||
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Name, Age | Position(s) with Fund | Trustee/Officer Since (h) | Number of | Principal the Past Five Years | Other Directorships | |||||
Clarence Otis, Jr. (age 63) | Trustee | March 2017 | 135 | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) | |||||
Maryanne L. Roepke (age 63) | Trustee | May 2014 | 135 | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | N/A | |||||
| Laurie J. Thomsen (age 62) | Trustee | March 2005 | 135 | Private investor | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) | |||||
Name, Age | Position(s) Held | Trustee/Officer Since (h) | Number of | Principal | ||||
| OFFICERS | ||||||||
Christopher R. Bohane (k) (age 45) | Assistant Secretary and Assistant Clerk | July 2005 | 135 | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | ||||
Kino Clark (k) (age 51) | Assistant Treasurer | January 2012 | 135 | Massachusetts Financial Services Company, Vice President | ||||
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Trustees and Officers – continued
Name, Age | Position(s) Held | Trustee/Officer Since (h) | Number of | Principal | ||||
John W. Clark, Jr. (k) (age 52) | Assistant Treasurer | April 2017 | 135 | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) | ||||
Thomas H. Connors (k) (age 60) | Assistant Secretary and Assistant Clerk | September 2012 | 135 | Massachusetts Financial Services Company, Vice President and Senior Counsel | ||||
| David L. DiLorenzo (k) (age 51) | President | July 2005 | 135 | Massachusetts Financial Services Company, Senior Vice President | ||||
| Heidi W. Hardin (k) (age 52) | Secretary and Clerk | April 2017 | 135 | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) | ||||
| Brian E. Langenfeld (k) (age 46) | Assistant Secretary and Assistant Clerk | June 2006 | 135 | Massachusetts Financial Services Company, Vice President and Senior Counsel | ||||
| Amanda S. Mooradian (k) (age 40) | Assistant Secretary and Assistant Clerk | September 2018 | 135 | Massachusetts Financial Services Company, Assistant Vice President and Counsel | ||||
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Trustees and Officers – continued
Name, Age | Position(s) Held | Trustee/Officer Since (h) | Number of | Principal | ||||
| Susan A. Pereira (k) (age 48) | Assistant Secretary and Assistant Clerk | July 2005 | 135 | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | ||||
| Kasey L. Phillips (k) (age 48) | Assistant Treasurer | September 2012 | 135 | Massachusetts Financial Services Company, Vice President | ||||
| Matthew A. Stowe (k) (age 44) | Assistant Secretary and Assistant Clerk | October 2014 | 135 | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | ||||
| Martin J. Wolin (k) (age 52) | Chief Compliance Officer | July 2015 | 135 | 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) | ||||
| James O. Yost (k) (age 59) | Treasurer | September 1990 | 135 | Massachusetts Financial Services Company, Senior Vice President | ||||
| (h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
| (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. |
Each Trustee (other than Messrs. Jones and Kilman) 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. Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does
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Trustees and Officers – continued
not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Hegarty, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling1-800-225-2606.
| Investment Adviser | Custodian | |
Massachusetts Financial Services Company Boston, MA 02199-7618 | JPMorgan Chase Bank, NA 4 Metrotech Center New York, NY 11245 | |
| Distributor | Independent Registered Public Accounting Firm | |
MFS Fund Distributors, Inc. Boston, MA 02199-7618 | Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 | |
| Portfolio Manager(s) | ||
| Edward O’Dette |
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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 thenon-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, 2019 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2018 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s fees and expenses and the fees and expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (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
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Funds as a whole, and compared to MFS’ institutional business, (v) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vi) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (vii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe 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 Broadridge performance universe over the five-year period ended December 31, 2018, 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 2nd quintile relative to the other funds in the universe for this five-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 2nd quintile for each of theone- and three-year periods ended December 31, 2018 relative to the Broadridge 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 the Broadridge expense
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Board Review of Investment Advisory Agreement – continued
group based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into 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 Broadridge 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 andsub-custodians. The Trustees concluded that the variousnon-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees consideredso-called“fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that, effective January 3, 2018, MFS had discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds and would thereafter directly pay for or voluntarily reimburse a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
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 additionalone-year period, commencing August 1, 2019.
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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 calling1-800-225-2606, by visitingmfs.com/proxyvoting, or by visiting the SEC’s Web site athttp://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visitingmfs.com/proxyvoting, or by visiting the SEC’s Web site athttp://www.sec.gov.
PORTFOLIO HOLDINGS INFORMATION
The fund files monthly portfolio information with the SEC on Form N-MFP. The fund’s Form N-MFP reports are available on the SEC’s website athttp://www.sec.gov. A shareholder can also access the fund’s portfolio holdings as of each month end and the fund’s Form N-MFP reports atmfs.com after accepting the terms and conditions for the “Institutions & Consultants” role, selecting United States, and then from the menu option, choosing “Products & Strategies” and clicking on the fund’s name “Institutional Money Market Portfolio” under the “US Institutional Trust & Reports” section.
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 athttps://www.mfs.com/en-us/what-we-do/announcements.html.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The fund will notify shareholders of amounts for use in preparing 2019 income tax forms in January 2020.
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rev. 3/16
| 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 areno 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? | Call800-225-2606 or go tomfs.com. | |
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| Page 2 |
| Who we are | ||
| Who is providing this notice? | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. | |
| What we do | ||
| How does MFS protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. | |
| How does MFS collect my personal information? | We collect your personal information, for example, when you
• open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
| Why can’t I limit all sharing? | Federal law gives you the right to limit only
• sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. | |
| Definitions | ||
| Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies.
• MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. | |
| Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies.
• MFS does not share with nonaffiliates so they can market to you. | |
| Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
• MFS 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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Save paper with eDelivery.
| MFS® will send you prospectuses, |
reports, and proxies directly viae-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 219341
Kansas City, MO 64121-9341
OVERNIGHT MAIL
MFS Service Center, Inc.
Suite 219341
430 W 7th Street
Kansas City, MO 64105-1407
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| ITEM 2. | CODE OF ETHICS. |
The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in FormN-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 the Code that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this FormN-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 is attached hereto asEX-99.COE.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Messrs. Steven E. Buller, Michael Hegarty, James Kilman, and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in FormN-CSR. In addition, Messrs. Buller, Hegarty, Kilman, and Otis and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the FormN-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 fornon-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”).
For the fiscal years ended August 31, 2019 and 2018, audit fees billed to the Fund by Deloitte were as follows:
| Audit Fees | ||||||||
| 2019 | 2018 | |||||||
Fees Billed by Deloitte | ||||||||
MFS Institutional Money Market Portfolio | 26,872 | 26,286 | ||||||
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For the fiscal years ended August 31, 2019 and 2018, 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 | ||||||||||||||||||||||
| 2019 | 2018 | 2018 | 2018 | 2019 | 2018 | |||||||||||||||||||
Fees Billed by Deloitte | ||||||||||||||||||||||||
To MFS Institutional Money Market Portfolio | 0 | 0 | 4,771 | 4,664 | 0 | 0 | ||||||||||||||||||
| Audit-Related Fees1 | Tax Fees2 | All Other Fees3 | ||||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |||||||||||||||||||
Fees Billed by Deloitte | ||||||||||||||||||||||||
To MFS and MFS Related Entities of MFS Institutional Money Market Portfolio* | 0 | 0 | 0 | 0 | 3,790 | 5,390 | ||||||||||||||||||
Aggregate Fees for Non-audit Services | ||||||||
| 2019 | 2018 | |||||||
Fees Billed by Deloitte | ||||||||
To MFS Institutional Money Market Portfolio, MFS and MFS Related Entities# | 8,561 | 10,054 | ||||||
| * | This amount reflects the fees billed to MFS and MFS Related Entities fornon-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 fornon-audit services rendered to the Fund and fornon-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”. |
Item 4(e)(1):
Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to thepre-approval of audit andnon-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 permissiblenon-audit services rendered to the Fund and all permissiblenon-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 anengagement-by-engagement basis. In the eventpre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seekpre-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 notpre-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 engagementpre-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.
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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 Rule2-01 of RegulationS-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 ofnon-audit services to MFS and MFS Related Entities that were notpre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable to the Registrant.
| ITEM 6. | INVESTMENTS |
A schedule of investments of the Registrant is included as part of the report to shareholders of such series under Item 1 of this FormN-CSR.
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to the Registrant.
| ITEM 8. | PORTFOLIO MANAGERS OFCLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to the Registrant.
| ITEM 9. | PURCHASES OF EQUITY SECURITIES BYCLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable to the Registrant.
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| 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 RegulationS-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 Rule30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this report on FormN-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 Rule30a-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. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to the Registrant.
| ITEM 13. | EXHIBITS. |
| (a) (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: Attached hereto asEX-99.COE. |
| (2) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule30a-2(a) under the Act (17 CFR270.30a-2): Attached hereto asEX-99.302CERT. |
| (3) | Any written solicitation to purchase securities under Rule23c-1 under the Act (17 CFR270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable. |
| (4) | Change in the registrant’s independent public accountant. Not applicable. |
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| (b) | If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule30a-2(b) under the Act (17 CFR270.30a-2(b)), Rule13a-14(b) or Rule15d-14(b) under the Exchange Act (17 CFR240.13a-14(b) or240.15d-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 asEX-99.906CERT. |
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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.
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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 XIV
| By (Signature and Title)* | DAVID L. DILORENZO | |
| David L. DiLorenzo, President |
Date: October 17, 2019
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)* | DAVID L. DILORENZO | |
| David L. DiLorenzo, President (Principal Executive Officer) |
Date: October 17, 2019
| By (Signature and Title)* | JAMES O. YOST | |
| James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer) |
Date: October 17, 2019
| * | Print name and title of each signing officer under his or her signature. |