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)
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, 2022
ITEM 1. REPORTS TO STOCKHOLDERS.
Item 1(a):
Money Market Portfolio
Money Market Portfolio
1 | |
2 | |
3 | |
4 | |
5 | |
7 | |
8 | |
9 | |
10 | |
11 | |
16 | |
18 | |
22 | |
25 | |
25 | |
25 | |
25 | |
25 | |
26 |
back cover |
A-1+ | 37.8% |
A-1 | 62.2% |
Other Assets Less Liabilities (o) | (0.0)% |
0 - 7 days | 52.0% |
8 - 29 days | 30.1% |
30 - 59 days | 17.9% |
60 - 89 days | 0.0% |
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 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. |
Inception | 1-Year Total Return | Current 7-day yield |
3/19/07 | 0.48% | 2.21% |
March 1, 2022 through August 31, 2022
Annualized Expense Ratio | Beginning Account Value 3/01/22 | Ending Account Value 8/31/22 | Expenses Paid During Period (p) 3/01/22-8/31/22 | |
Actual | 0.01% | $1,000.00 | $1,004.59 | $0.05 |
Hypothetical (h) | 0.01% | $1,000.00 | $1,025.16 | $0.05 |
(h) | 5% fund return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to the fund’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
Issuer | Shares/Par | Value ($) | ||
Commercial Paper (y) – 24.5% | ||||
Automotive – 2.8% | ||||
Toyota Motor Credit Corp., 1.59%, due 9/07/2022 | $100,000,000 | $99,954,753 | ||
Toyota Motor Credit Corp., 2.77%, due 10/24/2022 | 125,000,000 | 124,516,625 | ||
$224,471,378 | ||||
Computer Software – 4.1% | ||||
Apple, Inc., 2.27%, due 9/13/2022 (t) | $50,000,000 | $49,957,768 | ||
Apple, Inc., 2.28%, due 9/14/2022 (t) | 100,000,000 | 99,908,883 | ||
Apple, Inc., 2.28%, due 9/16/2022 (t) | 50,000,000 | 49,947,711 | ||
Apple, Inc., 2.34%, due 10/06/2022 (t) | 122,851,000 | 122,557,877 | ||
$322,372,239 | ||||
Conglomerates – 3.8% | ||||
Siemens Capital Corp., 2.29%, due 9/01/2022 (t) | $100,000,000 | $99,993,631 | ||
Siemens Capital Corp., 2.32%, due 9/08/2022 (t) | 100,000,000 | 99,948,556 | ||
Siemens Capital Corp., 2.37%, due 9/30/2022 (t) | 100,000,000 | 99,798,333 | ||
$299,740,520 | ||||
Major Banks – 1.8% | ||||
Toronto-Dominion Bank, 2.32%, due 9/19/2022 (t) | $100,000,000 | $99,876,501 | ||
Toronto-Dominion Bank, 2.51%, due 10/11/2022 (t) | 43,000,000 | 42,880,263 | ||
$142,756,764 | ||||
Other Banks & Diversified Financials – 4.7% | ||||
Mizuho Bank Ltd., 2.58%, due 10/18/2022 (t) | $100,000,000 | $99,659,467 | ||
National Bank of Canada, 2.51%, due 10/03/2022 (t) | 200,000,000 | 199,549,916 | ||
National Bank of Canada, 2.36%, due 10/11/2022 (t) | 76,000,000 | 75,781,707 | ||
$374,991,090 | ||||
Pharmaceuticals – 3.6% | ||||
Sanofi, 2.14%, due 9/27/2022 (t) | $100,000,000 | $99,818,800 | ||
Sanofi, 2.14%, due 9/29/2022 (t) | 190,000,000 | 189,628,841 | ||
$289,447,641 | ||||
Retailers – 3.7% | ||||
Walmart, Inc., 2.33%, due 9/19/2022 (t) | $200,000,000 | $199,749,728 | ||
Walmart, Inc., 2.35%, due 9/26/2022 (t) | 90,000,000 | 89,843,935 | ||
$289,593,663 | ||||
Total Commercial Paper (Identified Cost, $1,943,576,275) | $1,943,373,295 |
Issuer | Shares/Par | Value ($) | ||
U.S. Government Agencies and Equivalents (y) – 71.8% | ||||
Federal Farm Credit Bank, 2.15%, due 9/07/2022 | $13,000,000 | $12,995,116 | ||
Federal Farm Credit Bank, 2.17%, due 9/14/2022 | 150,000,000 | 149,872,119 | ||
Federal Farm Credit Bank, 2.17%, due 9/21/2022 | 125,500,000 | 125,335,432 | ||
Federal Home Loan Bank, 2.16%, due 9/01/2022 | 2,814,566,000 | 2,814,566,000 | ||
Federal Home Loan Bank, 2.14%, due 9/16/2022 | 301,850,000 | 301,553,088 | ||
Federal Home Loan Bank, 2.15%, due 9/23/2022 | 13,150,000 | 13,131,033 | ||
U.S. Treasury Bill, 2.01%, due 9/01/2022 | 267,000,000 | 267,000,000 | ||
U.S. Treasury Bill, 2.11%, due 9/06/2022 | 262,000,000 | 261,926,677 | ||
U.S. Treasury Bill, 2.05%, due 9/08/2022 | 172,000,000 | 171,932,903 | ||
U.S. Treasury Bill, 2.07%, due 9/13/2022 | 350,000,000 | 349,747,562 | ||
U.S. Treasury Bill, 2.1%, due 9/20/2022 | 275,000,000 | 274,686,863 | ||
U.S. Treasury Bill, 2.13%, due 9/27/2022 | 200,000,000 | 199,670,306 | ||
U.S. Treasury Bill, 2.26%, due 10/04/2022 | 350,000,000 | 349,258,875 | ||
U.S. Treasury Bill, 2.23%, due 10/06/2022 | 263,300,000 | 262,728,447 | ||
U.S. Treasury Bill, 2.38%, due 10/11/2022 | 143,000,000 | 142,621,408 | ||
Total U.S. Government Agencies and Equivalents (Identified Cost, $5,697,140,209) | $5,697,025,829 | |||
Repurchase Agreements – 3.7% | ||||
Bank of America Corp. Repurchase Agreement, 2.24%, dated 8/31/2022, due 9/01/2022, total to be received $136,327,366 (secured by U.S. Treasury and/or U.S. Government Agency Securities valued at $139,054,972) | $136,319,000 | $136,319,000 | ||
Goldman Sachs Repurchase Agreement, 2.26%, dated 8/31/2022, due 9/01/2022, total to be received $50,003,096 (secured by U.S. Treasury and/or U.S. Government Agency Securities valued at $51,000,019) | 50,000,000 | 50,000,000 | ||
JPMorgan Chase & Co. Repurchase Agreement, 2.26%, dated 8/31/2022, due 9/01/2022, total to be received $109,506,780 (secured by U.S. Treasury and/or U.S. Government Agency Securities valued at $111,697,039) | 109,500,000 | 109,500,000 | ||
Total Repurchase Agreements, at Cost and Value | $295,819,000 | |||
Other Assets, Less Liabilities – (0.0)% | (174,934) | |||
Net Assets – 100.0% | $7,936,043,190 |
(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. |
Assets | |
Investments in unaffiliated issuers, at value (identified cost, $7,936,535,484) | $7,936,218,124 |
Cash | 1,830 |
Receivables for | |
Interest | 18,495 |
Other assets | 5,896 |
Total assets | $7,936,244,345 |
Liabilities | |
Payable to affiliates | |
Administrative services fee | $94 |
Shareholder servicing costs | 176 |
Accrued expenses and other liabilities | 200,885 |
Total liabilities | $201,155 |
Net assets | $7,936,043,190 |
Net assets consist of | |
Paid-in capital | $7,936,465,052 |
Total distributable earnings (loss) | (421,862) |
Net assets | $7,936,043,190 |
Shares of beneficial interest outstanding | 7,935,958,696 |
Net asset value per share (net assets of $7,936,043,190 / 7,935,958,696 shares of beneficial interest outstanding) | $1.0000 |
Net investment income (loss) | |
Income | |
Interest | $38,810,634 |
Other | 17,650 |
Total investment income | $38,828,284 |
Expenses | |
Shareholder servicing costs | $929 |
Administrative services fee | 17,500 |
Insurance expense | 32,299 |
Custodian fee | 411,045 |
Shareholder communications | 2,313 |
Audit and tax fees | 39,783 |
Legal fees | 31,224 |
Commitment fee | 35,242 |
Miscellaneous | 27,831 |
Total expenses | $598,166 |
Fees paid indirectly | (1,749) |
Net expenses | $596,417 |
Net investment income (loss) | $38,231,867 |
Realized and unrealized gain (loss) | |
Realized gain (loss) (identified cost basis) | |
Unaffiliated issuers | $(104,502) |
Change in unrealized appreciation or depreciation | |
Unaffiliated issuers | $(276,215) |
Net realized and unrealized gain (loss) | $(380,717) |
Change in net assets from operations | $37,851,150 |
Year ended | ||
8/31/22 | 8/31/21 | |
Change in net assets | ||
From operations | ||
Net investment income (loss) | $38,231,867 | $5,625,671 |
Net realized gain (loss) | (104,502) | 186,835 |
Net unrealized gain (loss) | (276,215) | (95,683) |
Change in net assets from operations | $37,851,150 | $5,716,823 |
Total distributions to shareholders | $(38,231,867) | $(5,625,671) |
Change in net assets from fund share transactions | $(874,065,209) | $238,685,321 |
Total change in net assets | $(874,445,926) | $238,776,473 |
Net assets | ||
At beginning of period | 8,810,489,116 | 8,571,712,643 |
At end of period | $7,936,043,190 | $8,810,489,116 |
Year ended | |||||
8/31/22 | 8/31/21 | 8/31/20 | 8/31/19 | 8/31/18 | |
Net asset value, beginning of period | $1.0000 | $1.0000 | $1.0000 | $1.0000 | $1.0000 |
Income (loss) from investment operations | |||||
Net investment income (loss) (d) | $0.0043 | $0.0006 | $0.0108 | $0.0234 | $0.0153 |
Net realized and unrealized gain (loss) | 0.0005 | 0.0000(w) | 0.0006 | 0.0001 | 0.0002 |
Total from investment operations | $0.0048 | $0.0006 | $0.0114 | $0.0235 | $0.0155 |
Less distributions declared to shareholders | |||||
From net investment income | $(0.0048) | $(0.0006) | $(0.0114) | $(0.0235) | $(0.0155) |
Net asset value, end of period | $1.0000 | $1.0000 | $1.0000 | $1.0000 | $1.0000 |
Total return (%) (r) | 0.48 | 0.06 | 1.15 | 2.37 | 1.56 |
Ratios (%) (to average net assets) and Supplemental data: | |||||
Expenses (f) | 0.01 | 0.01 | 0.01 | 0.01 | 0.01 |
Net investment income (loss) | 0.43 | 0.06 | 1.08 | 2.34 | 1.53 |
Net assets at end of period (000 omitted) | $7,936,043 | $8,810,489 | $8,571,713 | $6,090,451 | $5,548,949 |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. See Note 2 in the Notes to Financial Statements for additional information. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(w) | Per share amount was less than $0.0001. |
Financial Instruments | Level 1 | Level 2 | Level 3 | Total |
Short-Term Securities | $— | $7,936,218,124 | $— | $7,936,218,124 |
Year ended 8/31/22 | Year ended 8/31/21 | |
Ordinary income (including any short-term capital gains) | $38,231,867 | $5,625,671 |
As of 8/31/22 | |
Cost of investments | $7,936,535,484 |
Gross appreciation | 29,463 |
Gross depreciation | (346,823) |
Net unrealized appreciation (depreciation) | $(317,360) |
Capital loss carryforwards | (104,502) |
Total distributable earnings (loss) | $(421,862) |
Short-Term | $(104,502) |
Year ended 8/31/22 | Year ended 8/31/21 | ||||
Shares | Amount | Shares | Amount | ||
Shares sold | 64,097,175,224 | $64,096,859,685 | 64,258,998,335 | $64,258,998,403 | |
Shares issued to shareholders in reinvestment of distributions | 38,233,039 | 38,231,867 | 5,625,739 | 5,625,671 | |
Shares reacquired | (65,009,657,932) | (65,009,156,761) | (64,025,938,753) | (64,025,938,753) | |
Net change | (874,249,669) | $(874,065,209) | 238,685,321 | $238,685,321 |
October 17, 2022
Name, Age | Position(s) Held with Fund | Trustee/Officer Since(h) | Number of MFS Funds overseen by the Trustee | Principal Occupations During the Past Five Years | Other Directorships During the Past Five Years (j) | |||||
INTERESTED TRUSTEES | ||||||||||
Michael W. Roberge (k) (age 56) | Trustee | January 2021 | 136 | Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; Chairman of the Board (since January 2022); President (until December 2018); Chief Investment Officer (until December 2018) | N/A | |||||
INDEPENDENT TRUSTEES | ||||||||||
John P. Kavanaugh (age 67) | Trustee and Chair of Trustees | January 2009 | 136 | Private investor | N/A | |||||
Steven E. Buller (age 71) | Trustee | February 2014 | 136 | Private investor | N/A | |||||
John A. Caroselli (age 68) | Trustee | March 2017 | 136 | Private investor; JC Global Advisors, LLC (management consulting), President (since 2015) | N/A | |||||
Maureen R. Goldfarb (age 67) | Trustee | January 2009 | 136 | Private investor | N/A | |||||
Peter D. Jones (age 67) | Trustee | January 2019 | 136 | Private investor | N/A | |||||
James W. Kilman, Jr. (age 61) | Trustee | January 2019 | 136 | Burford Capital Limited (finance and investment management), Senior Advisor (since May 3, 2021), Chief Financial Officer (2019 - May 2, 2021); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016) | Alpha-En Corporation, Director (2016-2019) |
Name, Age | Position(s) Held with Fund | Trustee/Officer Since(h) | Number of MFS Funds overseen by the Trustee | Principal Occupations During the Past Five Years | Other Directorships During the Past Five Years (j) | |||||
Clarence Otis, Jr. (age 66) | Trustee | March 2017 | 136 | Private investor | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director | |||||
Maryanne L. Roepke (age 66) | Trustee | May 2014 | 136 | Private investor | N/A | |||||
Laurie J. Thomsen (age 65) | Trustee | March 2005 | 136 | Private investor | The Travelers Companies, Director; Dycom Industries, Inc., Director |
Name, Age | Position(s) Held with Fund | Trustee/Officer Since(h) | Number of MFS Funds for which the Person is an Officer | Principal Occupations During the Past Five Years | ||||
OFFICERS | ||||||||
Christopher R. Bohane (k) (age 48) | Assistant Secretary and Assistant Clerk | July 2005 | 136 | Massachusetts Financial Services Company, Senior Vice President and Senior Managing Counsel | ||||
Kino Clark (k) (age 54) | Assistant Treasurer | January 2012 | 136 | Massachusetts Financial Services Company, Vice President | ||||
John W. Clark, Jr. (k) (age 55) | Assistant Treasurer | April 2017 | 136 | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head - Treasurer's Office (until February 2017) | ||||
David L. DiLorenzo (k) (age 54) | President | July 2005 | 136 | Massachusetts Financial Services Company, Senior Vice President | ||||
Heidi W. Hardin (k) (age 55) | Secretary and Clerk | April 2017 | 136 | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017) | ||||
Brian E. Langenfeld (k) (age 49) | Assistant Secretary and Assistant Clerk | June 2006 | 136 | Massachusetts Financial Services Company, Vice President and Managing Counsel |
Name, Age | Position(s) Held with Fund | Trustee/Officer Since(h) | Number of MFS Funds for which the Person is an Officer | Principal Occupations During the Past Five Years | ||||
Rosa E. Licea-Mailloux(k) (age 46) | Chief Compliance Officer | March 2022 | 136 | Massachusetts Financial Services Company, Vice President (since 2018); Director of Corporate Compliance (2018-2021), Senior Director Compliance (2021-2022), Senior Managing Director of North American Compliance & Chief Compliance Officer (since March 2022); Natixis Investment Managers (investment management), Funds Chief Compliance Officer, Deputy General Counsel & Senior Vice President (until 2018) | ||||
Amanda S. Mooradian (k) (age 43) | Assistant Secretary and Assistant Clerk | September 2018 | 136 | Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel | ||||
Susan A. Pereira (k) (age 51) | Assistant Secretary and Assistant Clerk | July 2005 | 136 | Massachusetts Financial Services Company, Vice President and Managing Counsel | ||||
Kasey L. Phillips (k) (age 51) | Assistant Treasurer | September 2012 | 136 | Massachusetts Financial Services Company, Vice President | ||||
Matthew A. Stowe (k) (age 47) | Assistant Secretary and Assistant Clerk | October 2014 | 136 | Massachusetts Financial Services Company, Vice President and Senior Managing Counsel | ||||
William B. Wilson(k) (age 40) | Assistant Secretary and Assistant Clerk | October 2022 | 136 | Massachusetts Financial Services Company, Assistant Vice President and Counsel | ||||
James O. Yost (k) (age 62) | Treasurer | September 1990 | 136 | 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. 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. |
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 |
Distributor | Independent Registered Public Accounting Firm |
MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
FACTS | 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. |
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. |
Item 1(b):
Not applicable
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 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 the Code that relates to an element of the Code's definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.
A copy of the Code is attached hereto as EX-99.COE.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Messrs. Steven E. Buller, 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 Form N-CSR. In addition, Messrs. Buller, 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 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").
For the fiscal years ended August 31, 2022 and 2021, audit fees billed to the Fund by Deloitte were as follows:
Fees Billed by Deloitte | Audit Fees |
|
| 2022 | 2021 |
MFS Institutional Money Market | 29,138 | 27,686 |
Portfolio |
|
|
For the fiscal years ended August 31, 2022 and 2021, 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:
Fees Billed by Deloitte | Audit-Related Fees1 | Tax Fees2 |
|
|
| All Other Fees3 | |||
| 2022 |
| 2021 | 2022 | 2021 |
| 2022 | 2021 | |
To MFS Institutional | 0 |
| 0 | 400 | 5,320 |
| 0 | 0 | |
Money Market Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Fees Billed by Deloitte | Audit-Related Fees1 | Tax Fees2 |
|
|
| All Other Fees3 | |||
| 2022 |
| 2021 | 2022 | 2021 |
| 2022 | 2021 | |
To MFS and MFS Related | 0 |
| 0 | 0 | 0 |
|
| 7,580 | 1,600 |
Entities of MFS Institutional |
|
|
|
|
|
|
|
|
|
Money Market Portfolio* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fees Billed by Deloitte |
| Aggregate Fees for Non-audit Services |
|
| |||||
|
| 2022 |
|
| 2021 |
|
|
| |
To MFS Institutional Money Market | 7,980 |
|
| 6,920 |
|
|
| ||
Portfolio, MFS and MFS Related |
|
|
|
|
|
|
|
| |
Entities# |
|
|
|
|
|
|
|
|
|
*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".
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 Fund 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.
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(a) of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the Registrant.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the Registrant.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable to the Registrant.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant's Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a)Based upon their evaluation of the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as conducted within 90 days of the filing date of this report on Form N-CSR, the registrant's principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
(b)There were no changes in the registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the 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 FOR CLOSED-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 as EX-99.COE.
(2)A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT.
(3)Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-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.
(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 as EX-99.906CERT.
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.
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)* /S/ DAVID L. DILORENZO
David L. DiLorenzo, President
Date: October 17, 2022
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)* /S/ DAVID L. DILORENZO
David L. DiLorenzo, President (Principal Executive Officer)
Date: October 17, 2022
By (Signature and Title)* /S/ JAMES O. YOST
James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer)
Date: October 17, 2022
* Print name and title of each signing officer under his or her signature.