MFS Series Trust Xiii NCSR Certified annual shareholder report (management investment company)

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 811-3327

MFS SERIES TRUST XIII

(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, 2018

*	This Form N-CSR pertains only to the following series of the Registrant: MFS Global Real Estate Fund. The remaining series of the Registrant have a fiscal year end other than August 31.

ITEM 1.

REPORTS TO STOCKHOLDERS.

Annual Report

August 31, 2018

LOGO

MFS® Global Real Estate Fund

LOGO

GRE-ANN

MFS® Global Real Estate Fund

CONTENTS

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

LOGO

LETTER FROM THE EXECUTIVE CHAIRMAN

Dear Shareholders:

The strengthening U.S. dollar, international trade friction and geopolitical uncertainty have contributed to a measurable uptick in market volatility in recent quarters — a

departure from the low-volatility environment that prevailed for much of 2017. Against this more challenging backdrop, global markets have become less synchronized, with equity markets in the United States outperforming most international markets. Global economic growth remains healthy, notwithstanding signs of a modest slowdown over the past few months, particularly in Europe, China and some emerging markets.

Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central

banks taking only tentative steps toward tighter policies. Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have recently had to contend with tighter financial conditions as a result of firmer U.S. Treasury yields and a stronger dollar. Around the world, inflation remains largely subdued, but tight labor markets and solid global demand have investors on the lookout for its potential reappearance. Increased U.S. protectionism is also a growing concern, as investors fear that trade disputes could dampen business sentiment, leading to slower global growth.

As a global investment manager with nearly a century of expertise, MFS® firmly believes that active risk management offers downside mitigation and may help improve investment outcomes, and we built our active investment platform with that in mind. Our long-term perspective influences nearly every aspect of our business, but most importantly, it aligns our investment decisions with clients’ investing time horizons.

Respectfully,

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

October 16, 2018

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

PORTFOLIO COMPOSITION

Portfolio structure

LOGO


Top ten holdings
Simon Property Group, Inc., REIT			6.0%
Unibail-Rodamco, REIT			4.0%
Public Storage, Inc., REIT			3.9%
Welltower, Inc., REIT			3.3%
Link REIT			3.3%
Brixmor Property Group Inc., REIT			3.1%
Mitsui Fudosan Co. Ltd.			3.1%
Hang Lung Properties Ltd.			2.9%
Mid-America Apartment Communities, Inc., REIT			2.7%
Sun Communities, Inc., REIT			2.6%

Equity industries
Real Estate			95.3%
Business Services			1.4%
Telecommunications - Wireless			0.9%


Issuer country weightings (x)
United States			53.5%
Japan			10.5%
Hong Kong			7.3%
United Kingdom			5.3%
Singapore			4.8%
France			4.0%
Australia			3.8%
Germany			3.7%
Canada			2.5%
Other Countries			4.6%

Currency exposure weightings (y)
United States Dollar			53.7%
Japanese Yen			10.5%
Euro			10.1%
Hong Kong Dollar			7.3%
British Pound Sterling			5.3%
Singapore Dollar			4.8%
Australian Dollar			3.6%
Canadian Dollar			2.5%
Norwegian Krone			1.3%
Other Currencies			0.9%

Portfolio Composition – continued

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

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

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

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.

Percentages are based on net assets as of August 31, 2018.

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

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended August 31, 2018, Class A shares of the MFS Global Real Estate Fund (“fund”) provided a total return of 7.19%, at net asset value. This compares with a return of 5.49% for the fund’s benchmark, the FTSE EPRA/Nareit Developed Real Estate Index (net div) (“FTSE Index”).

Market Environment

Despite headwinds from increasing global trade tensions, several US equity indices advanced to set new record highs late in the period after rebounding from a mid-period market correction. Very strong earnings per share and revenue growth, helped in part by the 2017 US tax reform package, has underpinned the advance, as has solid US economic growth. Strong fundamentals have brought US equity valuations down more in line with long-term average valuations from elevated levels early in the period. While the US economy has maintained its strength, global economic growth became less synchronized during the period, with Europe and China showing signs of a modest slowdown and some emerging markets coming under stress.

During the period, the US Federal Reserve raised interest rates by 75 basis points, bringing the total number of hikes to seven since the central bank began to normalize monetary policy in late 2015. The growth rate in the US, Eurozone and Japan remained above trend, although inflation remained contained, particularly outside the US. Late in the period, the European Central Bank announced that it would halt its asset purchase program at the end of 2018, but issued forward guidance that it does not expect to raise interest rates at least until after the summer of 2019. Both the Bank of England and the Bank of Canada raised rates several times during the period. The European political backdrop became a bit more volatile late in the period, spurred by a chaotic process which resulted in the formation of an anti-establishment, Eurosceptic coalition government in Italy.

Bond yields rose in the US during the period but remained low by historical standards, while yields in many developed markets fell. Credit spreads remained relatively tight but widened modestly, late in the period, as market volatility increased. Growing concern over increasing global trade friction appeared to have weighed on business sentiment during the period’s second half, especially outside the US. Tighter financial conditions from rising US rates and a strong dollar combined with trade uncertainty helped expose structural weaknesses in several emerging markets late in the period.

Contributors to Performance

During the reporting period, the fund’s security selection within real estate investments in the United States, Hong Kong and United Kingdom contributed to performance relative to the FTSE Index. Within the United States, the fund’s overweight positions in shares of self-storage property manager Life Storage, healthcare facility investor Medical Properties Trust and mall property manager Simon Property Group lifted relative returns. Within Hong Kong, not holding shares of poor-performing property developers CK Asset Holdings and Sun Hung Kai Properties, as well as an overweight

Management Review – continued

position in property developer Link REIT, benefited relative results. Within the United Kingdom, the fund’s overweight position in self-storage property manager Big Yellow Group aided relative performance.

Securities in other countries that helped relative returns included the fund’s overweight positions in property developer Grand City Properties (Germany), residential apartment rental firm Boardwalk Real Estate Investment Trust (Canada) and semi-industrial and logistics property investor Warehouses De Pauw (Belgium).

Detractors from Performance

Security selection of real estate investments in France detracted from relative returns. Notably, the fund’s overweight position in shopping center development unit Unibail-Rodamco-Westfield hurt relative performance.

Elsewhere, overweight positions in real estate investment trusts Hang Lung Group (Hong Kong), Urban Edge Properties, Japan Logistics (Japan), Shaftesbury (United Kingdom) and Gramercy Property Trust^(h) weakened relative results. Not holding strong-performing real estate investment trusts Vonovia (Germany), Deutsche Wohnen (Germany) and Host Hotels and Resorts further dampened relative returns.

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

Respectfully,

Portfolio Manager(s)

Rick Gable

(h)	Security was not held in the portfolio at period end.

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

PERFORMANCE SUMMARY THROUGH 8/31/18

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

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

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

LOGO

Performance Summary – continued

Total Returns through 8/31/18

Average annual without sales charge


	Share Class	Class Inception Date	1-yr	5-yr	Life (t)
	A	3/11/09	7.19%	9.07%	16.02%
	B	12/19/14	6.43%	N/A	5.69%
	C	12/19/14	6.48%	N/A	5.68%
	I	3/11/09	7.47%	9.29%	16.29%
	R1	12/19/14	6.35%	N/A	5.70%
	R2	12/19/14	6.92%	N/A	6.24%
	R3	12/19/14	7.30%	N/A	6.52%
	R4	12/19/14	7.48%	N/A	6.76%
	R6	7/02/12	7.58%	9.36%	9.35%
Comparative benchmark(s)
	FTSE EPRA/Nareit Developed Real Estate Index (net div) (f)		5.49%	7.05%	15.51%
Average annual with sales charge
	A With Initial Sales Charge (5.75%)		1.03%	7.78%	15.30%
	B With CDSC (Declining over six years from 4% to 0%) (v)		2.45%	N/A	5.07%
	C With CDSC (1% for 12 months) (v)		5.48%	N/A	5.68%

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

(f)	Source: FactSet Research Systems Inc.

(t)	For the period from the class inception date through the stated period end. The comparative benchmark performance information provided for the “life” period is from the inception date of the Class A shares. (See Notes to Performance Summary.)

(v)	Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

FTSE EPRA/Nareit Developed Real Estate Index (net div) – measures the performance of eligible real estate equities worldwide that generate a majority of their revenue and income through the ownership, disposure and development of income-producing real estate.

It is not possible to invest directly in an index.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date. As the fund’s share classes may have different inception dates, the life returns may represent different time periods and may not be comparable.

Performance Summary – continued

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

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

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

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, March 1, 2018 through August 31, 2018

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period March 1, 2018 through August 31, 2018.

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Expense Table – continued


Share Class		Annualized Expense Ratio		Beginning Account Value 3/01/18		Ending Account Value 8/31/18		Expenses Paid During Period (p) 3/01/18-8/31/18
A	Actual		1.35%		$1,000.00		$1,109.66		$7.18
A	Hypothetical (h)		1.35%		$1,000.00		$1,018.40		$6.87
B	Actual		2.10%		$1,000.00		$1,105.00		$11.14
B	Hypothetical (h)		2.10%		$1,000.00		$1,014.62		$10.66
C	Actual		2.10%		$1,000.00		$1,105.79		$11.15
C	Hypothetical (h)		2.10%		$1,000.00		$1,014.62		$10.66
I	Actual		1.10%		$1,000.00		$1,110.73		$5.85
I	Hypothetical (h)		1.10%		$1,000.00		$1,019.66		$5.60
R1	Actual		2.10%		$1,000.00		$1,105.33		$11.14
R1	Hypothetical (h)		2.10%		$1,000.00		$1,014.62		$10.66
R2	Actual		1.60%		$1,000.00		$1,108.34		$8.50
R2	Hypothetical (h)		1.60%		$1,000.00		$1,017.14		$8.13
R3	Actual		1.35%		$1,000.00		$1,109.32		$7.18
R3	Hypothetical (h)		1.35%		$1,000.00		$1,018.40		$6.87
R4	Actual		1.10%		$1,000.00		$1,111.80		$5.86
R4	Hypothetical (h)		1.10%		$1,000.00		$1,019.66		$5.60
R6	Actual		1.00%		$1,000.00		$1,111.19		$5.32
R6	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09

(h)	5% class return per year before expenses.

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

PORTFOLIO OF INVESTMENTS

8/31/18

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


Common Stocks - 97.4%
Issuer	Shares/Par		Value ($)
Business Services - 1.4%
Equinix, Inc., REIT		43,508	$	18,975,144

Real Estate - 95.2%
Advance Residence Investment Corp., REIT		11,826	$	30,195,628
Alexandria Real Estate Equities, Inc., REIT		253,047		32,478,582
American Homes 4 Rent, “A”, REIT		1,072,337		24,878,218
Ascendas India Trust, REIT		22,618,400		18,950,975
Atrium European Real Estate Ltd.		3,564,021		15,885,839
AvalonBay Communities, Inc., REIT		192,488		35,281,126
Big Yellow Group PLC, REIT		1,470,734		17,961,428
Boardwalk REIT		931,801		35,387,017
Boston Properties, Inc., REIT		208,810		27,239,265
Brixmor Property Group Inc., REIT		2,341,287		42,658,249
City Developments Ltd.		3,958,600		26,764,641
Derwent London PLC, REIT		467,537		18,438,731
Entra ASA		1,272,003		18,413,833
Equity Lifestyle Properties, Inc., REIT		311,297		30,158,453
Fortune REIT		13,452,000		16,110,693
Gateway Lifestyle Stapled Security (h)		16,262,963		26,188,836
Grainger PLC		2,693,893		10,721,969
Grand City Properties S.A.		1,055,506		28,791,695
Hang Lung Properties Ltd.		19,994,256		39,485,392
Industrial Logistics Properties Trust, REIT		573,923		13,814,327
Japan Logistics Fund, Inc., REIT		10,726		20,397,838
Japan Retail Fund Investment Corp., REIT		14,888		26,932,661
Kenedix Office Investment Corp., REIT		3,960		24,591,846
LEG Immobilien AG		182,312		22,251,700
Life Storage, Inc., REIT		301,474		29,423,862
Link REIT		4,606,405		45,895,317
LondonMetric Property PLC, REIT		5,480,440		13,108,942
Mapletree Logistics Trust, REIT		21,594,693		20,138,579
Medical Properties Trust, Inc., REIT		2,301,629		34,639,516
Mid-America Apartment Communities, Inc., REIT		358,518		37,128,124
Mitsui Fudosan Co. Ltd.		1,861,874		42,638,272
National Storage, REIT		19,479,806		23,736,836
Prologis Property Mexico S.A. de C.V., REIT		5,972,289		11,766,240
Public Storage, Inc., REIT		254,423		54,085,241
Ramco-Gershenson Properties Trust, REIT		1,118,936		15,620,347
Rexford Industrial Realty, Inc., REIT		357,391		11,615,208

Portfolio of Investments – continued


Issuer					Shares/Par		Value ($)
Common Stocks - continued
Real Estate - continued
Shaftesbury PLC, REIT						1,100,224	$	13,172,671
Simon Property Group, Inc., REIT						453,511		83,006,118
STAG Industrial, Inc., REIT						950,585		27,443,389
Starwood Property Trust, Inc., REIT						998,691		22,001,163
Store Capital Corp., REIT						961,668		27,705,655
Sun Communities, Inc., REIT						352,688		36,390,348
Unibail-Rodamco-Westfield, REIT						260,763		54,785,195
Urban Edge Properties, REIT						1,250,524		28,586,979
Warehouses De Pauw S.C.A.						129,095		18,191,427
Washington Prime Group, Inc., REIT						1,959,970		15,170,168
Welltower, Inc., REIT						690,084		46,035,504

							$	1,316,264,043
Telecommunications - Wireless - 0.8%
American Tower Corp., REIT						80,306	$	11,975,231
Total Common Stocks (Identified Cost, $1,207,175,516)							$	1,347,214,418

	Strike Price		First Exercise
Rights - 0.0%
Real Estate - 0.0%
National Storage, REIT (37 shares for 5 rights) (a) (Identified Cost, $0)		AUD 1.66		8/24/18		2,558,539	$	64,377

Investment Companies (h) - 2.2%
Money Market Funds - 2.2%
MFS Institutional Money Market Portfolio, 2.03% (v) (Identified Cost, $30,220,560)						30,223,809	$	30,223,809

Other Assets, Less Liabilities - 0.4%								5,488,487
Net Assets - 100.0%							$	1,382,991,091

(a)	Non-income producing security.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $56,412,645 and $1,321,089,959, respectively.

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

Portfolio of Investments – continued

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

PLC

Public Limited Company

REIT

Real Estate Investment Trust

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

AUD

Australian Dollar

See Notes to Financial Statements

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 8/31/18

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, $1,180,299,495)	$1,321,089,959
Investments in affiliated issuers, at value (identified cost, $57,096,581)	56,412,645
Foreign currency, at value (identified cost, $284,993)	284,695
Receivables for
Investments sold	2,339,315
Fund shares sold	1,609,878
Dividends	2,713,645
Receivable from investment adviser	128,074
Other assets	748
Total assets	$1,384,578,959
Liabilities
Payables for
Investments purchased	$539,632
Fund shares reacquired	486,401
Payable to affiliates
Shareholder servicing costs	354,090
Distribution and service fees	1,492
Payable for independent Trustees’ compensation	57
Accrued expenses and other liabilities	206,196
Total liabilities	$1,587,868
Net assets	$1,382,991,091
Net assets consist of
Paid-in capital	$1,236,015,422
Unrealized appreciation (depreciation)	140,097,434
Accumulated distributions in excess of net realized gain	(15,961,056	)
Undistributed net investment income	22,839,291
Net assets	$1,382,991,091
Shares of beneficial interest outstanding	85,851,280

Statement of Assets and Liabilities – continued


	Net assets		Shares outstanding		Net asset value per share (a)
Class A		$67,838,493		4,190,875		$16.19
Class B		1,085,241		122,746		8.84
Class C		7,867,868		896,094		8.78
Class I		607,637,508		37,381,523		16.26
Class R1		167,814		18,807		8.92
Class R2		1,699,259		190,968		8.90
Class R3		2,518,904		282,059		8.93
Class R4		3,141,406		351,118		8.95
Class R6		691,034,598		42,417,090		16.29

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $17.18 [100 /94.25 x $16.19]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

Financial Statements

STATEMENT OF OPERATIONS

Year ended 8/31/18

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
Dividends	$32,975,121
Dividends from affiliated issuers	1,417,567
Other	40,726
Foreign taxes withheld	(1,404,143	)
Total investment income	$33,029,271
Expenses
Management fee	$7,468,852
Distribution and service fees	253,689
Shareholder servicing costs	928,862
Administrative services fee	134,194
Independent Trustees’ compensation	15,112
Custodian fee	109,481
Shareholder communications	33,598
Audit and tax fees	62,164
Legal fees	7,354
Miscellaneous	362,547
Total expenses	$9,375,853
Reduction of expenses by investment adviser and distributor	(502,568	)
Net expenses	$8,873,285
Net investment income (loss)	$24,155,986
Realized and unrealized gain (loss)
Realized gain (loss) (identified cost basis)
Unaffiliated issuers	$7,936,321
Affiliated issuers	(117,086	)
Foreign currency	(183,707	)
Net realized gain (loss)	$7,635,528
Change in unrealized appreciation or depreciation
Unaffiliated issuers	$42,398,954
Affiliated issuers	(11,032	)
Translation of assets and liabilities in foreign currencies	(23,925	)
Net unrealized gain (loss)	$42,363,997
Net realized and unrealized gain (loss)	$49,999,525
Change in net assets from operations	$74,155,511

See Notes to Financial Statements

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
	8/31/18			8/31/17
Change in net assets
From operations
Net investment income (loss)		$24,155,986			$15,121,830
Net realized gain (loss)		7,635,528			10,592,329
Net unrealized gain (loss)		42,363,997			282,516
Change in net assets from operations		$74,155,511			$25,996,675
Distributions declared to shareholders
From net investment income		$(17,500,010	)		$(20,300,161	)
From net realized gain		(13,728,314	)		(26,655,408	)
Total distributions declared to shareholders		$(31,228,324	)		$(46,955,569	)
Change in net assets from fund share transactions		$677,691,095			$157,027,885
Total change in net assets		$720,618,282			$136,068,991
Net assets
At beginning of period		662,372,809			526,303,818
At end of period (including undistributed net investment income of $22,839,291 and $12,223,244, respectively)		$1,382,991,091			$662,372,809

See Notes to Financial Statements

Financial Statements

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate 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.


Class A	Year ended
	8/31/18			8/31/17			8/31/16			8/31/15 (z)			2/28/15			2/28/14
Net asset value, beginning of period		$15.73			$16.72			$14.84			$16.36			$14.72			$15.12
Income (loss) from investment operations
Net investment income (loss) (d)		$0.41			$0.38	(c)		$0.31			$0.13			$0.22			$0.26
Net realized and unrealized gain (loss)		0.69			0.04	(g)		2.41			(1.41	)		2.08			0.33
Total from investment operations		$1.10			$0.42			$2.72			$(1.28	)		$2.30			$0.59
Less distributions declared to shareholders
From net investment income		$(0.35	)		$(0.59	)		$(0.25	)		$(0.08	)		$(0.41	)		$(0.38	)
From net realized gain		(0.29	)		(0.82	)		(0.59	)		(0.16	)		(0.25	)		(0.61	)
Total distributions declared to shareholders		$(0.64	)		$(1.41	)		$(0.84	)		$(0.24	)		$(0.66	)		$(0.99	)
Net asset value, end of period (x)		$16.19			$15.73			$16.72			$14.84			$16.36			$14.72
Total return (%) (r)(s)(t)(x)		7.19			3.32	(c)		19.14			(7.94	)(n)		15.83			4.24
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.40			1.43	(c)		1.42			1.26	(a)		1.25			1.22
Expenses after expense reductions (f)		1.35			1.35	(c)		1.33			1.24	(a)		1.25			1.22
Net investment income (loss)		2.65			2.49	(c)		1.97			1.69	(a)		1.37			1.74
Portfolio turnover		20			29			53			14	(n)		37			30
Net assets at end of period (000 omitted)		$67,838			$35,503			$15,981			$3,529			$962			$291

See Notes to Financial Statements

Financial Highlights – continued


Class B	Year ended
	8/31/18			8/31/17			8/31/16			8/31/15 (z)			2/28/15 (i)
Net asset value, beginning of period		$8.88			$10.09			$9.30			$10.38			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$0.16			$0.14	(c)		$0.12			$0.05			$(0.00	)(w)
Net realized and unrealized gain (loss)		0.37			0.00	(g)(w)		1.47	(g)		(0.90	)(g)		0.38	(g)
Total from investment operations		$0.53			$0.14			$1.59			$(0.85	)		$0.38
Less distributions declared to shareholders
From net investment income		$(0.28	)		$(0.53	)		$(0.21	)		$(0.07	)		$—
From net realized gain		(0.29	)		(0.82	)		(0.59	)		(0.16	)		—
Total distributions declared to shareholders		$(0.57	)		$(1.35	)		$(0.80	)		$(0.23	)		$—
Net asset value, end of period (x)		$8.84			$8.88			$10.09			$9.30			$10.38
Total return (%) (r)(s)(t)(x)		6.31			2.58	(c)		18.25			(8.31	)(n)		3.80	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.15			2.18	(c)		2.16			2.01	(a)		2.07	(a)
Expenses after expense reductions (f)		2.10			2.09	(c)		2.07			2.00	(a)		2.06	(a)
Net investment income (loss)		1.85			1.63	(c)		1.31			0.97	(a)		(0.14	)(a)
Portfolio turnover		20			29			53			14	(n)		37
Net assets at end of period (000 omitted)		$1,085			$1,098			$1,116			$676			$317

See Notes to Financial Statements

Financial Highlights – continued


Class C	Year ended
	8/31/18			8/31/17			8/31/16			8/31/15 (z)			2/28/15 (i)
Net asset value, beginning of period		$8.85			$10.09			$9.29			$10.38			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$0.16			$0.14	(c)		$0.11			$0.04			$(0.00	)(w)
Net realized and unrealized gain (loss)		0.37			(0.01	)(g)		1.49	(g)		(0.90	)(g)		0.38	(g)
Total from investment operations		$0.53			$0.13			$1.60			$(0.86	)		$0.38
Less distributions declared to shareholders
From net investment income		$(0.31	)		$(0.55	)		$(0.21	)		$(0.07	)		$—
From net realized gain		(0.29	)		(0.82	)		(0.59	)		(0.16	)		—
Total distributions declared to shareholders		$(0.60	)		$(1.37	)		$(0.80	)		$(0.23	)		$—
Net asset value, end of period (x)		$8.78			$8.85			$10.09			$9.29			$10.38
Total return (%) (r)(s)(t)(x)		6.36			2.56	(c)		18.32			(8.41	)(n)		3.80	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.15			2.18	(c)		2.17			2.01	(a)		2.07	(a)
Expenses after expense reductions (f)		2.10			2.10	(c)		2.08			2.00	(a)		2.06	(a)
Net investment income (loss)		1.88			1.64	(c)		1.19			0.89	(a)		(0.10	)(a)
Portfolio turnover		20			29			53			14	(n)		37
Net assets at end of period (000 omitted)		$7,868			$6,483			$2,676			$836			$330

See Notes to Financial Statements

Financial Highlights – continued


Class I	Year ended
	8/31/18			8/31/17			8/31/16			8/31/15 (z)			2/28/15			2/28/14
Net asset value, beginning of period		$15.78			$16.76			$14.86			$16.38			$14.73			$15.13
Income (loss) from investment operations
Net investment income (loss) (d)		$0.45			$0.41	(c)		$0.32			$0.16			$0.27			$0.30
Net realized and unrealized gain (loss)		0.69			0.05	(g)		2.44			(1.44	)		2.08			0.33
Total from investment operations		$1.14			$0.46			$2.76			$(1.28	)		$2.35			$0.63
Less distributions declared to shareholders
From net investment income		$(0.37	)		$(0.62	)		$(0.27	)		$(0.08	)		$(0.45	)		$(0.42	)
From net realized gain		(0.29	)		(0.82	)		(0.59	)		(0.16	)		(0.25	)		(0.61	)
Total distributions declared to shareholders		$(0.66	)		$(1.44	)		$(0.86	)		$(0.24	)		$(0.70	)		$(1.03	)
Net asset value, end of period (x)		$16.26			$15.78			$16.76			$14.86			$16.38			$14.73
Total return (%) (r)(s)(t)(x)		7.47			3.58	(c)		19.38			(7.93	)(n)		16.17			4.50
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.18			1.18	(c)		1.17			1.00	(a)		1.00			0.97
Expenses after expense reductions (f)		1.10			1.10	(c)		1.09			1.00	(a)		1.00			0.97
Net investment income (loss)		2.90			2.65	(c)		1.99			2.05	(a)		1.67			1.99
Portfolio turnover		20			29			53			14	(n)		37			30
Net assets at end of period (000 omitted)		$607,638			$121,357			$41,108			$1,248			$477			$122

See Notes to Financial Statements

Financial Highlights – continued


Class R1	Year ended
	8/31/18			8/31/17			8/31/16			8/31/15 (z)			2/28/15 (i)
Net asset value, beginning of period		$8.96			$10.17			$9.31			$10.38			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$0.15			$0.14	(c)		$0.13			$0.05			$0.01
Net realized and unrealized gain (loss)		0.39			(0.01	)(g)		1.48	(g)		(0.90	)(g)		0.37	(g)
Total from investment operations		$0.54			$0.13			$1.61			$(0.85	)		$0.38
Less distributions declared to shareholders
From net investment income		$(0.29	)		$(0.52	)		$(0.16	)		$(0.06	)		$—
From net realized gain		(0.29	)		(0.82	)		(0.59	)		(0.16	)		—
Total distributions declared to shareholders		$(0.58	)		$(1.34	)		$(0.75	)		$(0.22	)		$—
Net asset value, end of period (x)		$8.92			$8.96			$10.17			$9.31			$10.38
Total return (%) (r)(s)(t)(x)		6.35			2.51	(c)		18.32			(8.31	)(n)		3.80	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.16			2.18	(c)		2.15			2.01	(a)		2.06	(a)
Expenses after expense reductions (f)		2.10			2.09	(c)		2.07			2.00	(a)		2.06	(a)
Net investment income (loss)		1.73			1.61	(c)		1.32			0.99	(a)		0.28	(a)
Portfolio turnover		20			29			53			14	(n)		37
Net assets at end of period (000 omitted)		$168			$78			$67			$105			$104

See Notes to Financial Statements

Financial Highlights – continued


Class R2	Year ended
	8/31/18			8/31/17			8/31/16			8/31/15 (z)			2/28/15 (i)
Net asset value, beginning of period		$8.95			$10.19			$9.33			$10.39			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$0.21			$0.20	(c)		$0.17			$0.08			$0.02
Net realized and unrealized gain (loss)		0.38			(0.02	)(g)		1.49	(g)		(0.91	)(g)		0.37	(g)
Total from investment operations		$0.59			$0.18			$1.66			$(0.83	)		$0.39
Less distributions declared to shareholders
From net investment income		$(0.35	)		$(0.60	)		$(0.21	)		$(0.07	)		$—
From net realized gain		(0.29	)		(0.82	)		(0.59	)		(0.16	)		—
Total distributions declared to shareholders		$(0.64	)		$(1.42	)		$(0.80	)		$(0.23	)		$—
Net asset value, end of period (x)		$8.90			$8.95			$10.19			$9.33			$10.39
Total return (%) (r)(s)(t)(x)		6.92			3.10	(c)		18.92			(8.15	)(n)		3.90	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.65			1.68	(c)		1.65			1.51	(a)		1.56	(a)
Expenses after expense reductions (f)		1.60			1.60	(c)		1.57			1.50	(a)		1.56	(a)
Net investment income (loss)		2.39			2.23	(c)		1.77			1.53	(a)		0.78	(a)
Portfolio turnover		20			29			53			14	(n)		37
Net assets at end of period (000 omitted)		$1,699			$1,268			$84			$95			$104

See Notes to Financial Statements

Financial Highlights – continued


Class R3	Year ended
	8/31/18			8/31/17			8/31/16			8/31/15 (z)			2/28/15 (i)
Net asset value, beginning of period		$8.97			$10.20			$9.35			$10.39			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$0.23			$0.22	(c)		$0.18			$0.09			$0.02
Net realized and unrealized gain (loss)		0.39			(0.03	)(g)		1.50	(g)		(0.90	)(g)		0.37	(g)
Total from investment operations		$0.62			$0.19			$1.68			$(0.81	)		$0.39
Less distributions declared to shareholders
From net investment income		$(0.37	)		$(0.60	)		$(0.24	)		$(0.07	)		$—
From net realized gain		(0.29	)		(0.82	)		(0.59	)		(0.16	)		—
Total distributions declared to shareholders		$(0.66	)		$(1.42	)		$(0.83	)		$(0.23	)		$—
Net asset value, end of period (x)		$8.93			$8.97			$10.20			$9.35			$10.39
Total return (%) (r)(s)(t)(x)		7.30			3.24	(c)		19.18			(7.92	)(n)		3.90	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.40			1.43	(c)		1.41			1.26	(a)		1.31	(a)
Expenses after expense reductions (f)		1.35			1.35	(c)		1.33			1.25	(a)		1.31	(a)
Net investment income (loss)		2.73			2.52	(c)		1.89			1.78	(a)		1.03	(a)
Portfolio turnover		20			29			53			14	(n)		37
Net assets at end of period (000 omitted)		$2,519			$509			$226			$96			$104

See Notes to Financial Statements

Financial Highlights – continued


Class R4	Year ended
	8/31/18			8/31/17			8/31/16			8/31/15 (z)			2/28/15 (i)
Net asset value, beginning of period		$8.98			$10.20			$9.36			$10.40			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$0.26			$0.23	(c)		$0.21			$0.10			$0.03
Net realized and unrealized gain (loss)		0.38			(0.01	)(g)		1.49	(g)		(0.90	)(g)		0.37	(g)
Total from investment operations		$0.64			$0.22			$1.70			$(0.80	)		$0.40
Less distributions declared to shareholders
From net investment income		$(0.38	)		$(0.62	)		$(0.27	)		$(0.08	)		$—
From net realized gain		(0.29	)		(0.82	)		(0.59	)		(0.16	)		—
Total distributions declared to shareholders		$(0.67	)		$(1.44	)		$(0.86	)		$(0.24	)		$—
Net asset value, end of period (x)		$8.95			$8.98			$10.20			$9.36			$10.40
Total return (%) (r)(s)(t)(x)		7.48			3.54	(c)		19.47			(7.87	)(n)		4.00	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.16			1.18	(c)		1.16			1.01	(a)		1.06	(a)
Expenses after expense reductions (f)		1.10			1.09	(c)		1.08			1.00	(a)		1.06	(a)
Net investment income (loss)		3.02			2.63	(c)		2.14			2.03	(a)		1.28	(a)
Portfolio turnover		20			29			53			14	(n)		37
Net assets at end of period (000 omitted)		$3,141			$1,296			$763			$96			$104

See Notes to Financial Statements

Financial Highlights – continued


Class R6	Year ended
	8/31/18			8/31/17			8/31/16			8/31/15 (z)			2/28/15			2/28/14
Net asset value, beginning of period		$15.81			$16.78			$14.86			$16.38			$14.73			$15.13
Income (loss) from investment operations
Net investment income (loss) (d)		$0.46			$0.41	(c)		$0.37			$0.16			$0.29			$0.29
Net realized and unrealized gain (loss)		0.69			0.06	(g)		2.41			(1.44	)		2.06			0.34
Total from investment operations		$1.15			$0.47			$2.78			$(1.28	)		$2.35			$0.63
Less distributions declared to shareholders
From net investment income		$(0.38	)		$(0.62	)		$(0.27	)		$(0.08	)		$(0.45	)		$(0.42	)
From net realized gain		(0.29	)		(0.82	)		(0.59	)		(0.16	)		(0.25	)		(0.61	)
Total distributions declared to shareholders		$(0.67	)		$(1.44	)		$(0.86	)		$(0.24	)		$(0.70	)		$(1.03	)
Net asset value, end of period (x)		$16.29			$15.81			$16.78			$14.86			$16.38			$14.73
Total return (%) (r)(s)(t)(x)		7.51			3.68	(c)		19.54			(7.93	)(n)		16.17			4.50
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.07			1.11	(c)		1.10			1.00	(a)		0.99			0.97
Expenses after expense reductions (f)		1.01			1.02	(c)		1.03			0.99	(a)		0.99			0.97
Net investment income (loss)		2.95			2.68	(c)		2.39			2.04	(a)		1.81			1.94
Portfolio turnover		20			29			53			14	(n)		37			30
Net assets at end of period (000 omitted)		$691,035			$494,781			$464,282			$438,517			$450,828			$409,923

See Notes to Financial Statements

Financial Highlights – continued

(a)	Annualized.

(c)	Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

(d)	Per share data is based on average shares outstanding.

(f)	Ratios do not reflect reductions from fees paid indirectly, if applicable.

(g)	The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.

(i)	For the period from the class inception, December 19, 2014 (Class B, Class C, Class R1, Class R2, Class R3, and Class R4), through the stated period end.

(n)	Not annualized.

(r)	Certain expenses have been reduced without which performance would have been lower.

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

(t)	Total returns do not include any applicable sales charges.

(w)	Per share amount was less than $0.01.

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

(z)	For the period March 1, 2015 through August 31, 2015. Effective March 1, 2015, the fund changed its fiscal year-end from February 28 to August 31.

See Notes to Financial Statements

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests a significant amount of its net assets in U.S. and foreign real estate related investments and as a result is subject to certain risks associated with the direct ownership of real estate and the real estate industry in general. These include risks related to general, regional and local economic conditions; difficulties in valuing and disposing of real estate; fluctuations in interest rates and property tax rates, shifts in zoning laws, environmental regulations and other governmental action; cash flow dependency; increased operating expenses; lack of availability of mortgage funds; losses due to natural disasters; overbuilding; losses due to casualty or condemnation; changes in property values and rental rates; the management skill and creditworthiness of the manager; and other factors. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, and other conditions.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, management has elected to early adopt ASU 2018-13 effective with the current reporting period. The impact of the fund’s adoption was limited to changes in the fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.

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

Notes to Financial Statements – continued

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’s in-scope financial instruments and transactions.

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

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the

Notes to Financial Statements – continued

type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of August 31, 2018 in valuing the fund’s assets or liabilities:


Financial Instruments	Level 1		Level 2		Level 3		Total
Equity Securities:
United States		$706,310,216		$—		$—		$706,310,216
Japan		144,756,245		—		—		144,756,245
Hong Kong		101,491,402		—		—		101,491,402
United Kingdom		73,403,742		—		—		73,403,742
Singapore		65,854,195		—		—		65,854,195
France		54,785,195		—		—		54,785,195
Germany		51,043,396		—		—		51,043,396
Australia		49,925,672		64,377		—		49,990,049
Canada		35,387,017		—		—		35,387,017
Other Countries		64,257,338		—		—		64,257,338
Mutual Funds		30,223,809		—		—		30,223,809
Total		$1,377,438,227		$64,377		$—		$1,377,502,604

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

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses

Notes to Financial Statements – continued

are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

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

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

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

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

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

Notes to Financial Statements – continued

statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

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

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


	Year ended 8/31/18		Year ended 8/31/17
Ordinary income (including any short-term capital gains)		$21,722,238		$24,252,418
Long-term capital gains		9,506,086		22,703,151
Total distributions		$31,228,324		$46,955,569

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


As of 8/31/18
Cost of investments	$1,260,692,114
Gross appreciation	127,910,507
Gross depreciation	(11,100,017	)
Net unrealized appreciation (depreciation)	$116,810,490
Undistributed ordinary income	25,131,846
Undistributed long-term capital gain	5,042,427
Other temporary differences	(9,094	)

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. Effective April 23, 2018, Class C shares will

Notes to Financial Statements – continued

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


	From net investment income				From net realized gain
	Year ended 8/31/18		Year ended 8/31/17		Year ended 8/31/18		Year ended 8/31/17
Class A		$1,464,004		$647,366		$1,236,203		$895,916
Class B		34,679		58,757		35,994		90,730
Class C		266,266		162,376		249,534		239,244
Class I		3,224,078		1,870,859		2,542,638		2,466,592
Class R1		2,647		3,685		2,669		5,738
Class R2		59,568		16,658		50,420		22,626
Class R3		95,837		13,735		76,060		18,565
Class R4		60,867		50,810		47,568		66,760
Class R6		12,292,064		17,475,915		9,487,228		22,849,237
Total		$17,500,010		$20,300,161		$13,728,314		$26,655,408

(3) Transactions with Affiliates

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


Up to $1 billion	0.90	%
In excess of $1 billion and up to $2.5 billion	0.75	%
In excess of $2.5 billion	0.65	%

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended August 31, 2018, this management fee reduction amounted to $76,159, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended August 31, 2018 was equivalent to an annual effective rate of 0.89% of the fund’s average daily net assets.

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


Classes
A	B		C		I		R1		R2		R3		R4		R6
1.35%		2.10%		2.10%		1.10%		2.10%		1.60%		1.35%		1.10%		1.05%

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until December 31, 2019. For the year ended August 31, 2018, this reduction amounted to $426,126, which is included in the reduction of total expenses in the Statement of Operations.

Notes to Financial Statements – continued

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $27,944 for the year ended August 31, 2018, as its portion of the initial sales charge on sales of Class A shares of the fund.

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

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

Distribution Plan Fee Table:


	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Class A		—		0.25%		0.25%		0.25%		$154,274
Class B		0.75%		0.25%		1.00%		1.00%		10,723
Class C		0.75%		0.25%		1.00%		1.00%		74,234
Class R1		0.75%		0.25%		1.00%		1.00%		1,020
Class R2		0.25%		0.25%		0.50%		0.50%		7,356
Class R3		—		0.25%		0.25%		0.25%		6,082
Total Distribution and Service Fees										$253,689

(d)

In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended August 31, 2018 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended August 31, 2018, this rebate amounted to $271 and $12 for Class A and Class C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended August 31, 2018, were as follows:


	Amount
Class A		$1,790
Class B		2,001
Class C		2,509

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the

Notes to Financial Statements – continued

year ended August 31, 2018, the fee was $20,179, which equated to 0.0024% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended August 31, 2018, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $238,860.

Under a Special Servicing Agreement among MFS, certain MFS funds which invest in other MFS funds (“MFS fund-of-funds”) and certain underlying funds in which a MFS fund-of-funds invests (“underlying funds”), each underlying fund may pay a portion of each MFS fund-of-funds’ transfer agent-related expenses, including sub-accounting fees payable to financial intermediaries, to the extent such payments do not exceed the benefits realized or expected to be realized by the underlying fund from the investment in the underlying fund by the MFS fund-of-funds. For the year ended August 31, 2018, these costs for the fund amounted to $669,823 and are included in “Shareholder servicing costs” in the Statement of Operations.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended August 31, 2018 was equivalent to an annual effective rate of 0.0162% of the fund’s average daily net assets.

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

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended August 31, 2018, the fee paid by the fund under this agreement was $1,319 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS.

On August 15, 2017, MFS redeemed 6,100 and 6,086 shares each of Class B and Class R2, respectively, for an aggregate amount of $106,938.

Notes to Financial Statements – continued

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended August 31, 2018, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $5,878,602 and $185,999, respectively. The sales transactions resulted in net realized gain (losses) of $(64,247).

Effective on or about January 3, 2018, the adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the period on or about January 3, 2018 to August 31, 2018, this reimbursement amounted to $40,575, which is included in “Other” income in the Statement of Operations.

(4) Portfolio Securities

For the year ended August 31, 2018, purchases and sales of investments, other than short-term obligations, aggregated $804,685,790 and $161,453,237, respectively.

(5) Shares of Beneficial Interest

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


	Year ended 8/31/18				Year ended 8/31/17
	Shares		Amount		Shares		Amount
Shares sold
Class A		3,326,119		$51,616,599		2,861,027		$42,859,101
Class B		13,411		113,363		31,025		273,551
Class C		356,926		3,076,186		591,057		5,109,843
Class I		32,869,828		523,533,846		7,341,636		112,042,171
Class R1		10,767		93,602		1,513		13,389
Class R2		83,314		721,123		160,687		1,407,484
Class R3		502,937		4,390,589		44,370		386,774
Class R4		395,303		3,373,571		71,147		629,998
Class R6		14,439,463		219,685,360		4,279,156		65,047,460
		51,998,068		$806,604,239		15,381,618		$227,769,771

Notes to Financial Statements – continued


	Year ended 8/31/18						Year ended 8/31/17
	Shares			Amount			Shares			Amount
Shares issued to shareholders in reinvestment of distributions
Class A		106,997			$1,655,243			107,853			$1,541,220
Class B		8,324			70,667			18,432			149,480
Class C		59,863			504,645			49,659			401,248
Class I		367,086			5,689,837			299,408			4,284,527
Class R1		620			5,316			1,152			9,423
Class R2		12,909			109,988			4,826			39,284
Class R3		20,152			171,897			3,963			32,300
Class R4		12,697			108,435			14,426			117,570
Class R6		1,381,474			21,454,292			2,814,037			40,325,152
		1,970,122			$29,770,320			3,313,756			$46,900,204

Shares reacquired
Class A		(1,499,265	)		$(23,167,240	)		(1,667,666	)		$(25,830,621	)
Class B		(22,707	)		(190,552	)		(36,368	)		(318,692	)
Class C		(253,512	)		(2,146,914	)		(173,139	)		(1,502,619	)
Class I		(3,547,839	)		(54,660,141	)		(2,401,663	)		(36,403,406	)
Class R1		(1,306	)		(11,421	)		(571	)		(4,966	)
Class R2		(46,918	)		(404,723	)		(32,133	)		(280,551	)
Class R3		(297,731	)		(2,602,427	)		(13,840	)		(119,297	)
Class R4		(201,188	)		(1,724,266	)		(16,038	)		(140,856	)
Class R6		(4,705,621	)		(73,775,780	)		(3,456,948	)		(53,041,082	)
		(10,576,087	)		$(158,683,464	)		(7,798,366	)		$(117,642,090	)

Net change
Class A		1,933,851			$30,104,602			1,301,214			$18,569,700
Class B		(972	)		(6,522	)		13,089			104,339
Class C		163,277			1,433,917			467,577			4,008,472
Class I		29,689,075			474,563,542			5,239,381			79,923,292
Class R1		10,081			87,497			2,094			17,846
Class R2		49,305			426,388			133,380			1,166,217
Class R3		225,358			1,960,059			34,493			299,777
Class R4		206,812			1,757,740			69,535			606,712
Class R6		11,115,316			167,363,872			3,636,245			52,331,530
		43,392,103			$677,691,095			10,897,008			$157,027,885

Class T shares were not publicly available for sale during the period. Please see the fund’s prospectus for details.

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Growth Allocation Fund, the MFS Moderate Allocation Fund, the MFS Aggressive Growth Allocation Fund, the MFS Conservative Allocation Fund, the MFS Lifetime 2040 Fund, and the MFS Lifetime 2030 Fund were the owners of record of approximately 15%, 13%, 7%, 4%, 2%, and

Notes to Financial Statements – continued

1%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime Income Fund, the MFS Lifetime 2060 Fund, the MFS Lifetime 2055 Fund, the MFS Lifetime 2050 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2025 Fund, and the MFS Lifetime 2020 Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Bank Funding rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Bank Funding rate plus an agreed upon spread. For the year ended August 31, 2018, the fund’s commitment fee and interest expense were $4,410 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

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


Affiliated Issuers				Beginning Shares/Par Amount			Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
Gateway Lifestyle Stapled Security					11,215,764			5,234,473		(187,274	)		16,262,963
MFS Institutional Money Market Portfolio					5,283,674			706,536,299		(681,596,164	)		30,223,809

Affiliated Issuers	Realized Gain (Loss)			Change in Unrealized Appreciation/ Depreciation			Capital Gain Distributions		Dividend Income			Ending Value
Gateway Lifestyle Stapled Security		$(87,168	)		$(13,779	)		$—		$1,015,902			$26,188,836
MFS Institutional Money Market Portfolio		(29,918	)		2,747			—		401,665			30,223,809
		$(117,086	)		$(11,032	)		$—		$1,417,567			$56,412,645

Notes to Financial Statements – continued

(8) Subsequent Event

On September 13, 2018, the fund’s Board of Trustees approved reverse stock splits of the issued and outstanding Class B, Class C, Class R1, Class R2, Class R3, and Class R4 shares of the fund (the “Reverse Stock Split”). The Reverse Stock Split will be completed after the close of business on November 2, 2018. Please see the fund’s prospectus for details.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS Global Real Estate Fund and the Board of Trustees of MFS Series Trust XIII

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Global Real Estate Fund (the “Fund”) (one of the funds constituting the MFS Series Trust XIII (the “Trust”)), including the portfolio of investments, as of August 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years in the period then ended, the period from March 1, 2015 to August 31, 2015, and each of the two years in the period ended February 28, 2015 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting the MFS Series Trust XIII) at August 31, 2018, 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 its financial highlights for each of the three years in the period then ended, the period from March 1, 2015 to August 31, 2015, and each of the two years in the period ended February 28, 2015, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements 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 Trust 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 are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s 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 Trust’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, 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. Our procedures included confirmation of securities owned as of August 31, 2018, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included

Report of Independent Registered Public Accounting Firm – continued

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

LOGO

We have served as the auditor of one or more MFS investment companies since 1993.

Boston, Massachusetts

October 16, 2018

TRUSTEES AND OFFICERS —

IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of October 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	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
Robert J. Manning^(k) (age 54)	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 57)	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 63)	Trustee and Chair of Trustees	January 2009	135	Private investor	N/A
Steven E. Buller (age 67)	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

Trustees and Officers – continued


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)
John A. Caroselli (age 64)	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 63)	Trustee	January 2009	135	Private investor	N/A
Michael Hegarty (age 73)	Trustee	December 2004	135	Private investor	Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)
Clarence Otis, Jr. (age 62)	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 62)	Trustee	May 2014	135	American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)	N/A
Laurie J. Thomsen (age 61)	Trustee	March 2005	135	Private investor	The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

Trustees and Officers – continued


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 44)	Assistant Secretary and Assistant Clerk	July 2005	135	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kino Clark^(k) (age 50)	Assistant Treasurer	January 2012	135	Massachusetts Financial Services Company, Vice President
John W. Clark, Jr.^(k) (age 51)	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 59)	Assistant Secretary and Assistant Clerk	September 2012	135	Massachusetts Financial Services Company, Vice President and Senior Counsel
Ethan D. Corey^(k) (age 54)	Assistant Secretary and Assistant Clerk	July 2005	135	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo^(k) (age 50)	President	July 2005	135	Massachusetts Financial Services Company, Senior Vice President

Trustees and Officers – continued


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
Heidi W. Hardin^(k) (age 51)	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 45)	Assistant Secretary and Assistant Clerk	June 2006	135	Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian^(k)(age 39)	Assistant Secretary and Assistant Clerk	September 2018	135	Massachusetts Financial Services Company, Assistant Vice President and Counsel
Susan A. Pereira^(k) (age 47)	Assistant Secretary and Assistant Clerk	July 2005	135	Massachusetts Financial Services Company, Vice President and Senior Counsel
Kasey L. Phillips^(k) (age 47)	Assistant Treasurer	September 2012	135	Massachusetts Financial Services Company, Vice President
Matthew A. Stowe^(k) (age 43)	Assistant Secretary and Assistant Clerk	October 2014	135	Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Trustees and Officers – continued


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
Frank L. Tarantino (age 74)	Independent Senior Officer	June 2004	135	Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel^(k) (age 48)	Assistant Secretary and Assistant Clerk	October 2007	135	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Martin J. Wolin^(k) (age 51)	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 58)	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 has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of

Trustees and Officers – continued

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 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 calling 1-800-225-2606.


Investment Adviser		Custodian
Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618		State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900
Distributor		Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618		Ernst & Young LLP 200 Clarendon Street Boston, MA 02116
Portfolio Manager(s)
Rick Gable

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2018 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2017 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 advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory,

Board Review of Investment Advisory Agreement – continued

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 Class A shares in comparison to the performance of funds in its Broadridge performance universe over the three-year period ended December 31, 2017, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for the one-year period and the 1st quintile for the five-year period ended December 31, 2017 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 advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.

Board Review of Investment Advisory Agreement – continued

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

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

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

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

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

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

Board Review of Investment Advisory Agreement – continued

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

The Trustees considered so-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 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 additional one-year period, commencing August 1, 2018.

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/openendfunds by choosing the fund’s name.

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 2018 income tax forms in January 2019. The following information is provided pursuant to provisions of the Internal Revenue Code.

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

The fund designates $11,036,000 as capital gain dividends paid during the fiscal year.

rev. 3/16

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.


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.

LOGO

Save paper with eDelivery.

LOGO

MFS® will send you prospectuses,

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

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

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

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o DST Asset Manager Solutions, Inc.

30 Dan Road

Canton, MA 02021-2809

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 its Code of Ethics (the “Code”) that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is attached hereto as EX-99.COE.

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller 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 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 Ernst & Young LLP (“E&Y”) to serve as independent accountants to each series of the Registrant. The tables below set forth the audit fees billed to the series of the Registrant with a fiscal year end of July 31, 2018 (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, 2018 and 2017, audit fees billed to the Fund by E&Y were as follows:


	Audit Fees
	2018		2017
Fees Billed by E&Y:
MFS Global Real Estate Fund		50,641		49,568

For the fiscal years ended August 31, 2018 and 2017, fees billed by E&Y 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

2018

2017

2018

2017

2018

2017

Fees Billed by E&Y

To MFS Global Real Estate Fund

10,379

10,150

1,217

1,197

Audit-Related Fees¹

Tax Fees²

All Other Fees³

2018

2017

2018

2017

2018

2017

Fees Billed by E&Y

To MFS and MFS Related Entities of MFS Global Real Estate Fund*

1,728,076

1,603,983

102,450

99,450


	Aggregate Fees for Non-audit Services
	2018		2017
Fees Billed by E&Y
To MFS Global Real Estate Fund, MFS and MFS Related Entities^#		2,039,822		1,886,780

^*	This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Funds (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

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

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 under “All Other Fees” are fees for products and services provided by E&Y other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”, including fees for services related to reviews of internal controls and Rule 38a-1 compliance program.

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 MFS Global Real Estate Fund is included as part of the report to shareholders of such series under Item 1 of this Form N-CSR.

ITEM 7.

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

Not applicable to the Registrant.

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 9.

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

Not applicable to the Registrant.

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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

ITEM 11.

CONTROLS AND PROCEDURES.

(a)

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

(b)

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

ITEM 12.

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

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 XIII


By (Signature and Title)*		DAVID L. DILORENZO
		David L. DiLorenzo, President

Date: October 16, 2018

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 16, 2018


By (Signature and Title)*		JAMES O. YOST
		James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer)

Date: October 16, 2018

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


Letter from the Executive Chairman			1
Portfolio composition			2
Management review			4
Performance summary			6
Expense table			9
Portfolio of investments			11
Statement of assets and liabilities			14
Statement of operations			16
Statements of changes in net assets			17
Financial highlights			18
Notes to financial statements			28
Report of independent registered public accounting firm			40
Trustees and officers			42
Board review of investment advisory agreement			48
Proxy voting policies and information			52
Quarterly portfolio disclosure			52
Further information			52
Information about fund contracts and legal claims			53
Federal tax information			53
MFS^® privacy notice			54
Contact information back cover

MFS Series Trust Xiii N-CSRCertified annual shareholder report (management investment company)