MFS Series Trust I - MFS Value Fund (MEIAX)
Filed: 16 Dec 15, 12:00am
| RE: | Post-Effective Amendment No. 73 to Registration Statement on Form N-1A for MFS Series Trust I ("Trust I") on behalf of MFS U.S. Government Cash Reserve Fund (File Nos. 33-7638 and 811-4777) and Post-Effective Amendment No. 67 to Registration Statement on Form N-1A for MFS Series Trust IV ("Trust IV") on behalf of MFS U.S. Government Money Market Fund (File Nos. 002-54607 and 811-2594) (each, a "Fund" or Collectively, the "Funds") |
| 1. | Comment: | Please file a letter with “Tandy” representations in connection with the comment process for the above-referenced PEAs. |
| Response: | As requested, in connection with the filing of the above-referenced PEAs, we acknowledge the following: |
| (i) | the comment process with the SEC or its staff, acting pursuant to delegated authority, does not foreclose the SEC from taking any action with respect to the filings; |
| (ii) | the comment process with the SEC or its staff, acting pursuant to delegated authority, does not relieve the Trusts from their full responsibility for the adequacy and accuracy of the disclosure in the filings; and |
| (iii) | the Trusts may not assert the comment process with the SEC or its staff in connection with the preliminary filing as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. |
| 2. | Comment: | MFS Global Leaders Fund is referenced in the transmittal letter as being terminated, but is still referenced in the Statement of Additional Information. Please explain. |
| Response: | MFS Global Leaders Fund, another series of Trust I, was terminated on November 18, 2015. All references to MFS Global Leaders Fund will be removed from the shared Statement of Additional Information in Trust I's 485(b) filing. |
| 3. | Comment: | Please include with your response letter a completed fee table and expense example for each Fund. |
| Response: | A completed fee table and expense example for each Fund, which will be included in each Fund's final prospectus, is attached to this letter as Exhibit I. |
| 4. | Comment: | The second paragraph of each Fund's "Principal Investment Strategy" section states that "In buying and selling investments for the fund, MFS seeks to comply with Securities and Exchange Commission rules for money market funds regarding credit quality, diversification, liquidity, and maturity. MFS stresses maintaining a stable $1.00 share price, liquidity, and income." Please revise the sentence to reflect that MFS complies with SEC rules rather than seeks to comply with SEC rules. |
| Response: | MFS will make the following change: "In buying and selling investments for the fund, MFS seeks to comply withfollows Securities and Exchange Commission rules for money market funds regarding credit quality, diversification, liquidity, and maturity. MFS stresses maintaining a stable $1.00 share price, liquidity, and income." |
| 5. | Comment: | Each Fund's "Investment Adviser" section of the prospectus includes a description of a voluntary management fee waiver. Please confirm that these voluntary waivers will not be reflected in the "Fees and Expenses" table. |
| Response: | Pursuant to Instruction 3(e) to Item 3 of Form N-1A, and as set forth in Exhibit I, we confirm that the "Fees and Expenses" table will not reflect the voluntary management fee waiver that is set forth in each Fund's "Investment Adviser" section of the prospectus. |
| 6. | Comment: | Under "Appendix L – Investment Restrictions," in each Fund's Statement of Additional Information, the following is included for several funds: "For purposes of fundamental investment restriction no. 6, investments in other investment companies are not considered an investment in any particular industry and portfolio securities held by an underlying fund in which the Fund may invest are not considered to be securities purchased by the Fund." Please confirm that MFS is aware of the SEC staff's position that to the extent practical a Fund should look through to the holdings of such underlying funds when monitoring the Fund's industry concentration limit. |
| Response: | Although we are aware of the SEC's position that a fund should look through to the holdings of underlying funds to the extent practical when monitoring the Fund's industry concentration limit, MFS is not aware of any SEC requirement to look-through to underlying funds when monitoring a fund's industry concentration limit. Please note that investing in underlying investment companies is not a Principal Investment Strategy of either Fund, nor of any other fund described in each Fund's Statement of Additional Information. |
| Shareholder Fees (fees paid directly from your investment): | ||||||||||||||||
| Share Class | A AND 529A | B AND 529B | C AND 529C | R1 | R2 | R3 | R4 | |||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | 4.00% | 1.00% | None | None | None | None | |||||||||
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | |||||||||||||||||||||
| Share Class | A | B | C | 529A | 529B | 529C | R1 | R2 | R3 | R4 | |||||||||||
| Management Fee | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% | |||||||||||
| Distribution and/or Service (12b-1) Fees | 0.25% | 1.00% | 1.00% | 0.25% | 1.00% | 1.00% | 1.00% | 0.50% | 0.25% | None | |||||||||||
| Other Expenses | 0.27% | 0.27% | 0.27% | 0.37% | 0.37% | 0.37% | 0.27% | 0.27% | 0.27% | 0.27% | |||||||||||
| Total Annual Fund Operating Expenses | 0.92% | 1.67% | 1.67% | 1.02% | 1.77% | 1.77% | 1.67% | 1.17% | 0.92% | 0.67% | |||||||||||
Fee Reductions and/or Expense Reimbursements1 | (0.25)% | 0.00% | 0.00% | (0.30)% | (0.05)% | (0.05)% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||
| Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements | 0.67% | 1.67% | 1.67% | 0.72% | 1.72% | 1.72% | 1.67% | 1.17% | 0.92% | 0.67% | |||||||||||
| 1 | MFS Fund Distributors, Inc., has agreed to in writing to waive the Class A service fee and the Class 529A service fee to 0.00% of the fund's average daily net assets annually until modified by the fund's Board of Trustees, but such agreements will continue until at least December 31, 2016. MFS Fund Distributors, Inc., has agreed in writing to waive the program management fee for each of the fund's Class 529A, Class 529B, and Class 529C shares to 0.05% of the fund's average daily net assets attributable to each share class annually. This written agreement will expire on December 31, 2016, unless MFS Fund Distributors, Inc., elects to extend the waiver. |
| 1 YEAR | 3 YEARS | 5 YEARS | 10 YEARS | |||||||
Class A Shares | $68 | $268 | $485 | $1,108 | ||||||
Class B Shares assuming | ||||||||||
| redemption at end of period | $570 | $826 | $1,107 | $1,777 | ||||||
| no redemption at end of period | $170 | $526 | $907 | $1,777 | ||||||
Class C Shares assuming | ||||||||||
| redemption at end of period | $270 | $526 | $907 | $1,976 | ||||||
| no redemption at end of period | $170 | $526 | $907 | $1,976 | ||||||
Class 529A Shares | $74 | $295 | $534 | $1,221 | ||||||
Class 529B Shares assuming | ||||||||||
| redemption at end of period | $575 | $852 | $1,155 | $1,882 | ||||||
| no redemption at end of period | $175 | $552 | $955 | $1,882 | ||||||
Class 529C Shares assuming | ||||||||||
| redemption at end of period | $275 | $552 | $955 | $2,080 | ||||||
| no redemption at end of period | $175 | $552 | $955 | $2,080 | ||||||
Class R1 Shares | $170 | $526 | $907 | $1,976 | ||||||
Class R2 Shares | $119 | $372 | $644 | $1,420 | ||||||
Class R3 Shares | $94 | $293 | $509 | $1,131 | ||||||
Class R4 Shares | $68 | $214 | $373 | $835 |
| Shareholder Fees (fees paid directly from your investment): | ||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | |||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | |||
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | |||
| Management Fee | 0.40% | ||
| Other Expenses | 0.22% | ||
| Total Annual Fund Operating Expenses | 0.62% | ||
| 1 YEAR | 3 YEARS | 5 YEARS | 10 YEARS | |||||||
| Fund Shares | $63 | $199 | $346 | $774 |