As filed with the Securities and Exchange Commission on June 26, 2007
1933 Act File No. 333-136796
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[__] Pre-Effective Amendment No. _______ [ X ] Post-Effective Amendment No. 1
MFS(R) SERIES TRUST IX
(Exact Name of Registrant as Specified in Charter)
500 Boylston, Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: 617-954-5000
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Susan S. Newton, Esq.
Massachusetts Financial Services Company,
500 Boylston Street
Boston, Massachusetts 02116
(Name and Address of Agent for Service)
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
IMMEDIATELY UPON FILING PURSUANT TO RULE 485(b).
Title of Securities Being Registered: Class A, Class B, Class C and Class I
shares of beneficial interest in the series of the Registrant designated MFS
Limited Maturity Fund, a series of MFS Series Trust IX.
NO FILING FEE IS REQUIRED BECAUSE AN INDEFINITE NUMBER OF SHARES HAVE PREVIOUSLY
BEEN REGISTERED PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940.
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MFS(R) LIMITED MATURITY FUND
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following
papers and documents:
o Cover Sheet
o Contents of Registration Statements
o Part A - Prospectus/Proxy Statement*
o Part B - Statement of Additional Information*
o Part C - Other Information
o Signature Page
o Exhibits
* Previously filed in Registrant's Registration Statement on Form N-14, SEC
File No. 333-136796 on August 21, 2006 and subsequently filed in definitive
form pursuant to Rule 497.
This post-effective amendment is being filed solely for the purpose of
including in the Registration Statement the definitive Plan of
Reorganization (Exhibit 4) and the Opinion and Consent of Counsel on Tax
Matters (Exhibit 12) for the reorganization of MFS Government Limited
Maturity Fund into MFS Limited Maturity Fund, a series of the Registrant.
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification
Reference is hereby made to (a) Article V of the Trust's
Amended and Restated Declaration of Trust, dated as of December 16, 2004,
incorporated by reference to Registrant's Post-Effective Amendment No. 56 filed
with the SEC via EDGAR on February 15, 2005 and (b) Section 8 of the Shareholder
Servicing Agent Agreement, incorporated by reference to Registrant's
Post-Effective Amendment No. 32 filed with the SEC via EDGAR on August 28, 1995.
The Trustees and officers of the Registrant and the personnel
of the Registrant's investment adviser and principal underwriter are insured
under an errors and omissions liability insurance policy. The Registrant and its
officers are also insured under the fidelity bond required by Rule 17g-1 under
the Investment Company Act of 1940, as amended.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in such Act and will be governed by the final
adjudication of such issue.
Item 16. EXHIBITS
1 (a) Amended and Restated Declaration of Trust, dated
December 16, 2004. (1)
b) Amendment, dated February 1, 2005, to the
Declaration of Trust to terminate MFS Emerging
Opportunities Fund. (1)
(c) Amendment, dated March 10, 2005, to the Declaration
of Trust - Establishment and Designation of Class R
Shares, Class R3 Shares, Class R4 Shares and Class
R5 Shares for MFS Bond Fund, MFS Inflation-Adjusted
Bond Fund, MFS Intermediate Investment Grade Bond
Fund, MFS Limited Maturity Fund and MFS Research
Bond Fund. (24)
(d) Amendment, dated April 1, 2005, to the Declaration
of Trust - Redesignation of Class R1 Shares as
Class R Shares and of Class R2 Shares as Class R3
Shares for MFS Bond Fund, MFS Inflation-Adjusted
Bond Fund, MFS Intermediate Investment Grade Bond
Fund, MFS Limited Maturity Fund and MFS Research
Bond Fund. (24)
(e) Amendment, dated February 22, 2006, to the
Declaration of Trust - Establishment and
Designation of Class W Shares for MFS Research Bond
Fund. (12)
(f) Amendment, dated March 30, 2007, to the Declaration
of Trust - Termination of Class 529A, 529B, 529C
shares of MFS Bond Fund and MFS Inflation-Adjusted
Bond Fund, (22)
2 (a) Amended and Restated By-Laws, dated January 1,
2002, as revised June 23, 2004. (23)
(b) Appendix A, dated June 28, 2005, as revised
February 27, 2007, to the Master Amended and
Restated By-Laws, dated January 1, 2002. (19)
3 Not Applicable.
4 Plan of Reorganization; included as Exhibit A to
MFS Government Limited Maturity Fund
Prospectus/Proxy Statement set forth in Part A to
the Registration Statement on Form N-14; filed
herewith.
5 Copies of instruments defining the rights of
shareholders, including the relevant portions of:
the Amended and Restated Declaration of Trust,
dated December 16, 2004, as amended through March
30, 2007 (see Section 6.2), and the Amended and
Restated By-Laws, dated January 1, 2002 as revised
June 23, 2004 (see Article III). (28)
6 Investment Advisory Agreement for the Trust, dated
January 1, 2002. (18)
7 (a) Distribution Agreement, dated January 1, 1995. (4)
(b) Dealer Agreement between MFS Fund Distributors,
Inc. ("MFD") and a dealer as of September, 2004;
the Mutual Fund Agreement between MFD and a trust
institutional effective May 2002; Mutual Fund
Agreement; Supplement to Mutual Fund Agreement;
Amended and Restated MFS Serviced Plan Supplement
to Dealer or Mutual Fund Agreement; Notice of
Amendment to Dealer or Mutual Fund Agreement
effective March, 2005, and Rule 22c-2 Supplement to
Dealer Agreement or Mutual Fund Agreement. (17)
8 (a) Master Retirement Plan for Non-Interested Person
Trustees, dated January 1, 1991, as
amended and restated February 17, 1999. (25)
(b) Amendment to the Master Retirement Plan for
Non-Interested Person Trustees, dated July 1, 2002.
(11)
(c) Retirement Benefit Deferral Plan, dated July 1,
2002. (11)
9 a) Master Custodian Contract between the Registrant
and JP Morgan Chase Bank, N.A., dated
November 13, 2006. (15)
(b) Appendix A to the Master Custodian Agreement
between the Registrant and JP Morgan Chase Bank,
N.A., dated as of February 27, 2007. (19)
(c) Fund Accounting Agreement between the Registrant
and JP Morgan Investor Services Co., dated November
13, 2006. (15)
(d) Appendix A to the Fund Accounting Agreement between
the Registrant and JP Morgan Investor Services Co.,
dated as of February 27, 2007. (19)
10 (a) Master Distribution Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940
effective January 1, 1997, Amended and Restated
effective October 25, 2006. (21)
(b) Plan pursuant to Rule 18f-3(d) under the Investment
Company Act of 1940 effective September 6, 1996, as
amended and restated effective October 25, 2006.
(21)
11 Opinion of Susan Newton, including consent,
dated August 18, 2006. (26)
12 Opinion of Ropes & Gray LLP as to tax matters,
including consent; filed herewith.
13 (a) Shareholder Servicing Agent Agreement, dated
December 2, 1985. (4)
(b) Amendment to Exhibit B of the Shareholder Servicing
Agent Agreement to amend fee schedule dated April
1, 2003. (20)
(c) Amendment to Shareholder Servicing Agreements,
dated February 22, 2005. (16)
(d) Master Administrative Services Agreement, dated
March 1, 1997 as amended and restated August 1,
2006. (14)
(e) Exhibit A, as revised February 27, 2007, to the
Amended and Restated Master Administrative Services
Agreement. (19)
(f) Master 529 Administrative Services Agreement, dated
August 1, 2002. (7)
(g) Exhibit A, as revised February 27, 2007, to the
Master 529 Administrative Services Agreement, dated
August 1, 2002. (22)
(h) Addendum, dated October 16, 2002, to the Master 529
Administrative Services Agreement. (7)
(i) Master Class R Plan Administration and Service
Agreement, dated April 1, 2005. (6)
(j) Exhibit A, dated July 26, 2005, to the Master Class
R Plan Administration and Service Agreement. (23)
(k) Exhibit C, dated April 1, 2007 to the Master Class
R Plan Administration and Service Agreement. (3)
(l) Special Servicing Agreement, dated May 1, 2007. (2)
14 (a) Auditor's Consent Letter for Ernst & Young LLP
regarding MFS Government Limited Maturity
Fund. (26)
(b) Auditor's Consent Letter for Deloitte & Touche LLP
regarding MFS Limited Maturity Fund. (26)
16 (a) Power of Attorney, dated September 1, 2005. (23)
(b) Power of Attorney, dated November 1, 2005. (9)
(c) Power of Attorney, dated April 25, 2006. (12)
17 (a) MFS Government Limited Maturity Fund's Prospectus
and Statement of Additional Information,
dated May 1, 2006. (13)
(b) MFS Government Limited Maturity Fund's Annual
Report to Shareholders for the fiscal year ended
December 31, 2005. (10)
(c) MFS Government Limited Maturity Fund's Semi-Annual
Report to Shareholders for the period ended June
30, 2006. (27)
(d) MFS Limited Maturity Fund's Prospectus and
Statement of Additional Information, dated
September 1, 2006. (8)
(e) MFS Limited Maturity Fund's Annual Report to
Shareholders for the fiscal year ended April 30,
2006. (5)
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(1) Incorporated by reference to the Registrant's Post-Effective Amendment No.
56 filed with the SEC via EDGAR on February 15, 2005.
(2) Incorporated by reference to MFS Series Trust XII (File Nos. 333-126328 and
811-21780) Post-Effective Amendment No. 7 filed with the SEC via EDGAR on
June 28, 2007.
(3) Incorporated by reference to MFS Series Trust III (File Nos. 2-60491 and
811-2794) Post-Effective Amendment No. 40 filed with the SEC via EDGAR on
March 29, 2007.
(4) Incorporated by reference to the Registrant's Post-Effective Amendment No.
32 filed with the SEC via EDGAR on August 28, 1995.
(5) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) N-CSR filed with the SEC via EDGAR on July 7, 2006.
(6) Incorporated by reference to MFS Series Trust III (File Nos. 2-60491 and
811-2794) Post-Effective Amendment No. 37 filed with the SEC via EDGAR on
March 31, 2005.
(7) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and
811-4492) Post-Effective Amendment No. 43 filed with the SEC via EDGAR on
November 27, 2002.
(8) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 63 filed with the SEC via EDGAR on
August 25, 2006.
(9) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and
811-4492) Post-Effective Amendment No. 58 filed with the SEC via EDGAR on
November 28, 2005.
(10) Incorporated by reference to MFS Government Limited Maturity Fund (File
Nos. 2-96738 and 811-4253) Form N-CSR filed with the SEC via EDGAR on March
10, 2006.
(11) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 44 filed with the SEC via EDGAR on
August 1, 2002.
(12) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 62 filed with the SEC via EDGAR on
April 27, 2006.
(13) Incorporated by reference to MFS Government Limited Maturity Fund (File
Nos. 2-96738 and 811-4253) Post-Effective Amendment No. 27 filed with the
SEC via EDGAR on April 28, 2006.
(14) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and
811-4492) Post-Effective Amendment No. 62 filed with the SEC via EDGAR on
September 29, 2006.
(15) Incorporated by reference to MFS Series Trust II (File Nos. 33-7637 and
811-4775) Post-Effective Amendment No. 30 filed with the SEC via EDGAR on
January 26, 2007.
(16) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and
811-4492) Post-Effective Amendment No. 55 filed with the SEC via EDGAR on
March 14, 2005.
(17) Incorporated by reference to MFS Series Trust VIII (File Nos. 33-37972 and
811-5262) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on
December 28, 2006.
(18) Incorporated by reference to Registrant's Post-Effective Amendment No. 43
filed with the SEC via EDGAR on July 30, 2002.
(19) Incorporated by reference to MFS Series Trust XIV (File. No. 811-22033)
Registration Statement on Form N-1A filed with the SEC via EDGAR on March
15, 2007.
(20) Incorporated by reference to Registrant's Post-Effective Amendment No. 48
filed with the SEC via EDGAR on June 27, 2003.
(21) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
and 811-4096) Post-Effective Amendment No. 46 filed with the SEC via EDGAR
on March 20, 2007.
(22) Incorporated by reference to Registrant's Post-Effective Amendment No. 65
filed with the SEC via EDGAR on June 28, 2007.
(23) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and
811-4492) Post-Effective Amendment No. 57 filed with the SEC via EDGAR on
September 28, 2005.
(24) Incorporated by reference to Registrant's Post-Effective Amendment No. 58
filed with the SEC via EDGAR on March 31, 2005.
(25) Incorporated by reference to MFS Growth Opportunities Fund (File Nos.
2-36431 and 811-2032) Post-Effective Amendment No. 39 filed with the SEC
via EDGAR on February 26, 1999.
(26) Previously filed. Incorporated by reference from the exhibits filed with
Registrant's Initial Registration Statement on Form N-14 (File No.
333-136796), as filed with the SEC via EDGAR on August 21, 2006.
(27) Incorporated by reference to MFS Government Limited Maturity Fund (File
Nos. 2-96738 and 811-4253) Form N-CSR filed with the SEC via EDGAR on
August 31, 2006.
(28) Amended and Restated Declaration of Trust, dated December 16, 2004, as
amended through February 22, 2006, incorporated by reference to
Post-Effective Amendment No. 56 to Registrant's Registration Statement
filed with the SEC via EDGAR on February 15, 2005; Amended and Restated
By-Laws, dated January 1, 2002, as revised June 23, 2004 incorporated by
reference to MFS Series Trust X (File Nos. 33-1657 and 811-4492)
Post-Effective Amendment No. 57 filed with the SEC via EDGAR on September
28, 2005.
Item 17. UNDERTAKINGS
(a) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus which is
a part of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) under the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(b) The undersigned Registrant agrees that every prospectus
that is filed under paragraph (a) above will be filed as a part of an amendment
to this Registration Statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new Registration Statement for
the securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
(c) The Registration agrees to file an executed copy of an opinion of
counsel supporting the tax consequences of the proposed reorganization as an
amendment to this Registration Statement within a reasonable time after receipt
of such opinion.
NOTICE
A copy of the Amended and Restated Declaration of Trust, as
amended, is on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this Registration Statement has
been 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
Registration Statement are not binding upon any of the Trustees, officers, or
shareholders of the Registrant individually, but are binding only upon the
assets and property of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Boston and The Commonwealth
of Massachusetts on the 26th day of June 2007.
MFS(R) SERIES TRUST IX
By: MARIA F. DWYER*
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Name: Maria F. Dwyer
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities indicated on June 26, 2007.
SIGNATURE TITLE
MARIA F. DWYER* President (Principal Executive Officer)
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Maria F. Dwyer
TRACY A. ATKINSON* Principal Financial and Accounting Officer
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Tracy A. Atkinson
ROBERT E. BUTLER* Trustee
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Robert E. Butler
LAWRENCE H. COHN* Trustee
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Lawrence H. Cohn
DAVID H. GUNNING* Trustee
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David H. Gunning
WILLIAM R. GUTOW* Trustee
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William R. Gutow
MICHAEL HEGARTY* Trustee
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Michael Hegarty
J. ATWOOD IVES* Trustee
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J. Atwood Ives
ROBERT J. MANNING* Trustee
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Robert J. Manning
LAWRENCE T. PERERA* Trustee
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Lawrence T. Perera
ROBERT C. POZEN* Trustee
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Robert C. Pozen
J. DALE SHERRATT* Trustee
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J. Dale Sherratt
LAURIE J. THOMSEN* Trustee
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Laurie J. Thomsen
ROBERT W. UEK* Trustee
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Robert W. Uek
*By: SUSAN S. NEWTON
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Name: Susan S. Newton
as Attorney-in-fact
Executed by Susan S. Newton on behalf of
those indicated pursuant to (i) a Power of
Attorney, dated September 1, 2005;
incorporated by reference to MFS Series
Trust X (File Nos. 33-1657 and 811-4492)
Post-Effective Amendment No. 57 filed with
the SEC via EDGAR on September 28, 2005
(Atkinson); (ii) a Power of Attorney,
dated November 1, 2005, incorporated by
reference to MFS Series Trust X (File
Nos. 33-1657 and 811-4492) Post-Effective
Amendment No. 58 filed with the SEC via
EDGAR on November 28, 2005 (Dwyer); and
(iii) a Power of Attorney, dated
April 25, 2006; incorporated by reference
to MFS Series Trust IX (File Nos. 2-50409
and 811-2464) Post-Effective Amendment No.
61 filed with the SEC via EDGAR on
April 27, 2006 (Trustees).
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4 Plan of Reorganization; included as Exhibit A to MFS Government
Limited Maturity Fund Prospectus/Proxy Statement set forth in Part A
to the Registration Statement on Form N-14.
12 Opinion of Ropes & Gray LLP as to tax matters, including consent.