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500 Boylston Street, Boston, Massachusetts 02116-3741
Phone 617-954-5000
December 15, 2009
VIA EDGAR (as Correspondence)
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: Post-Effective Amendment No. 55 to Registration Statement on Form N-1A
for MFS Series Trust I (File Nos. 33-7638; 811-4777) ("Trust I") and
Post-Effective Amendment No. 49 to Registration Statement on Form N-1A
for MFS Series Trust IV (File Nos. 2-54607; 811-2594) ("Trust IV")
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Ladies and Gentlemen:
On behalf of Trust I and Trust IV, this letter sets forth our responses
to your comments on the above-mentioned Registration Statements, each filed on
October 13, 2009.
General Comments
1. Comment: Please file a "Tandy" representation letter in connection with
the comment process for the above-referenced Registration Statements.
Response: A "Tandy" representation letter will be filed on or before
the date hereof.
Prospectus
2. Comment: For each series of Trust I and Trust IV, delete the disclosure
from the first paragraph introducing the Expense Summary Table that is
substantially as follows: "The annual fund operating expenses below are
based on expenses reported during the fund's most recently completed
fiscal year expressed as a percentage of the fund's average net assets
during the period. They have been adjusted to reflect annualized
expenses and certain current fee arrangements, but have not been
adjusted to reflect the fund's current asset size. The fund's annual
operating expenses will likely vary from year to year. In general, a
fund's annual operating expenses as a percentage of the fund's assets
increase as the fund's assets decrease."
Response: As discussed, we will delete the disclosure from the
introduction to the fee table and include it after the fee table in
narrative form.
Securities and Exchange Commission
December 15, 2009
Page 2 of 6
3. Comment: For MFS Core Growth Fund and MFS Research International Fund,
series of Trust I, delete the following disclosure from the first
paragraph introducing the Expense Summary Table: "These expenses do not
reflect the fees or expenses imposed by an asset-based fee program
through which an investment is made."
Response: The requested change will be made.
4. Comment: For each series of Trust I and Trust IV (except MFS Money
Market Fund and MFS Government Money Market Fund), do not footnote the
maximum deferred sales charge for Class A shares in the Expense Summary
Table; rather, show the maximum in the table (1.00%) and describe any
further information below the chart in narrative form.
Response: We will show the maximum in the table and pursuant to
Instruction 2(a)(i) to Item 3 which permits the use of a narrative
footnote describing how the deferred sales charge changes over time, we
will include the following as footnote to the table "On shares
purchased on or after September 1, 2008, without an initial sales
charge and redeemed within 24 months of purchase."
5. Comment: For MFS Cash Reserve Fund, a series of Trust I, and MFS Money
Market Fund and MFS Government Money Market Fund, series of Trust IV,
delete the footnote to the Expense Summary Table that is substantially
as follows: "The fund's distributor, MFS Fund Distributors Inc. (MFD),
has voluntarily agreed to waive all or a portion of the distribution
and/or service fees for Class B, Class C, Class 529B, Class 529C,
Class R1, Class R2, and Class R3 shares, and to waive all or a portion
of the program management fees for Class 529A,Class 529B, and Class
529C shares, and MFS has voluntarily agreed to waive all or a portion
of the fund's management fee, and to bear some or all of the fund's
expenses, to avoid a negative yield for the fund. Such fee waivers are
not reflected in the table. Had these fee waivers been taken into
account, "Total Annual Fund Operating Expenses" and/or "Net Annual
Fund Operating Expenses" would be lower. MFD and/or MFS may terminate
these voluntary waivers at any time."
Response: The requested change will be made.
6. Comment: For MFS Core Equity Fund, a series of Trust I, delete the
following portion of footnote 1 that is not reflected in the Expense
Summary Table: "Assets attributable to certain Class A shares sold
prior to October 1, 1989 are subject to a service fee of 0.15% of the
fund's average daily net assets annually. However, to the extent the
aggregate Class A service fees paid under the distribution plan do not
exceed 0.25% of the fund's average daily net assets annually, the fund
may pay the remaining amount of service fees available under the plan
for distribution-related expenses."
Securities and Exchange Commission
December 15, 2009
Page 3 of 6
Response: The requested change will be made.
7. Comment: For MFS Cash Reserve Fund, MFS Core Equity Fund, MFS Core
Growth Fund, MFS New Discovery Fund, and MFS Technology Fund, series of
Trust I, in the Example of Expenses section, delete the following
phrase: ", except that the fund's total operating expenses are assumed
to be the fund's "Net Annual Fund Operating Expenses" for the period
during which any written fee reductions are in effect (see" Expense
Summary Table" above)."
Response: As discussed, we will delete the disclosure from the
introduction to the Example of Expenses and include after the examples
in narrative form the following sentence, "The fund's total operating
expenses are assumed to be the fund's "Net Annual Fund Operating
Expenses" for the period during which any written fee reductions are in
effect."
8. Comment: For MFS Core Growth Fund and MFS Research International Fund,
series of Trust I, delete the following disclosure from the
introduction to the Example of Expenses, "These examples do not reflect
the fees and expenses imposed by the investment vehicle through which
an investment in the fund is made."
Response: The requested change will be made.
9. Comment: For each series of Trust I and Trust IV, delete the following
footnote to the Example of Expenses chart: "Class B shares convert to
Class A shares and Class 529B shares convert to Class 529A shares
approximately eight years after purchase; therefore, years nine and ten
reflect Class A and Class 529A expenses, respectively."
Response: As discussed, we will move the footnote to below the chart
and put in narrative form.
10. Comment: For each series of Trust I and Trust IV, delete the following
footnote to the Average Annual Total Returns Chart: "Class B shares
convert to Class A shares and Class 529B shares convert to Class 529A
shares approximately eight years after purchase; therefore, returns for
the period after conversion reflect the performance of Class A shares
and Class 529A shares, respectively."
Response: As discussed, we will move the footnote to below the chart
and put in narrative form.
11. Comment: For each series of Trust I and Trust IV, delete the footnote
to the Average Annual Total Returns Chart that describes a primary
index: With respect to funds which list a secondary index, move
footnote disclosure
Securities and Exchange Commission
December 15, 2009
Page 4 of 6
describing the secondary index below the chart in
narrative form. It is permissible to describe how the second index
differs from the first in the narrative.
Response: The requested change will be made.
12. Comment: For each series of Trust I and Trust IV, move the footnotes to
the Bar Chart and to the Average Annual Total Returns chart regarding
non-recurring administrative proceedings and litigation settlements
below each chart in narrative form.
Response: The requested change will be made.
13. Comment: For each series of Trust I and Trust IV, delete the following
footnote to the Average Annual Total Returns Chart regarding the source
of the data: "Source: FactSet Research Systems Inc."
Response: The requested change will be made.
14. Comment: For MFS New Discovery Fund, a series of Trust I, delete the
following footnote to the Average Annual Total Returns Chart regarding
the commencement date of Class W shares: "Class W shares were not
offered for sale as of December 31, 2008."
Response: The requested change will be made.
15. Comment: For each series of Trust I and Trust IV, please confirm that
the paragraphs below the Average Annual Total Returns Chart regarding
commencement of investment operations and the blending of class
performance is included in reliance upon applicable no-action letters
(e.g., Nicholas/Applegate and Mass Mutual).
Response: Confirmed.
16. Comment: For MFS Cash Reserve Fund, a series of Trust I, and MFS Money
Market Fund and MFS Government Money Market Fund, series of Trust IV,
consider adding disclosure to the Principal Strategies section relating
to principal investment strategies that expose the fund to municipal
risk.
Response: We will replace the first two sentences of the Principal
Strategies section with the following, "MFS (Massachusetts Financial
Services Company, the fund's investment adviser) normally invests the
fund's assets in U.S. dollar-denominated money market instruments and
repurchase agreements. Money market instruments include bank
certificates of deposit and other bank obligations of U.S. and foreign
banks; notes, commercial paper, and asset-backed securities of U.S. and
foreign issuers; U.S. and foreign government securities; and municipal
instruments.
Securities and Exchange Commission
December 15, 2009
Page 5 of 6
17. Comment: For MFS Cash Reserve Fund, a series of Trust I, and MFS Money
Market Fund and MFS Government Money Market Fund, series of Trust IV,
consider describing in the Principal Strategies section to what extent
the fund will invest in U.S. dollar-denominated foreign securities; if
extent is de minimus, consider deleting disclosure regarding foreign
exposure risk.
Response: We have revised the Principal Strategies disclosure as
described in our response to Comment #16 to clarify the role of U.S
dollar-denominated foreign securities. We are not aware of any
requirement to disclose the extent to which a fund may invest in a
particular investment.
18. Comment: For each series of Trust I and Trust IV (except MFS Cash
Reserve Fund, MFS Money Market Fund and MFS Government Money Market
Fund), consider describing in the Principal Strategies section to what
extent and for what purpose the fund will engage in leveraging.
Response: We do not believe that each principal risk is required to
correspond to a principal strategy. For example, we believe that
counterparty risk could be a principal risk of a fund, but that there
is no corresponding principal strategy. Similarly, leveraging is
included as a principal risk of the fund because leveraging can result
from certain transactions the fund enteres into even if leveraging is
not a principal strategy of the fund. Therefore, we respectfully
decline to include leveraging as a principal investment strategy of the
fund.
19. Comment: For each series of Trust I and Trust IV (except MFS Cash
Reserve Fund, MFS Money Market Fund and MFS Government Money Market
Fund), consider describing in the Principal Strategies section to what
extent and for what purpose the fund will invest in derivatives.
Response: We will include the following sentence in the Principal
Strategies section, "MFS may use derivatives for any investment
purpose." We are not aware of any requirement to disclose the extent to
which a fund may invest in a particular investment.
20. Comment: For each series of Trust I and Trust IV (except MFS Cash
Reserve Fund, MFS Money Market Fund and MFS Government Money Market
Fund), consider adding or amending disclosure to clarify the meaning
of"fundamental" and "quantitative analysis" as used in describing the
fund's securities selection process in the Principal Strategies
section.
Response: We will include the following disclosure in the Principal
Strategies section, "Investments are selected primarily based on
fundamental, bottom-up analysis of issuers. Quantitative models that
systematically evaluate issuers may also be considered.
Securities and Exchange Commission
December 15, 2009
Page 6 of 6
21. Comment: For each series of Trust I and Trust IV (except MFS Cash
Reserve Fund, MFS Money Market Fund and MFS Government Money Market
Fund), please confirm that the title for each of the portfolio managers
is "Investment Officer."
Response: Confirmed.
If you have any questions concerning the foregoing, please call the
undersigned at 617-954-5000.
Sincerely,
TIMOTHY M. FAGAN
TIMOTHY M. FAGAN
Assistant Secretary