MFS SERIES TRUST V
N-30D, 1996-12-06
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[MFS(SM)                                               Annual Report        
INVESTMENT MANAGEMENT LOGO]                            for Year Ended       
                                                       September 30, 1996   


- --------------------------------------------------------------------------------
MFS(R) Research Fund
- --------------------------------------------------------------------------------


                            [PHOTO OF CIRCUIT BOARD]


<PAGE>

Table of Contents 

Letter from the Chairman                                1 
A Discussion with the Director of Research              3 
Portfolio Concentration                                 6 
Fund Facts                                              6 
Performance Summary                                     7 
Portfolio of Investments                                9 
Financial Statements                                   14 
Notes to Financial Statements                          21 
Independent Auditors' Report                           27 
Trustees and Officers                                  29 

- --------------------------------------------------------------------------------


Highlights

o For the past 12 months, the net asset value of Class A shares of the Fund
  provided a total return of 26.54%, Class B shares 25.59%, and Class C shares
  25.67%, while the S&P 500 returned 20.32%.

o Strategic overweightings in technology, retail, and leisure enhanced
  performance, while companies in the consumer staples, industrial goods and
  services, and financial services sectors provided strong earnings growth and
  price appreciation.

o The Fund has been overweighted in technology for the past two years,
  reflecting our belief that many of these companies consistently offer superior
  growth at reasonable valuations.

o The Fund also remains overweighted in the health care sector based on our
  confidence in the long-term prospects for companies such as Pfizer,
  Rhone-Poulenc Rorer, Pacificare, and United Healthcare.


- --------------------------------------------------------------------------------

<PAGE> 

Letter from the Chairman 

[PHOTO OF           Dear Shareholders:
 A. KEITH
 BRODKIN]           As we enter the last quarter of 1996, the U.S. economy
                    appears to have settled into a pattern of moderate growth
                    and inflation -- two factors that we think can be important
                    contributors to a favorable long-term investment climate.
                    During the first quarter of 1996, real (inflation-adjusted)
                    economic growth was 2.3% on an annualized basis, followed by
                    a rate of 4.7% in the second quarter. Real growth in gross
                    domestic product has surpassed our expectations this year,
and we now expect that growth for all of 1996 could exceed 2.5%. Although the
individual consumer appears to be carrying an excessive debt load, the consumer
sector itself, which represents two-thirds of the economy, continues to be
impressive in its support of the automobile and housing markets. Consumer
spending has also been positively impacted by widespread job growth and, more
recently, increasing wages. The latest statistics appear to show signs of slower
consumer spending, especially in overall retail sales, which have been flat for
several months. Furthermore, the European and Japanese economies continue to be
in the doldrums, weakening U.S. export markets while subduing the capital
spending plans of American corporations. Economic growth should continue, but we
expect it could slacken toward the end of the year. 

   While we do not anticipate this year's U.S. stock market to match the
extraordinary performance of 1995, we continue to be positive about the equity
market for the remainder of 1996. We believe the equity market currently
represents fair value. However, the expected slowdown in corporate earnings
growth and interest rate increases earlier in the year have raised some
near-term concerns, as was seen in July's stock market correction. Further
increases in interest rates, and an acceleration of inflation coupled with an
additional slowdown in corporate earnings growth, could have a negative effect
on the stock market in the near term. To the extent that some earnings
disappointments are taken as a sign that the economy is not overheating, this
may prove beneficial for the longer-term health of the equity market. We believe
that many of the technology-driven productivity gains U.S. companies have made
in recent years will continue to enhance corporate America's competitiveness and
profitability. Therefore, while we have some near-term concerns, we continue to
advance on the long-term viability of the equity market.

   Finally, this report to shareholders incorporates several changes which we
hope you will find informative and useful. Following the discussion with

                                        1
<PAGE> 

Letter from the Chairman - continued 

the Director of Research, we have added new information on the Fund's 
holdings, including a chart illustrating the portfolio's concentration in the 
investments that meet its criteria. Near the back of the report, telephone 
numbers and addresses are listed if you would like to contact MFS. 
   We appreciate your support and welcome any questions or comments you may 
have. 

Respectfully, 

/s/ A. Keith Brodkin 

A. Keith Brodkin 
Chairman and President 

October 15, 1996 

                                      2 
<PAGE> 

A Discussion with the Director of Research 

[PHOTO OF           For the 12 months ended September 30, 1996, the Fund
 KEVIN R.           significantly outperformed the overall stock market as
 PARKE]             measured by the Standard & Poor's 500 Composite Index (the
                    S&P 500). For the same period the S&P 500, a popular,
                    unmanaged index of common stock performance, returned
                    20.32%. Class A shares of the Fund provided a total return
                    of 26.54%, Class B shares 25.59%, and Class C shares 25.67%.
All of these returns assume the reinvestment of distributions but exclude the
effects of any sales charges.

Q. Why do you think the Fund performed so well this year, Kevin? 
A. The Fund's favorable performance can be attributed to four factors. 
Primarily, strategic overweightings in technology, retail, and leisure 
enhanced the portfolio's performance. Secondly, within the consumer staples, 
industrial goods and services, and financial services sectors, the analysts 
uncovered companies which provided strong earnings growth and price 
appreciation given the market environment. Thirdly, exposure to the utilities 
and communications, autos and housing, and basic materials sectors was low as 
a result of what we considered to be dismal earnings prospects for many of 
these companies. Finally, the stock market's rally, as well as the strong 
business and economic environment over the past year, continued to be 
positive factors for the Fund. 

Q. Can you briefly describe the process the committee of research analysts 
goes through in selecting stocks for the Fund? 
A. The Fund is most accurately described as a "best ideas" portfolio, based 
on a bottom-up, fundamental research process. The Fund is managed by a 
committee of experienced industry analysts, each of whom includes in the 
portfolio those securities within his or her industry that he or she believes 
offer the highest probability of capital appreciation. Each analyst conducts 
rigorous fundamental analysis, including on-site visits and meetings with 
company management, to select companies with strong balance sheets, dynamic 
management, and a competitive advantage within their respective industries. 
Once an analyst selects a company for inclusion in the Fund, he or she can 
finance it by selling an existing holding in his or her industry. Otherwise, 
the analyst must ask for an additional weighting in that industry and present 
the idea to the entire group, which considers the analyst's presentation and 
analyzes the company before voting on the new idea. 


                                      3 
<PAGE> 

A Discussion with the Director of Research - continued 

Q. We noticed that technology is the Fund's largest sector. What do the 
analysts like about this sector, and are any segments of technology favored 
more than others? 
A. The Fund has been overweighted in technology for the past two years. It is 
our belief that many companies which shape the technology sector consistently 
offer superior growth at reasonable valuations compared to other sectors of 
the economy. Our emphasis continues to be on computer software companies such 
as Oracle Corporation, Microsoft, and BMC Software. We believe the current 
levels of earnings growth for these companies are sustainable given their 
current management structure, industry positioning, new product development, 
and established pipeline. 

Q. What other sectors do the analysts like? 
A. We remain confident about the leisure sector. HFS, Inc., MGM Grand, and 
Jacor Communications have made notable gains over the past 12 months. HFS, 
Inc., one of the top positions in the Fund, continues to make strategic 
acquisitions which the committee believes will help enhance the company's 
earnings growth over the next 12 to 18 months. 

 The Fund remains overweighted in the health care sector based on our 
confidence in the long-term growth prospects of select companies within the 
group. Pharmaceutical companies such as Pfizer, Inc. exceeded analysts' 
earnings expectations this past year through concentrated cost-cutting 
efforts, strong sales momentum, and strategic positioning in the marketplace. 
We also believe well-managed companies such as Pacificare and United 
Healthcare offer substantial long-term growth potential within the health 
maintenance organization (HMO) industry. 

Q. What sectors are the analysts avoiding or de-emphasizing now, and why? 
A. We are currently underweighted in the utilities, communications, energy, 
basic materials, and automotive sectors due to the cyclical commodity nature 
of many companies in these groups. 

Q. Can you name some stocks or sectors that performed as well as or better 
than expected, and tell us why you think they did well? 
A. Nike, Inc. led the charge in earnings growth within the retail sector over 
the past year. Its consistent dominance in the domestic U.S. market as well 
as its continued penetration abroad allowed it to remain the world's leading 
footwear maker. Within the financial services sector, consolidations such as 
Chase Manhattan and, more recently, BankBoston have performed well as a 
result of the market's acceptance of their mergers and their ability to cut 
costs and increase revenues. Union Planters' recent acquisition of Leader 
Financial was 

                                      4 
<PAGE> 

A Discussion with the Director of Research - continued 

also well received by Wall Street. We believe Union Planters' fundamental 
improvements and low valuation make it an attractive stock with strong 
fundamentals. 

Q. Now how about some stocks or sectors that did not perform as well as 
expected? 
A. While we continue to believe that select stocks within the health care 
sector offer tremendous future growth potential, their marketplace value has 
yet to be realized. As a result, some of the health care stocks within the 
Fund underperformed during the year. 

Q. As you look ahead, what changes do you see in the overall market or 
economic environment as it relates to the Fund, and how are you positioning 
the Fund to try and take advantage of those changes? 
A. While recent economic data suggest some possible easing of economic growth 
and labor supply shortages, we expect more volatility is likely for the rest 
of the year. Many economists on Wall Street are also anticipating an interest 
rate hike by the Federal Reserve Board. We will continue to focus on 
well-positioned and attractively valued stocks that we believe will strongly 
perform regardless of the economic backdrop. Within the technology, health 
care, consumer staples, industrial goods and services, and financial services 
sectors, we have identified companies that we think can grow earnings in the 
current market environment. Through close examination of long-term company 
fundamentals, we will seek to provide robust relative performance in what 
could be a more challenging environment for the U.S. equity market in the 
months ahead. 

/s/ Kevin R. Parke 

Kevin R. Parke 
Director of Research 

The Committee of MFS Research Analysts is responsible for the day-to-day 
management of the Fund under the general supervision of Mr. Parke. 

- --------------------------------------------------------------------------------


Tax Form Summary

In January 1997, shareholders will be mailed a Tax Form Summary reporting the
federal tax status of all distributions paid during the calendar year 1996. For
the year ended September 30, 1996, the amount of distributions from income
eligible for the 70% dividends-received deduction for corporations came to
14.14%.


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                                      5 
<PAGE> 

Portfolio Concentration as of September 30, 1996 

Ten Largest Holdings 

Philip Morris Companies, Inc. 
Tobacco, food, and beverage 
conglomerate 

Praxair Inc. 
Manufactures industrial gas 
supplies 

Oracle Corporation 
Develops and manufactures 
database software 

McDonnell Douglas 
Commercial and defense aircraft manufacturer 

Kimberly Clark 
Paper products company 

HFS, Inc. 
Franchiser of hotels and real estate companies 

United Technologies 
Aerospace, defense, and building equipment conglomerate 

Colgate-Palmolive 
Cosmetics and toiletries company 

Penncorp Financial Group 
Underwrites and markets life and health insurance 

St. Jude Medical 
Manufactures medical instruments 

Largest Holdings 

- --------------------------------------------------------------------------------
[DESCRIPTION OF PIE CHART]


Other 39.80%

Industrial Goods
and Services 8.40%

Health Care 10.60%

Consumer Staples 11.80%

Financial Services 12.20%

Technology 17.20%


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


Fund Facts

Strategy:                  The Fund's investment objective is to provide
                           long-term growth of capital and future income.

Commencement of
investment operations:     October 13, 1971

Size:                      $1.8 billion as of September 30, 1996


- --------------------------------------------------------------------------------

                                      6 
<PAGE> 

Performance Summary 

The information below and on the following page illustrates the historical 
performance of MFS Research Fund Class A shares in comparison to various 
market indicators. Benchmark comparisons are unmanaged and do not reflect any 
fees or expenses. You cannot invest in an index. All results reflect the 
reinvestment of all dividends and capital gains. 

Class B shares were offered effective September 7, 1993. Information on Class 
B share performance appears on the next page. Class C shares were offered 
effective January 3, 1994. Information on Class C share performance appears 
on the next page. 


- --------------------------------------------------------------------------------
[DESCRIPTION OF LINE CHART]

Growth of a Hypothetical $10,000 Investment 
(For the 5-Year Period Ended September 30, 1996) 

9/91     9427     10000    10000
9/92     10538    10299    11099
9/93     13517    10576    12542
9/94     14561    10889    13000
9/95     18128    11166    16850
9/96     22939    11486    20260


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- --------------------------------------------------------------------------------
[DESCRIPTION OF LINE CHART]

Growth of a Hypothetical $10,000 Investment 
(For the 10-Year Period Ended September 30, 1996) 

9/30/86  9421     10000    10000
9/30/87  13631    10430    14335
9/30/88  11514    10866    12555
9/29/89  14612    11337    16684
9/28/90  13085    12036    15139
9/30/91  16494    12444    19849
9/30/92  18439    12815    22030
9/30/93  23651    13160    24893
9/30/94  25478    13550    25803
9/29/95  31718    13895    33445
9/30/96  40137    14293    40213


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                                      7 
<PAGE> 

Performance Summary - continued 

<TABLE>
<CAPTION>
Average Annual Total Returns                      1 Year    3 Years    5 Years    10 Years 
- --------------------------------------------------------------------------------------------- 
<S>                                                 <C>        <C>       <C>         <C>    
MFS Research Fund (Class A) including 5.75% 
  sales charge                                      +19.28%    +16.96%   +18.06%     +14.91%  
- --------------------------------------------------------------------------------------------- 
MFS Research Fund (Class A) at net asset value      +26.54%    +19.28%   +19.46%     +15.60%
- --------------------------------------------------------------------------------------------- 
MFS Research Fund (Class B) without CDSC            +25.59%    +18.38%   +18.92%     +15.34% 
- --------------------------------------------------------------------------------------------- 
MFS Research Fund (Class B) with CDSC               +21.59%    +17.66%   +18.72%     +15.34% 
- --------------------------------------------------------------------------------------------- 
MFS Research Fund (Class C) without CDSC            +25.67%    +18.49%   +18.99%     +15.37% 
- --------------------------------------------------------------------------------------------- 
MFS Research Fund (Class C) with CDSC               +24.67%    +18.49%   +18.99%     +15.37% 
VAverage growth fund                                +15.89%    +14.11%   +13.69%     +13.28% 
- --------------------------------------------------------------------------------------------- 
Standard & Poor's 500 Composite Index               +20.32%    +17.34%   +15.17%     +14.93% 
- --------------------------------------------------------------------------------------------- 
Consumer Price Index*                                +2.85%     +2.79%    +2.81%      +3.64% 
- --------------------------------------------------------------------------------------------- 
</TABLE>
*The Consumer Price Index is a popular measure of change in prices. 

Class A SEC results include the maximum 5.75% sales charge. Class B SEC 
results reflect the applicable contingent deferred sales charge (CDSC), which 
declines over six years as follows: 4%, 4%, 3%, 3%, 2%, 1%, 0%. See the 
prospectus for details. Class C shares along with Class B shares, have higher 
annual fees and expenses than Class A shares. Class C share purchases made on 
or after April 1, 1996 will be subject to a 1% CDSC if redeemed within 12 
months of purchase. 

Class B and Class C share performance includes the performance of the Fund's 
Class A shares for periods prior to the commencement of offering of Class B 
shares on September 7, 1993 and of Class C shares on January 3, 1994. Sales 
charges and operating expenses for Class A, Class B, and Class C shares 
differ. The Class A share performance, which is included within the Class B 
and Class C share SEC performance, has been adjusted to reflect the CDSC 
generally applicable to Class B and Class C shares rather than the initial 
sales charge generally applicable to Class A shares. Class B and Class C 
share performance has not been adjusted, however, to reflect differences in 
operating expenses (e.g., Rule 12b-1 fees), which generally are lower for 
Class A shares. 

All results are historical and, therefore, are not an indication of future 
results. The principal value and income return of an investment in a mutual 
fund will vary with changes in market conditions, and shares, when redeemed, 
may be worth more or less than their original cost. 

                                      8 
<PAGE> 

Portfolio of Investments - September 30, 1996 

<TABLE>
<CAPTION>
Common Stocks - 96.3% 
=========================================================================================
Issuer                                                          Shares              Value 
- -----------------------------------------------------------------------------------------
<S>                                                            <C>            <C>         
U.S. Stocks - 84.8% 
  Aerospace - 5.6% 
    General Dynamics Corp.                                     204,600        $14,091,825 
    Lockheed Martin Corp.                                      279,100         25,153,887 
    McDonnell Douglas Corp.                                    611,500         32,103,750 
    United Technologies Corp.                                  238,500         28,649,812 
                                                                          --------------- 
                                                                              $99,999,274 
- -----------------------------------------------------------------------------------------
  Agricultural Products - 1.4% 
    Case Corp.                                                 511,600        $24,940,500 
- -----------------------------------------------------------------------------------------
  Apparel and Textiles - 0.7% 
    Nike, Inc., "B"                                            100,000        $12,150,000 
- -----------------------------------------------------------------------------------------
  Automotive - 0.5% 
    Goodrich (B.F.) Co.                                        205,300        $ 9,264,163 
- -----------------------------------------------------------------------------------------
  Banks and Credit Companies - 4.1% 
    Bank of Boston Corp.                                       375,120        $21,710,070 
    Chase Manhattan Corp.                                      279,604         22,403,271 
    Crestar Financial Corp.                                     76,100          4,489,900 
    Fleet Financial Group, Inc.                                219,900          9,785,550 
    Leader Financial Corp.                                     287,500         15,525,000 
                                                                          --------------- 
                                                                              $73,913,791 
- -----------------------------------------------------------------------------------------
  Biotechnology - 0.4% 
    Guidant Corp.*                                             144,500        $ 7,983,625 
- -----------------------------------------------------------------------------------------
  Business Machines - 2.3% 
    Affiliated Computer Services Co.*                          165,400        $ 9,717,250 
    Digital Equipment Corp.*                                   259,500          9,277,125 
    Sun Microsystems, Inc.*                                    366,700         22,781,238 
                                                                          --------------- 
                                                                              $41,775,613 
- -----------------------------------------------------------------------------------------
  Business Services - 2.4% 
    Alco Standard Corp.                                        339,000        $16,907,625 
    DST Systems, Inc.*                                         407,500         13,040,000 
    Technology Solutions Co.*                                  367,550         12,818,306 
                                                                          --------------- 
                                                                              $42,765,931 
- -----------------------------------------------------------------------------------------
  Chemicals - 3.4% 
    Air Products & Chemicals, Inc.                             444,300        $25,880,475 
    Polymer Group, Inc.*                                        81,200          1,136,800 
    Praxair, Inc.                                              805,500         34,636,500 
                                                                          --------------- 
                                                                              $61,653,775 
- -----------------------------------------------------------------------------------------
  Computer Software - Personal Computers - 3.3% 
    Electronic Arts, Inc.*                                     422,400        $15,787,200 
    First Data Corp.                                           197,100         16,088,288 
    Microsoft Corp.*                                           201,400         26,559,625 
                                                                          --------------- 
                                                                              $58,435,113 
- -----------------------------------------------------------------------------------------
  Computer Software - Systems - 6.7% 
    Adobe Systems, Inc.                                        307,900        $11,469,275 
    BMC Software, Inc.*                                        220,200         17,505,900 
    Cadence Design Systems, Inc.*                              607,675         21,724,381 
</TABLE>

                                      9 
<PAGE> 

Portfolio of Investments - continued 

<TABLE>
<CAPTION>
Common Stocks - continued 
=========================================================================================
Issuer                                                          Shares              Value 
- -----------------------------------------------------------------------------------------
<S>                                                            <C>           <C>          
U.S. Stocks - continued 
  Computer Software - Systems - continued 
    Computer Associates International, Inc.                    234,350       $ 14,002,412 
    Compuware Corp.*                                           124,400          5,691,300 
    Oracle Corp.*                                              778,325         33,127,457 
    Sybase, Inc.*                                              253,900          3,776,762 
    Synopsys, Inc.*                                            266,700         12,301,537 
                                                                          --------------- 
                                                                             $119,599,024 
- -----------------------------------------------------------------------------------------
  Consumer Goods and Services - 9.6% 
    Colgate-Palmolive Co.                                      321,800       $ 27,956,375 
    Estee Lauder Cos., "A"                                     186,400          8,364,700 
    Gillette Co.                                               355,700         25,654,863 
    Philip Morris Cos., Inc.                                   390,200         35,020,450 
    Procter & Gamble Co.                                       270,400         26,364,000 
    Revlon, Inc.*                                              270,100          8,373,100 
    Sherwin-Williams Co.                                       279,800         12,975,725 
    Tyco International Ltd.                                    477,100         20,574,938 
    UST, Inc.                                                  239,900          7,107,038 
                                                                          --------------- 
                                                                             $172,391,189 
- -----------------------------------------------------------------------------------------
  Defense Electronics - 0.6% 
    Loral Space & Communications*                              694,700       $ 10,941,525 
- -----------------------------------------------------------------------------------------
  Electronics - 1.4% 
    Analog Devices, Inc.*                                      254,200       $  6,895,175 
    LSI Logic Corp.*                                           130,800          3,041,100 
    Xilinx, Inc.*                                              441,400         15,007,600 
                                                                          --------------- 
                                                                             $ 24,943,875 
- -----------------------------------------------------------------------------------------
  Entertainment - 2.4% 
    Cox Radio, Inc., "A"*                                       28,900       $    630,006 
    Harrah's Entertainment, Inc.*                              322,600          6,008,425 
    Jacor Communications, Inc., "A"*                           316,200         10,908,900 
    Showboat, Inc.                                             439,500          9,669,000 
    Viacom, Inc.*                                              419,000         14,874,500 
                                                                          --------------- 
                                                                             $ 42,090,831 
- -----------------------------------------------------------------------------------------
  Financial Institutions - 0.9% 
    Advanta Corp., "B"                                         367,800       $ 15,723,450 
- -----------------------------------------------------------------------------------------
  Food and Beverage Products - 1.4% 
    Earthgrains Co.                                              9,100       $    350,350 
    McCormick & Co. Inc.                                       439,700         10,277,988 
    Tyson Foods, Inc.                                          520,700         13,896,181 
                                                                          --------------- 
                                                                             $ 24,524,519 
- -----------------------------------------------------------------------------------------
  Forest and Paper Products - 1.7% 
    Kimberly Clark Corp.                                       335,800       $ 29,592,375 
- -----------------------------------------------------------------------------------------
  Insurance - 5.2% 
    Allstate Corp.                                             179,010       $  8,816,243 
    Amerin Corp.*                                              186,200          4,189,500 
    CIGNA Corp.                                                213,200         25,557,350 
    Chartwell Re Corp.                                         196,600          4,988,725 
</TABLE>

                                      10 
<PAGE> 

Portfolio of Investments - continued 

<TABLE>
<CAPTION>
Common Stocks - continued 
=========================================================================================
Issuer                                                           Shares             Value 
- -----------------------------------------------------------------------------------------
<S>                                                           <C>             <C>        
U.S. Stocks - continued 
  Insurance - continued 
    Equitable of Iowa Cos.                                      211,600       $ 8,781,400 
    Everest Re Holdings, Inc.                                   292,300         7,234,425 
    ITT Hartford Group, Inc.                                     40,000         2,360,000 
    LaSalle Re Holdings Ltd.                                    202,100         4,749,350 
    Penncorp Financial Group, Inc.                              834,200        26,902,950 
                                                                          --------------- 
                                                                              $93,579,943 
- -----------------------------------------------------------------------------------------
  Medical and Health Products - 3.7% 
    Pfizer, Inc.                                                158,000       $12,501,750 
    Pharmacia & Upjohn, Inc.                                    306,100        12,626,625 
    Rhone-Poulenc Rorer, Inc.                                   133,800         9,851,025 
    Uromed Corp.*                                             1,351,000        14,861,000 
    Ventritex, Inc.*                                            786,500        13,763,750 
    Zoll Medical Corp.*                                         176,000         2,728,000 
                                                                          --------------- 
                                                                              $66,332,150 
- -----------------------------------------------------------------------------------------
  Medical and Health Technology and Services - 4.4% 
    Coventry Corp.*                                             483,700       $ 5,774,168 
    Healthsource, Inc.*                                          83,200         1,227,200 
    Living Centers of America*                                  192,400         4,810,000 
    Mariner Health Group, Inc.*                                  46,300           711,862 
    Pacificare Health Systems, Inc., "A"*                        91,800         7,596,450 
    Pacificare Health Systems, Inc., "B"*                       158,800        13,736,200 
    St. Jude Medical, Inc.*                                     662,650        26,754,493 
    United Healthcare Corp.                                     432,300        17,994,487 
                                                                          --------------- 
                                                                              $78,604,860 
- -----------------------------------------------------------------------------------------
  Oils - 2.5% 
    Barrett Resources Corp.*                                    398,700       $14,054,175 
    Exxon Corp.                                                  89,200         7,425,900 
    Mobil Corp.                                                 118,400        13,704,800 
    Newfield Exploration Co.*                                   219,400         9,873,000 
                                                                          --------------- 
                                                                              $45,057,875 
- -----------------------------------------------------------------------------------------
  Railroads - 3.3% 
    Burlington Northern Santa Fe                                186,400       $15,727,500 
    CSX Corp.                                                   337,700        17,053,850 
    Wisconsin Central Transportation Corp.*                     707,600        25,385,150 
                                                                          --------------- 
                                                                              $58,166,500 
- -----------------------------------------------------------------------------------------
  Restaurants and Lodging - 3.8% 
    HFS, Inc.*                                                  438,400       $29,318,000 
    Host Marriott Corp.*                                      1,205,100        17,473,950 
    MGM Grand, Inc.*                                            374,600        15,826,850 
    Promus Hotel Corp.*                                         182,650         5,159,863 
                                                                          --------------- 
                                                                              $67,778,663 
- -----------------------------------------------------------------------------------------
  Special Products and Services - 1.1% 
    Sphere Drake Holdings Ltd.                                  263,400       $ 2,370,600 
    Stanley Works                                               605,900        17,040,938 
                                                                          --------------- 
                                                                              $19,411,538 
- -----------------------------------------------------------------------------------------
  Stores - 4.7% 
    CompUSA, Inc.*                                              463,800       $25,045,200 
</TABLE>

                                      11 
<PAGE> 

Portfolio of Investments - continued 

<TABLE>
<CAPTION>
Common Stocks - continued 
=========================================================================================
Issuer                                                            Shares            Value 
- -----------------------------------------------------------------------------------------
<S>                                                           <C>           <C>        
U.S. Stocks - continued 
   Stores - continued 
    Gymboree Corp.*                                              483,500    $   14,686,312 
    Hollywood Entertainment Corp.*                               393,500         8,066,750 
    Home Depot, Inc.                                             207,800        11,818,625 
    Lowe's Cos., Inc.                                            240,800         9,842,700 
    Micro Warehouse, Inc.*                                       255,200         6,571,400 
    Staples, Inc.*                                               397,850         8,827,297 
                                                                           --------------- 
                                                                            $   84,858,284 
- ------------------------------------------------------------------------------------------
  Supermarkets - 1.3% 
    Safeway, Inc.*                                               524,600    $   22,361,075 
- ------------------------------------------------------------------------------------------
  Telecommunications - 3.4% 
    Ascend Communications, Inc.*                                  44,675    $    2,954,134 
    Cabletron Systems, Inc.*                                     179,300        12,259,638 
    Cisco Systems, Inc.*                                         269,200        16,707,225 
    Glenayre Technologies, Inc.*                                 389,200         8,951,600 
    Lucent Technologies, Inc.                                    256,300        11,757,763 
    U.S. Robotics Corp.*                                         135,700         8,769,613 
                                                                           --------------- 
                                                                            $   61,399,973 
- ------------------------------------------------------------------------------------------
  Utilities - Gas - 1.7% 
    Coastal Corp.                                                404,300    $   16,677,375 
    PanEnergy Corp.                                              416,400        14,417,850 
                                                                           --------------- 
                                                                            $   31,095,225 
- ------------------------------------------------------------------------------------------
  Utilities - Telephone - 0.9% 
    MCI Communications Corp.                                     641,600    $   16,441,000 
- ------------------------------------------------------------------------------------------
Total U.S. Stocks (Identified Cost, $1,254,965,267)                         $1,517,775,659 
- ------------------------------------------------------------------------------------------
Foreign Stocks - 11.5% 
  Denmark - 0.7% 
    ISS International Service System (Commercial 
    Services)                                                    507,400    $   12,999,131 
- ------------------------------------------------------------------------------------------
  Finland - 0.7% 
    Huhtamaki Free Shares, "I" (Food Processing)                 259,300    $    9,769,024 
    TT Tieto OY (Computer Software)                               64,300         3,549,212 
                                                                           --------------- 
                                                                            $   13,318,236 
- ------------------------------------------------------------------------------------------
  France - 0.5% 
    Union des Assurances Federal (Insurance)                      68,800    $    8,047,089 
- ------------------------------------------------------------------------------------------
  Germany - 0.2% 
    SAP AG (Computer Software)                                    17,800    $    2,984,934 
- ------------------------------------------------------------------------------------------
  Greece - 0.3% 
    Hellenic Telephone (Telecommunications)                      301,100    $    5,063,900 
- ------------------------------------------------------------------------------------------
  Hong Kong - 2.1% 
    Dah Sing Financial Group (Banking)                           592,000    $    2,082,301 
    Giordano Holdings Ltd. (Retail - Apparel)                 11,691,000        10,279,896 
    Wharf Holdings (Diversified Holdings)                      4,877,000        20,182,001 
    Wing Hang Bank Ltd. (Banking)                              1,160,000         4,350,232 
                                                                           --------------- 
                                                                            $   36,894,430 
- ------------------------------------------------------------------------------------------
</TABLE>

                                      12 
<PAGE> 

Portfolio of Investments - continued 

<TABLE>
<CAPTION>
Common Stocks - continued 
=========================================================================================
Issuer                                                            Shares            Value 
- -----------------------------------------------------------------------------------------
<S>                                                           <C>           <C>        
Foreign Stocks - continued 
  Italy - 0.7% 
    Olivetti S.p.A. (Office Automation and Furnishings)*      17,644,400    $    6,463,144 
    Telecom Italia Mobile S.p.A. (Telecommunications)          4,639,800         5,757,064 
                                                                           --------------- 
                                                                            $   12,220,208 
- ------------------------------------------------------------------------------------------
  Malaysia - 0.4% 
    New Straits Times Press Holdings Ltd.  (Publishing)        1,398,000    $    7,363,685 
- ------------------------------------------------------------------------------------------
  Philippines - 0.8% 
    Pilipino Telephone Corp. (Telecommunications)*             9,949,700    $   13,670,888 
- ------------------------------------------------------------------------------------------
  South Korea - 0.4% 
    Korea Mobile Telecommunications 
     (Telecommunications)*                                       506,150    $    7,655,519 
- ------------------------------------------------------------------------------------------
  Sweden - 1.9% 
    Astra AB, Free Shares, "B" (Medical and  Health Products)    514,260    $   21,149,354 
    Enator AB (Computer Services)*                               187,400         4,129,246 
    Nobel Biocare (Medical Products)                             488,000         9,206,120 
                                                                           --------------- 
                                                                            $   34,484,720 
- ------------------------------------------------------------------------------------------
  United Kingdom - 2.8% 
    British Petroleum PLC, ADR (Oils)                            158,000    $   19,750,000 
    Jarvis Hotels PLC (Lodging)*+                              4,938,595        12,127,397 
    Kwik-Fit Holdings PLC (Automotive Services)                2,341,200         8,331,160 
    Lloyds TSB Group PLC (Banking)                             1,782,000        10,536,431 
                                                                           --------------- 
                                                                            $   50,744,988 
- ------------------------------------------------------------------------------------------
Total Foreign Stocks (Identified Cost, $193,876,724)                        $  205,447,728 
- ------------------------------------------------------------------------------------------
Total Common Stocks (Identified Cost, $1,448,841,991)                       $1,723,223,387 
- ------------------------------------------------------------------------------------------

Short-Term Obligations - 1.9% 
- ------------------------------------------------------------------------------------------
                                                        Principal Amount 
                                                           (000 Omitted) 
- ------------------------------------------------------------------------------------------
    Federal Farm Credit, due 10/01/96                        $     2,720    $    2,720,000 
    Federal Home Loan Bank, due 10/18/96                             180           179,553 
    Federal Home Loan Mortgage Corp., due 
     10/18/96                                                      1,000           997,516 
    H. J. Heinz Co., due 10/29/96                                 12,700        12,647,450 
    Transamerica Corp., due 10/15/96                               6,300         6,286,967 
    Transamerica Corp., due 10/23/96                              10,700        10,665,017 
- ------------------------------------------------------------------------------------------
Total Short-Term Obligations, at Amortized Cost and Value                   $   33,496,503 
- ------------------------------------------------------------------------------------------
Total Investments (Identified Cost, $1,482,338,494)                         $1,756,719,890 

Other Assets, Less Liabilities - 1.8%                                           32,120,611 
- ------------------------------------------------------------------------------------------
Net Assets - 100.0%                                                         $1,788,840,501 
- ------------------------------------------------------------------------------------------
</TABLE>
*Non-income producing security. 
+Restricted security. 
See notes to financial statements 

                                      13 
<PAGE> 

Financial Statements 

Statement of Assets and Liabilities 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
September 30, 1996 
- -----------------------------------------------------------------------------------------------------
<S>                                                                                    <C>
Assets: 
  Investments, at value (identified cost, $1,482,338,494)                              $1,756,719,890 
  Cash                                                                                         34,740 
  Receivable for Fund shares sold                                                          19,832,153 
  Receivable for investments sold                                                          28,993,229 
  Interest and dividends receivable                                                         1,811,779 
  Other assets                                                                                  8,971 
                                                                                       --------------- 
   Total assets                                                                        $1,807,400,762 
                                                                                       --------------- 
Liabilities: 
  Payable for Fund shares reacquired                                                   $    3,677,900 
  Payable for investments purchased                                                        14,571,079 
  Payable to affiliates - 
   Management fee                                                                              49,416 
   Shareholder servicing agent fee                                                             23,514 
   Distribution fee                                                                            48,559 
  Accrued expenses and other liabilities                                                      189,793 
                                                                                       --------------- 
   Total liabilities                                                                   $   18,560,261 
                                                                                       --------------- 
Net assets                                                                             $1,788,840,501 
                                                                                       --------------- 
Net assets consist of: 
  Paid-in capital                                                                      $1,406,095,540 
  Unrealized appreciation on investments and translation of assets and liabilities in 
    foreign currencies                                                                    274,380,764 
  Accumulated undistributed net realized gain on investments and foreign currency 
    transactions                                                                          107,963,964 
  Accumulated undistributed net investment income                                             400,233 
                                                                                       --------------- 
   Total                                                                               $1,788,840,501 
                                                                                       --------------- 
Shares of beneficial interest outstanding                                                97,362,965 
                                                                                       --------------- 
Class A shares: 
  Net asset value and redemption price per share (net assets of $972,352,732 / 
    52,486,783 shares of beneficial interest outstanding)                                  $18.53 
                                                                                       --------------- 
  Offering price per share (100/94.25)                                                     $19.66 
                                                                                       --------------- 
Class B shares: 
  Net asset value and offering price per share (net assets of $680,456,245 / 
    37,409,007 shares of beneficial interest outstanding)                                  $18.19 
                                                                                       --------------- 
Class C shares: 
  Net asset value and offering price per share (net assets of $136,031,524 / 
    7,467,175 shares of beneficial interest outstanding)                                   $18.22 
                                                                                       --------------- 
</TABLE>

On sales of $50,000 or more, the 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. 

See notes to financial statements 

                                      14 
<PAGE> 

Financial Statements - continued 

<TABLE>
<CAPTION>
Statement of Operations 
- ----------------------------------------------------------------------------------------- 
Year Ended September 30, 1996 
- ----------------------------------------------------------------------------------------- 
<S>                                                                        <C>
Net investment income: 
  Income - 
   Dividends                                                               $ 12,285,153 
   Interest                                                                   2,454,776 
   Foreign taxes withheld                                                      (295,476) 
                                                                          --------------- 
    Total investment income                                                $ 14,444,453 
                                                                          --------------- 
  Expenses - 
   Management fee                                                          $  4,277,357 
   Trustees' compensation                                                        12,774 
   Shareholder servicing agent fee (Class A)                                    982,983 
   Shareholder servicing agent fee (Class B)                                    807,550 
   Shareholder servicing agent fee (Class C)                                     97,859 
   Distribution and service fee (Class A)                                     2,271,075 
   Distribution and service fee (Class B)                                     3,722,595 
   Distribution and service fee (Class C)                                       653,213 
   Custodian fee                                                                228,370 
   Postage                                                                      117,571 
   Printing                                                                      34,446 
   Auditing fees                                                                 11,132 
   Legal fees                                                                     5,469 
   Miscellaneous                                                                370,523 
                                                                          --------------- 
    Total expenses                                                         $ 13,592,917 
   Fees paid indirectly                                                         (37,095) 
                                                                          --------------- 
    Net expenses                                                           $ 13,555,822 
                                                                          --------------- 
     Net investment income                                                 $    888,631 
                                                                          --------------- 
Realized and unrealized gain (loss) on investments: 
  Realized gain (loss) (identified cost basis) - 
   Investment transactions                                                 $110,009,030 
   Foreign currency transactions                                               (155,240) 
                                                                          --------------- 
    Net realized gain on investments and foreign currency transactions     $109,853,790 
                                                                          --------------- 
  Change in unrealized appreciation (depreciation) - 
   Investments                                                             $148,651,932 
   Translation of assets and liabilities in foreign currencies                   (1,422) 
                                                                          --------------- 
    Net unrealized gain on investments                                     $148,650,510 
                                                                          --------------- 
     Net realized and unrealized gain on investments and foreign 
      currency                                                             $258,504,300 
                                                                          --------------- 
      Increase in net assets from operations                               $259,392,931 
                                                                          --------------- 
</TABLE>

See notes to financial statements 

                                      15 
<PAGE> 

Financial Statements - continued 

Statement of Changes in Net Assets 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------- 
Year Ended September 30,                                    1996             1995 
- ---------------------------------------------------------------------------------- 
<S>                                               <C>               <C>
Increase in net assets: 
From operations - 
  Net investment income                           $      888,631    $   2,005,330 
  Net realized gain on investments and foreign 
   currency transactions                             109,853,790       47,454,687 
  Net unrealized gain on investments and foreign 
   currency translation                              148,650,510       68,894,341 
                                                  ---------------  ---------------- 
   Increase in net assets from operations         $  259,392,931    $ 118,354,358 
                                                  ---------------  ---------------- 
Distributions declared to shareholders - 
  From net investment income (Class A)            $   (1,746,150)   $    (481,316) 
  From net investment income (Class B)                  --                (14,893) 
  From net realized loss on investments and 
    foreign currency transactions (Class A)          (33,116,571)        (820,736) 
  From net realized loss on investments and 
    foreign currency transactions (Class B)          (13,804,424)        (118,230) 
  From net realized loss on investments and 
    foreign currency transactions (Class C)           (1,987,076)         (16,120) 
  In excess of net investment income (Class C)            (5,537)         -- 
                                                  ---------------  ---------------- 
   Total distributions declared to shareholders   $  (50,659,758)   $  (1,451,295) 
                                                  ---------------  ---------------- 
Fund share (principal) transactions - 
  Net proceeds from sale of shares                $1,101,792,673    $ 353,872,982 
  Net asset value of shares issued to 
   shareholders in reinvestment of distributions      43,699,368        1,571,633 
  Cost of shares reacquired                         (277,022,647)    (109,372,045) 
                                                  ---------------  ---------------- 
   Increase in net assets from Fund share 
    transactions                                  $  868,469,394    $ 246,072,570 
                                                  ---------------  ---------------- 
    Total increase in net assets                  $1,077,202,567    $ 362,975,633 
Net assets: 
  At beginning of period                             711,637,934      348,662,301 
                                                  ---------------  ---------------- 
  At end of period (including accumulated 
   undistributed net investment income of 
   $400,233 and $1,418,529, respectively)         $1,788,840,501    $ 711,637,934 
                                                  ---------------  ---------------- 
</TABLE>

See notes to financial statements 

                                      16 
<PAGE> 

Financial Statements - continued 

<TABLE>
<CAPTION>
Financial Highlights 
======================================================================================================
Year Ended September 30,                           1996        1995        1994       1993        1992 
- ------------------------------------------------------------------------------------------------------
                                                Class A 
- ------------------------------------------------------------------------------------------------------
<S>                                            <C>         <C>         <C>        <C>         <C>      
Per share data (for a share outstanding throughout each period): 
Net asset value - beginning of period          $  15.61    $  12.59    $  14.47   $  12.18    $  11.84 
                                               --------    --------    --------   --------    -------- 
Income from investment operations# - 
 Net investment incomeS.                       $   0.06    $   0.08    $   0.02   $   0.11    $   0.07 
 Net realized and unrealized gain 
   on investments and foreign 
   currency transactions                           3.88        2.99        1.01       3.15        1.27 
                                               --------    --------    --------   --------    -------- 
  Total from investment operations             $   3.94    $   3.07    $   1.03   $   3.26    $   1.34 
                                               --------    --------    --------   --------    -------- 
Less distributions declared to 
  shareholders - 
 From net investment income                                                                   $  -- 
                                               $  (0.05)   $  (0.02)   $  (0.03)  $  (0.07) 
 From net realized gain on investments            (0.97)      (0.03)      (2.87)     (0.90)      (1.00) 
 In excess of net investment income               --          --          (0.01)     --          -- 
                                               --------    --------    --------   --------    -------- 
  Total distributions declared to 
    shareholders                               $  (1.02)   $  (0.05)   $  (2.91)  $  (0.97)   $  (1.00) 
                                               --------    --------    --------   --------    -------- 
Net asset value - end of period                $  18.53    $  15.61    $  12.59   $  14.47    $  12.18 
                                               --------    --------    --------   --------    -------- 
Total return++                                   26.54%      24.49%       7.72%     28.87%      11.79% 
Ratios (to average net assets)/Supplemental dataS.: 
 Expenses##                                       0.91%       0.95%       0.91%      0.90%       0.84% 
 Net investment income                            0.36%       0.58%       0.14%      0.36%       0.59% 
Portfolio turnover                                  81%         94%         79%        93%         74% 
Average commission rate###                     $ 0.0269       --          --         --          -- 
Net assets at end of period (000 omitted)      $972,353    $507,784    $318,170   $294,019    $240,366 

 ++Total returns for Class A shares do not include the applicable sales charge (except for reinvested dividends 
   prior to October 1, 1989). If the charge had been included, the results would have been lower. 
  #Per share data for the periods subsequent to September 30, 1993 is based on average shares outstanding. 
 ##For fiscal years ending after September 1, 1995, the Fund's expenses are calculated without reduction for fees 
   paid indirectly. 
###Average commission rate is calculated for funds with fiscal years beginning on or after September 1, 1995. 
 S.The distributor did not impose a portion of its distribution fee for the periods indicated. If this fee had been 
   incurred by the Fund, the net investment income per share and the ratios would have been: 
        Net investment income#                    --       $   0.07    $   0.01      --          -- 
        Ratios (to average net assets): 
         Expenses##                               --          1.05%       1.01%      --          -- 
         Net investment income                    --          0.48%       0.04%      --          -- 

</TABLE>

See notes to financial statements 

                                      17 
<PAGE> 

Financial Statements - continued 

<TABLE>
<CAPTION>
Financial Highlights - continued 
=======================================================================================================
Year Ended September 30,                           1991        1990        1989       1988         1987 
- -------------------------------------------------------------------------------------------------------
                                                Class A 
- -------------------------------------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period): 
<S>                                            <C>         <C>         <C>        <C>          <C>      
Net asset value - beginning of period          $   9.62    $  11.49    $  10.20   $  12.54     $  10.42 
                                               --------    --------    --------   --------     -------- 
Income from investment operations - 
 Net investment income                         $   0.27    $   0.36    $   0.39   $   0.23     $   0.19 
 Net realized and unrealized gain 
   (loss) on investments and foreign currency 
   transactions                                    2.21       (1.52)       2.30      (2.19)        4.43 
                                               --------    --------    --------   --------     -------- 
  Total from investment operations             $   2.48    $  (1.16)   $   2.69   $  (1.96)    $   4.62 
                                               --------    --------    --------   --------     -------- 
Less distributions declared to 
  shareholders - 
 From net investment income                    $  (0.26)   $  (0.36)   $  (0.39)  $  (0.24)    $  (0.19) 
 From net realized gain on  investments           --          (0.35)*     (1.01)     (0.14)       (2.31) 
                                               --------    --------    --------   --------     -------- 
  Total distributions declared to 
    shareholders                               $  (0.26)   $  (0.71)   $  (1.40)  $  (0.38)    $  (2.50) 
                                               --------    --------    --------   --------     -------- 
Net asset value - end of period                $  11.84    $   9.62    $  11.49   $  10.20     $  12.54 
                                               --------    --------    --------   --------     -------- 
Total return++                                   25.87%    (12.73)%      26.91%   (15.60)%       44.80% 
Ratios (to average net assets)/Supplemental data: 
 Expenses                                         0.95%       0.83%       0.88%      0.86%        0.73% 
 Net investment income                            2.48%       3.21%       3.48%      2.36%        1.51% 
Portfolio turnover                                 177%         79%         99%       116%         101% 
Net assets at end of period (000 omitted)      $231,316    $202,377    $251,857   $239,616     $321,050 
</TABLE>

 *For the year ended September 30, 1990, the per share distribution from paid-in
  capital was $0.0009. 
++Total returns for Class A shares do not include the applicable sales charge 
  (except for reinvested dividends prior to October 1, 1989). If the charge had
  been included, the results would have been lower. 

See notes to financial statements 

                                      18 
<PAGE> 

Financial Statements - continued 

<TABLE>
<CAPTION>
Financial Highlights - continued 
======================================================================================================
Year Ended September 30,                                1996            1995           1994      1993** 
- ------------------------------------------------------------------------------------------------------
                                                     Class B 
- ------------------------------------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period): 
<S>                                                 <C>             <C>            <C>        <C>      
Net asset value - beginning of period               $  15.40        $  12.50       $  14.47   $  13.95 
                                                    --------        --------       --------   -------- 
Income from investment operations# - 
 Net investment loss                                $  (0.06)       $  (0.03)      $  (0.08)  $  (0.04) 
 Net realized and unrealized gain on 
   investments and foreign currency transactions        3.82            2.96           1.00       0.56 
                                                    --------        --------       --------   -------- 
  Total from investment operations                  $   3.76        $   2.93       $   0.92   $   0.52 
                                                    --------        --------       --------   -------- 
Less distributions declared to shareholders - 
 From net investment income                         $   --          $   --  +++    $  (0.02)  $   -- 
 From net realized gain on investments                 (0.97)          (0.03)         (2.87)      -- 
                                                    --------        --------       --------   -------- 
  Total distributions declared to shareholders      $  (0.97)       $  (0.03)      $  (2.89)  $   -- 
                                                    --------        --------       --------   -------- 
Net asset value - end of period                     $  18.19        $  15.40       $  12.50   $  14.47 
                                                    --------        --------       --------   -------- 
Total return                                          25.59%          23.55%          6.91%      3.73% 
Ratios (to average net assets)/Supplemental data: 
 Expenses##                                            1.66%           1.78%          1.82%      2.33%+ 
 Net investment loss                                 (0.37)%         (0.21)%        (0.65)%    (0.89)%+ 
Portfolio turnover                                       81%             94%            79%        93% 
Average commission rate###                          $ 0.0269            --             --         -- 
Net assets at end of period (000 omitted)           $680,456        $178,117       $ 25,672   $    447 
</TABLE>

  #Per share data for the periods subsequent to September 30, 1993 is based on 
   average shares outstanding. 
 ##For fiscal years ending after September 1, 1995, the Fund's expenses are 
   calculated without reduction for fees paid indirectly. 
###Average commission rate is calculated for funds with fiscal years beginning 
   on or after September 1, 1995. 
  +Annualized. 
+++For the year ended September 30, 1995, the per share distribution from net 
   investment income was $0.00003. 
 **For the period from the commencement of offering of Class B shares, 
   September 7, 1993 to September 30, 1993. 

See notes to financial statements 

                                      19 
<PAGE> 

Financial Statements - continued 

<TABLE>
<CAPTION>
Financial Highlights - continued 
=========================================================================================
Year Ended September 30,                                   1996         1995        1994*** 
- -----------------------------------------------------------------------------------------
                                                       Class C 
- -----------------------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period): 
<S>                                                    <C>          <C>          <C>      
Net asset value - beginning of period                  $  15.42     $  12.51     $  13.18 
                                                       --------     --------     -------- 
Income from investment operations# - 
 Net investment loss                                   $  (0.06)    $  (0.02)    $  (0.04) 
 Net realized and unrealized gain on 
   investments and foreign currency transactions           3.83         2.96         0.62 
                                                       --------     --------     -------- 
  Total from investment operations                     $   3.77     $   2.94     $   0.58 
                                                       --------     --------     -------- 
Less distributions declared to shareholders+++ 
 In excess of net investment income                    $   --   +++ $   --       $   -- 
 from net realized gain on investments                    (0.97)       (0.03)       (1.25) 
                                                       --------     --------     -------- 
  Total distributions declared to shareholders         $  (0.97)    $  (0.03)    $  (1.25) 
                                                       --------     --------     -------- 
Net asset value - end of period                        $  18.22     $  15.42     $  12.51 
                                                       --------     --------     -------- 
Total return                                             25.67%       23.58%        4.43% 
Ratios (to average net assets)/Supplemental data: 
 Expenses##                                               1.67%        1.71%        1.74%+ 
 Net investment loss                                    (0.38)%      (0.15)%      (0.54)%+ 
Portfolio turnover                                          81%          94%          79% 
Average commission rate###                             $ 0.0269        --           -- 
Net assets at end of period (000 omitted)              $136,032     $ 25,737     $  4,821 
</TABLE>

  #Per share data for the periods subsequent to September 30, 1993 is based 
   on average shares outstanding. 
 ##For fiscal years ending after September 1, 1995, the Fund's expenses 
   are calculated without reduction for fees paid indirectly. 
###Average commission rate is calculated for funds with fiscal years beginning 
   on or after September 1, 1995. 
  +Annualized. 
***For the period from the commencement of offering of Class C shares, 
   January 3, 1994 to September 30, 1994. 
+++For the year ended September 30, 1996, the per share distribution in 
   excess of net investment income was $0.0027. 

See notes to financial statements 

                                      20 
<PAGE> 

Notes to Financial Statements 

(1) Business and Organization 
MFS Research Fund (the Fund) is a diversified series of MFS Series Trust V 
(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. 

(2) Significant Accounting Policies 
General - The preparation of financial statements in conformity with 
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 revenues and expenses 
during the reporting period. Actual results could differ from those 
estimates. 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 legal, political, and economic 
environment. 

Investment Valuations - Equity securities listed on securities exchanges or 
reported through the NASDAQ system are valued at last sale prices. Unlisted 
equity securities or listed equity securities for which last sale prices are 
not available are valued at last quoted bid prices. Debt securities (other 
than short-term obligations which mature in 60 days or less), including 
listed issues and forward contracts, are valued on the basis of valuations 
furnished by dealers or by a pricing service with consideration to factors 
such as institutional-size trading in similar groups of securities, yield, 
quality, coupon rate, maturity, type of issue, trading characteristics and 
other market data, without exclusive reliance upon exchange or 
over-the-counter prices. Short-term obligations, which mature in 60 days or 
less, are valued at amortized cost, which approximates market value. Non-U.S. 
dollar denominated short-term obligations are valued at amortized cost as 
calculated in the base currency and translated into U.S. dollars at the 
closing daily exchange rate. Securities for which there are no such 
quotations or valuations are valued at fair value as determined in good faith 
by or at the direction of the Trustees. 

Foreign Currency Translation - Investment valuations, other assets, and 
liabilities initially expressed in foreign currencies are converted each 
business day into U.S. dollars based upon current exchange rates. 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. 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 income and expenses are 
recorded for financial statement purposes as foreign currency transaction 
gains and losses. That portion of both 

                                      21 
<PAGE> 

Notes to Financial Statements - continued 

realized and unrealized gains and losses on investments that result from 
fluctuations in foreign currency exchange rates is not separately disclosed. 

Investment Transactions and Income - Investment transactions are recorded on 
the trade date. Interest income is recorded on the accrual basis. All premium 
and original issue discount are amortized or accreted for financial statement 
and tax reporting purposes as required by federal income tax regulations. 
Dividend income is recorded on the ex-dividend date for dividends received in 
cash. Dividend and interest payments received in additional securities are 
recorded on the ex-dividend or ex-interest date in an amount equal to the 
value of the security on such date. 

Fees Paid Indirectly - The Fund's custodian bank calculates its fee based on 
the Fund's average daily net assets. This fee is reduced according to an 
expense offset arrangement with State Street Bank, the dividend disbursing 
agent, which provides for partial reimbursement of custody fees based on a 
formula developed to measure the value of cash deposited by the Fund with the 
custodian and with the dividend disbursing agent. This amount is shown as a 
reduction of expenses on the Statement of Operations. 

Tax Matters and Distributions - The Fund's policy is to comply with the 
provisions of the Internal Revenue Code (the Code) applicable to regulated 
investment companies and to distribute to shareholders all of its taxable 
income, including any net realized gain on investments. Accordingly, no 
provision for federal income or excise tax is provided. The Fund files a tax 
return annually using tax accounting methods required under provisions of the 
Code which may differ from generally accepted accounting principles, the 
basis on which these financial statements are prepared. Accordingly, the 
amount of net investment income and net realized gain reported on these 
financial statements may differ from that reported on the Fund's tax return 
and, consequently, the character of distributions to shareholders reported in 
the financial highlights may differ from that reported to shareholders on 
Form 1099-DIV. 

Foreign taxes have been provided for on interest and dividend income earned 
on foreign investments in accordance with the applicable country's tax rates 
and to the extent unrecoverable are recorded as a reduction of investment 
income. Distributions to shareholders are recorded on the ex-dividend date. 

The Fund distinguishes between distributions on a tax basis and a financial 
reporting basis and requires that only distributions in excess of tax basis 
earnings and profits are reported in the financial statements as a tax return 
of capital. Differences in the recognition or classification of income 
between the financial statements and tax earnings and profits which result in 
temporary over-distributions for financial statement purposes, are classified 
as distributions in excess of net investment income or accumulated net 
realized gains. During the year ended September 30, 1996, $155,240 was 
reclassified 

                                      22 
<PAGE> 

Notes to Financial Statements - continued 

to accumulated undistributed net investment income from accumulated net 
realized gain on investments due to differences between book and tax 
accounting for currency transactions. This change had no effect on the net 
assets or net asset value per share. 

Multiple Classes of Shares of Beneficial Interest - The Fund offers Class A, 
Class B, and Class C shares. The three classes of shares differ in their 
respective shareholder servicing agent, and distribution and service fees. 
All shareholders bear the common expenses of the Fund pro rata based on the 
average daily net assets of each class, without distinction between share 
classes. Dividends are declared separately for each class. No class has 
preferential dividend rights; differences in per share dividend rates are 
generally due to differences in separate class expenses. 

(3) Transactions with Affiliates 
Investment Adviser - The Fund has an investment advisory agreement with 
Massachusetts Financial Services Company (MFS) to provide overall investment 
advisory and administrative services, and general office facilities. The 
management fee is computed and paid monthly at an effective annual rate of 
0.31% of average daily net assets and 4.03% of investment income. 

The Fund pays no compensation directly to its Trustees who are officers of 
the investment adviser, or to officers of the Fund, all of whom receive 
remuneration for their services to the Fund from MFS. Certain of the officers 
and Trustees of the Fund are officers or directors of MFS, MFS Fund 
Distributors, Inc. (MFD), and MFS Service Center, Inc. (MFSC). The Fund has 
an unfunded defined benefit plan for all its independent Trustees and Mr. 
Bailey. Included in Trustees' compensation is a net periodic pension expense 
of $16,939 for the year ended September 30, 1996. 

Distributor - MFD, a wholly owned subsidiary of MFS, as distributor, received 
$1,332,269 for the year ended September 30, 1996, as its portion of the sales 
charge on sales of Class A shares of the Fund. 

The Trustees have adopted separate distribution plans for Class A, Class B 
and Class C shares pursuant to Rule 12b-1 of the Investment Company Act of 
1940 as follows: 

The Class A distribution plan provides that the Fund will pay MFD up to 0.35% 
per annum of its average daily net assets attributable to Class A shares in 
order that MFD may pay expenses on behalf of the Fund related to the 
distribution and servicing of its shares. These expenses include a service 
fee to each securities dealer who enters into a sales agreement with MFD of 
up to 0.25% per annum of the Fund's average daily net assets attributable to 
Class A shares which are attributable to that securities dealer, a 
distribution fee to MFD of up to 0.10% per annum of the Fund's average daily 
net assets attributable to Class A shares, commissions to dealers and 
payments to MFD 

                                      23 
<PAGE> 

Notes to Financial Statements - continued 

wholesalers for sales at or above a certain dollar level, and other such 
distribution-related expenses that are approved by the Fund. MFD retains the 
service fee for accounts not attributable to a securities dealer which 
amounted to $324,818 for the year ended September 30, 1996. Fees incurred 
under the distribution plan during the year ended September 30, 1996 were 
0.25% of average daily net assets attributable to Class A shares on an 
annualized basis. 

The Class B and Class C distribution plans provide that the Fund will pay MFD 
a distribution fee of 0.75% per annum, and a service fee of up to 0.25% per 
annum, of the Fund's average daily net assets attributable to Class B and 
Class C shares. MFD will pay to securities dealers who enter into a sales 
agreement with MFD all or a portion of the service fee attributable to Class 
B and Class C shares, and will pay to such securities dealers all of the 
distribution fee attributable to Class C shares. The service fee is intended 
to be additional consideration for services rendered by the dealer with 
respect to Class B and Class C shares. MFD retains the service fee for 
accounts not attributable to a securities dealer, which amounted to $28,216 
and $29,789 for Class B and Class C shares, respectively, for the year ended 
September 30, 1996. Fees incurred under the distribution plans during the 
year ended September 30, 1996 were 1.00% of average daily net assets 
attributable to Class B and Class C shares on an annualized basis. 

Purchases over $1 million of Class A shares are subject to a contingent 
deferred sales charge in the event of a shareholder redemption within 12 
months following such purchase. A contingent deferred sales charge is imposed 
on shareholder redemptions of Class B shares in the event of a shareholder 
redemption within six years of purchase. A contingent deferred sales charge 
is imposed on shareholder redemptions of Class C shares in the event of a 
shareholder redemption within 12 months of purchases made on or after April 
1, 1996. MFD receives all contingent deferred sales charges. Contingent 
deferred sales charges imposed during the year ended September 30, 1996 were 
$3,234, $407,275, and $6,647 for Class A, Class B, and Class C shares, 
respectively. 

Shareholder Servicing Agent - MFSC, a wholly owned subsidiary of MFS, earns a 
fee for its services as shareholder servicing agent. The fee is calculated as 
a percentage of the average daily net assets of each class of shares at an 
effective annual rate of up to 0.15%, up to 0.22%, and up to 0.15% 
attributable to Class A, Class B, and Class C shares, respectively. 

(4) Portfolio Securities 
Purchases and sales of investments, other than U.S. government securities, 
purchased option transactions and short-term obligations, aggregated 
$1,666,170,520 and $889,942,490, respectively. 

                                      24 
<PAGE> 

Notes to Financial Statements - continued 

The cost and unrealized appreciation or depreciation in value of the 
investments owned by the Fund, as computed on a federal income tax basis, are 
as follows: 

Aggregate cost                   $1,484,842,215 
                                 -------------- 
Gross unrealized appreciation    $  310,134,357 
Gross unrealized depreciation       (38,256,682) 
                                 -------------- 
  Net unrealized appreciation    $  271,877,675 
                                 -------------- 

(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 (without par 
value). Transactions in Fund shares were as follows: 

<TABLE>
<CAPTION>
Class A Shares                      Year Ended                       Year Ended 
                                    September 30, 1996               September 30, 1995 
                                    ------------------------------   ----------------------------
                                          Shares            Amount        Shares           Amount
=================================================================================================
<S>                                  <C>             <C>              <C>            <C>
Shares sold                           28,748,439     $ 487,826,641    12,798,218     $172,943,634
Shares issued to shareholders in 
  reinvestment of distributions        1,940,972        30,104,947       119,182        1,423,980
Shares reacquired                    (10,737,215)     (180,437,578)   (5,659,542)     (74,912,826)
                                     -----------     -------------     ---------     ------------
 Net increase                         19,952,196     $ 337,494,010     7,257,858     $ 99,454,788
                                     -----------     -------------     ---------     ------------

Class B Shares                      Year Ended                       Year Ended 
                                    September 30, 1996               September 30, 1995 
                                    ------------------------------   ----------------------------
                                          Shares            Amount        Shares           Amount
=================================================================================================
Shares sold                           29,925,009     $ 502,583,896    11,678,569     $158,403,133
Shares issued to shareholders in 
  reinvestment of distributions          788,392        12,070,744        11,368          135,681
Shares reacquired                     (4,869,789)      (81,458,430)   (2,178,275)     (29,569,820)
                                     -----------     -------------     ---------     ------------
 Net increase                         25,843,612     $ 433,196,210     9,511,662     $128,968,994
                                     -----------     -------------     ---------     ------------

Class C Shares                      Year Ended                       Year Ended 
                                    September 30, 1996               September 30, 1995 
                                    ------------------------------   ----------------------------
                                          Shares            Amount        Shares           Amount
=================================================================================================
Shares sold                            6,609,234     $ 111,382,136     1,642,158     $ 22,526,215
Shares issued to shareholders in 
  reinvestment of distributions           99,391         1,523,677         1,007           11,972
Shares reacquired                       (910,720)      (15,126,639)     (359,369)      (4,889,399)
                                     -----------     -------------     ---------     ------------
 Net increase                          5,797,905     $  97,779,174     1,283,796     $ 17,648,788
                                     -----------     -------------     ---------     ------------
</TABLE>

(6) Line of Credit 
The Fund entered into an agreement which enables it to participate with other 
funds managed by MFS in an unsecured line of credit with a bank which permits 
borrowings up to $350 million, collectively. Borrowings may be made to 
temporarily finance the repurchase of Fund shares. Interest is charged to the 

                                      25 
<PAGE> 

Notes to Financial Statements - continued 

Fund, based on its borrowings, at a rate equal to the bank's base rate. In 
addition, a commitment fee, based on the average daily unused portion of the 
line of credit, is allocated among the participating classes at the end of 
each quarter. The commitment fee allocated to the Fund for the year ended 
September 30, 1996 was $12,970. 

(7) Restricted Securities 
The Fund may invest not more than 10% of its net assets in securities which 
are subject to legal or contractual restrictions on resale. At September 30, 
1996, the Fund owned the following restricted security (constituting 0.68% of 
net assets) which may not be publicly sold without registration under the 
Securities Act of 1933. The Fund does not have the right to demand that such 
security be registered. The value of this security is determined by 
valuations supplied by a pricing service or brokers or, if not available, in 
good faith by or at the direction of the Trustees. 

                           Date of        Share 
      Description      Acquisition       Amount           Cost          Value 
- -----------------------------------------------------------------------------
Jarvis Hotels PLC   6/21/96-9/26/96   4,938,595    $13,369,991    $12,127,397
                                                                  -----------

                                      26 
<PAGE> 

Independent Auditors' Report 

To the Trustees of MFS Series Trust V and Shareholders of MFS Research Fund: 

We have audited the accompanying statement of assets and liabilities, 
including the portfolio of investments, of MFS Research Fund (one of the 
series constituting MFS Series Trust V) as of September 30, 1996, the related 
statement of operations for the year then ended, the statement of changes in 
net assets for the years ended September 30, 1996 and 1995, and the financial 
highlights for each of the years in the ten-year period ended September 30, 
1996. These financial statements and financial highlights are the 
responsibility of the Fund's management. Our responsibility is to express an 
opinion on these financial statements and financial highlights based on our 
audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of the 
securities owned at September 30, 1996 by correspondence with the custodian 
and brokers; where replies were not received from brokers, we performed other 
auditing procedures. An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation. We believe that our 
audits provide a reasonable basis for our opinion. 

In our opinion, such financial statements and financial highlights present 
fairly, in all material respects, the financial position of MFS Research Fund 
at September 30, 1996, the results of its operations, the changes in its net 
assets, and its financial highlights for the respective stated periods in 
conformity with generally accepted accounting principles. 

DELOITTE & TOUCHE llp 
Boston, Massachusetts 
November 1, 1996 

         --------------------------------------------------------------
This 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. 

                                      27 

<PAGE>


The MFS Family of Funds(R) 
America's Oldest Mutual Fund Group 

The members of the MFS Family of Funds are grouped below according to the types
of securities in their portfolios. For free prospectuses containing more
complete information, including the exchange privilege and all charges and
expenses, please contact your financial adviser or call MFS at 1-800-637-2929
any business day from 9 a.m. to 5 p.m. Eastern time (or leave a message
anytime). This material should be read carefully before investing or sending
money.

Stock 
- -----------------------------------------------------
Massachusetts Investors Trust 
Massachusetts Investors Growth Stock Fund 
MFS(R) Capital Growth Fund 
MFS(R) Emerging Growth Fund 
MFS(R) Gold & Natural Resources Fund 
MFS(R) Growth Opportunities Fund 
MFS(R) Managed Sectors Fund 
MFS(R) OTC Fund 
MFS(R) Research Fund 
MFS(R) Value Fund 

Stock and Bond 
- -----------------------------------------------------
MFS(R) Total Return Fund 
MFS(R) Utilities Fund 

Bond 
- -----------------------------------------------------
MFS(R) Bond Fund 
MFS(R) Government Mortgage Fund 
MFS(R) Government Securities Fund 
MFS(R) High Income Fund 
MFS(R) Intermediate Income Fund 
MFS(R) Strategic Income Fund 

Limited Maturity Bond 
- -----------------------------------------------------
MFS(R) Government Limited Maturity Fund 
MFS(R) Limited Maturity Fund 
MFS(R) Municipal Limited Maturity Fund 

World 
- -----------------------------------------------------
MFS(R)/Foreign & Colonial Emerging Markets Equity Fund 
MFS(R)/Foreign & Colonial International Growth Fund 
MFS(R)/Foreign & Colonial International Growth and Income Fund 
MFS(R) World Asset Allocation FundSM 
MFS(R) World Equity Fund 
MFS(R) World Governments Fund 
MFS(R) World Growth Fund 
MFS(R) World Total Return Fund 

National Tax-Free Bond 
- -----------------------------------------------------
MFS(R) Municipal Bond Fund 
MFS(R) Municipal High Income Fund 
MFS(R) Municipal Income Fund 

State Tax-Free Bond 
- -----------------------------------------------------
Alabama, Arkansas, California, Florida, Georgia, 
Maryland, Massachusetts, Mississippi, New York, North 
Carolina, Pennsylvania, South Carolina, Tennessee, 
Virginia, West Virginia 

Money Market 
- -----------------------------------------------------
MFS(R) Cash Reserve Fund 
MFS(R) Government Money Market Fund 
MFS(R) Money Market Fund 

                                       28

<PAGE> 

MFS(R) Research Fund 

Trustees 
A. Keith Brodkin* - Chairman and President 

Richard B. Bailey* - Private Investor; 
Former Chairman and Director (until 1991), 
Massachusetts Financial Services Company; 
Director, Cambridge Bancorp; Director, 
Cambridge Trust Company 

Peter G. Harwood - Private Investor 

J. Atwood Ives - Chairman and Chief Executive 
Officer, Eastern Enterprises 

Lawrence T. Perera - Partner, 
Hemenway & Barnes 

William J. Poorvu - Adjunct Professor, 
Harvard University Graduate School of 
Business Administration 

Charles W. Schmidt - Private Investor 

Arnold D. Scott* - Senior Executive 
Vice President, Director and Secretary, 
Massachusetts Financial Services Company 

Jeffrey L. Shames* - President and Director, 
Massachusetts Financial Services Company 

Elaine R. Smith - Independent Consultant 

David B. Stone - Chairman, North American 
Management Corp. (investment advisers) 

Investment Adviser 
Massachusetts Financial Services Company 
500 Boylston Street 
Boston, MA 02116-3741 

Distributor 
MFS Fund Distributors, Inc. 
500 Boylston Street 
Boston, MA 02116-3741 

Director of Research 
Kevin R. Parke* 

Treasurer 
W. Thomas London* 

Assistant Treasurer 
James O. Yost* 

Secretary 
Stephen E. Cavan* 

Assistant Secretary 
James R. Bordewick, Jr.* 

Auditors 
Deloitte & Touche LLP 

*Affiliated with the Investment Adviser 

Custodian 
State Street Bank and Trust Company 

Investor Information 
For MFS stock and bond market outlooks, 
call toll free: 1-800-637-4458 anytime 
from a touch-tone telephone. 

For information on MFS mutual funds, call 
your financial adviser or, for an information 
kit, call toll free: 1-800-637-2929 any 
business day from 9 a.m. to 5 p.m. Eastern 
time (or leave a message anytime). 

Investor Service 
MFS Service Center, Inc. 
P.O. Box 2281 
Boston, MA 02107-9906 

For current account service, call toll free: 
1-800-225-2606 any business day from 
8 a.m. to 8 p.m. Eastern time. 

For service to speech- or hearing-impaired, 
call toll free: 1-800-637-6576 any business 
day from 9 a.m. to 5 p.m. Eastern time. 
(To use this service, your phone must be 
equipped with a Telecommunications Device 
for the Deaf.) 

For share prices, account balances, and 
exchanges, call toll free: 1-800-MFS-TALK 
(1-800-637-8255) anytime from a touch-tone 
telephone. 

Web Site 
http://www.mfs.com 

- --------------------------------------------------------------------------------


[DALBAR             For the third year in a row, MFS earned a #1 ranking in the
 LOGO]              DALBAR, Inc. Broker/Dealer Survey, Main Office Operations
                    Service Quality Category. The firm achieved a 3.48 overall
                    score on a scale of 1 to 4 in the 1996 survey. A total of
                    110 firms responded, offering input on the quality of
                    service they received from 29 mutual fund companies
                    nationwide. The survey contained questions about service
                    quality in 15 categories, including "knowledge of phone
                    service contacts," "accuracy of transaction processing," and
                    "overall ease of doing business with the firm."


- --------------------------------------------------------------------------------

                                      29 

<PAGE>

- --------------------------------------------------------------------------------


                                                             -------------
MFS(R)                             [DALBAR                   Bulk Rate
Research                            LOGO]                    U.S. Postage
Fund                                                         P A I D
                                                             Permit #55638
500 Boylston Street                                          Boston, MA
Boston, MA 02116                                             -------------


[MFS INVESTMENT MANAGEMENT LOGO]



(C)1996 MFS Fund Distributors, Inc., 500 Boylston Street, Boston, MA 02116


MFR-2-11/96 170.5M  14/214/314


- --------------------------------------------------------------------------------



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