<PAGE> 1
May 22, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for MFS Municipal Series Trust
(File Nos.: 811-4096, 2-92915)
Ladies and Gentlemen:
Enclosed on behalf of the Trust for filing pursuant to Rule 24f-2(b)(1)
under the Investment Company Act of 1940 are the following:
1. One copy of the Trust's Rule 24f-2 Notice with respect to its
fiscal year ended March 31, 1995.
2. One copy of an opinion of counsel as required by Rule 24f-2(b)(1).
3. No fee is payable under Rule 24f-2 in connection with this
filing.
Please contact me collect at 617-954-5827 should you have any questions
concerning this Notice.
Very truly yours,
/S/ MARK D. KAPLAN
--------------------------
Mark D. Kaplan
Regulatory Affairs Manager
Enclosures:
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RULE 24F-2 NOTICE FOR MFS MUNICIPAL SERIES TRUST
(FILE NOS. 811-4096, 2-92915)
The following information is filed pursuant to Rule 24f-2(b)(1) under the
Investment Company Act of 1940:
(i) The fiscal year for which this Notice is filed -- March 31, 1995;
(ii) The number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2, but which remained unsold at the beginning of
such fiscal year -- 0;
(iii) The number or amount of securities, if any, registered during
such fiscal year, other than pursuant to Rule 24f-2 -- 0;
(iv) The number or amount of securities sold during such fiscal year
-- 64,758,876; and
(v) The number or amount of securities sold during such fiscal year in
reliance upon the Declaration of the registration of an indefinite amount
of securities under Rule 24f-2 -- 64,758,876.
IN WITNESS WHEREOF, I have hereunto signed my name this 22nd day of May,
1995.
MFS MUNICIPAL SERIES TRUST
By: /s/ JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
Assistant Secretary
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Page 2
*The basis for the calculation of the fee specified in Rule 24f-2(c) is as
follows:
<TABLE>
<S> <C> <C>
The actual aggregate sale price for Shares sold pursuant to Rule
24f-2 during the Trust's fiscal year ended March 31, 1995 $ 578,747,308
Less: The difference between the actual aggregate redemption
price for Shares redeemed during such fiscal year, and $801,571,995
The actual aggregate redemption price for Shares previously
applied by the Trust pursuant to Rule 24e-2(a) 0
------------
$(801,571,995)
-------------
$(222,824,687)
</TABLE>
cc: Msses: McCarthy
Wallace
<PAGE> 4
May 22, 1995
500 Boylston Street
Boston, MA 02116
Re: Rule 24f-2 Opinion
Gentlemen:
I am Vice President and Associate General Counsel of Massachusetts
Financial Services Company, which serves as investment adviser to MFS Municipal
Series Trust (the "Trust"), and the Assistant Secretary of the Trust. I am
admitted to practice law in The Commonwealth of Massachusetts. The Trust was
created under a written Declaration of Trust dated August 23, 1984, and
executed and delivered in Boston, Massachusetts, as amended and restated
February 3, 1995 (the "Declaration of Trust"). The beneficial interest
thereunder is represented by transferable shares without par value. The
Trustees have the powers set forth in the Declaration of Trust, subject to the
terms, provisions and conditions therein provided.
I am of the opinion that the legal requirements have been complied with in
the creation of the Trust, and that said Declaration of Trust is legal and
valid.
Under Article III, Section 3.4 and Article VI, Section 6.4 of the
Declaration of Trust, the Trustees are empowered, in their discretion, from time
to time to issue shares of the Trust for such amount and type of consideration,
at such time or times and on such terms as the Trustees may deem best. Under
Article VI, Section 6.1, it is provided that the number of shares of beneficial
interest authorized to be issued under the Declaration of Trust is unlimited.
By vote adopted on February 2, 1995, the Trustees of the Trust
determined to sell to the public the authorized but unissued shares of
beneficial interest of the Trust for cash at a price which will net the Trust
(before taxes) not less than the net asset value thereof, as defined in the
Trust's By-Laws, determined next after the sale is made or at some later time
after such sale.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Trust
has registered an indefinite number of shares of beneficial interest under the
Securities Act of 1933.
The Trust is about to file a notice pursuant to Rule 24f-2 making definite
the registration of 64,758,876 shares of beneficial interest of the Trust (the
"Shares") sold in reliance upon said Rule 24f-2 during the fiscal year ending
March 31, 1995.
I have examined a certificate of the Treasurer of the Trust to the effect
that the Trust received the cash consideration for each of the Shares in
accordance with the terms of the February 2, 1995 vote of the Trustees
described above.
I am of the opinion that all necessary Trust action precedent to the issue
of all the authorized but unissued shares of beneficial interest of the Trust,
including the Shares, has been duly taken, and that all the Shares were legally
and validly issued, and are fully paid and non-assessable, except as described
below. I express no opinion as to compliance with the Securities Act of 1933,
the Investment Company Act of 1940, or applicable state "Blue Sky" or
securities laws in connection with the sale of the Shares.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Trust
or the Trustees. The Declaration of Trust provides for indemnification out of
the Trust property for all loss and expense of any shareholder held personally
liable for the obligations of the Trust. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its obligations.
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I consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above.
Very truly yours,
/s/ JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
