<PAGE>
As filed with the Securities and Exchange Commission on October 12, 2000
1933 Act File No. 2-92915
1940 Act File No. 811-4096
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 35
AND REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 36
MFS(R) MUNICIPAL SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
500 Boylston Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (617) 954-5000
Stephen E. Cavan, Massachusetts Financial Services Company,
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box)
|_| immediately upon filing pursuant to paragraph (b)
|_| on [date] pursuant to paragraph (b)
|X| 60 days after filing pursuant to paragraph (a)(i)
|_| on [date] pursuant to paragraph (a)(i)
|_| 75 days after filing pursuant to paragraph (a)(ii)
|_| on [date] pursuant to paragraph (a)(ii) of rule 485
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
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<PAGE>
MFS(R) NEW YORK MUNICIPAL BOND FUND
SUPPLEMENT DATED JANUARY 1, 2001 TO THE CURRENT PROSPECTUS
This Supplement describes the fund's class C shares, and it supplements
certain information in the fund's current Prospectus. The caption headings
used in this Supplement correspond with the caption headings used in the
Prospectus.
1. RISK RETURN SUMMARY
PERFORMANCE TABLE. The Performance Table is not included because the fund's
class C shares has not had a full calendar year of investment operations.
2. EXPENSE SUMMARY
EXPENSE TABLE
The "Expense Table" describes the fees and expenses that you may pay when you
buy, redeem and hold shares of the fund. The table is supplemented as follows:
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS C
-------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) ........................... None
Maximum Deferred Sales Charge (Load) (as a percentage of original
purchase price or redemption proceeds, whichever is less) ..... 1.00%
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------
Management Fees ................................................. 0.55%
Distribution and Service (12b-1) Fees(1) ........................ 1.00%
Other Expenses(2) ............................................... 0.23%
------
Total Annual Fund Operating Expenses ............................ 1.78%
Fee Waiver(3) ................................................... (0.20)%
------
Net Expenses .................................................... 1.58%
----------
(1) The fund adopted a distribution plan under Rule 12b-1 that permits it to
pay marketing and other fees to support the sale and distribution of class
C shares and the services provided to you by your financial adviser
(referred to as distribution and service fees).
(2) The fund has an expense offset arrangement which reduces the fund's
custodian fee based upon the amount of cash maintained by the fund with
its custodian and dividend disbursing agent. The fund may enter into other
similar arrangements and directed brokerage arrangements, which would also
have the effect of reducing the fund's expenses. "Other Expenses" do not
take into account these expense reductions. Had these expense reductions
been taken into account, "Total Annual Fund Operating Expenses" would be
1.56%.
(3) MFS has contractually agreed to waive its right to receive the management
fee to a maximum of 0.35% annually of the fund's average daily net assets.
EXAMPLE OF EXPENSES
The "Example of Expenses" table is intended to help you compare the cost of
investing in the fund with the cost of investing in other mutual funds. The
examples assume that:
o You invest $10,000 in the fund for the time periods indicated and you redeem
your shares at the end of the time periods;
o Your investment has a 5% return each year and dividends and other
distributions are reinvested; and
o The fund's operating expenses remain the same;
The table is supplemented as follows, except that the fund's total operating
expenses are assumed to be the fund's "Net Expenses" for the first year, and
the fund's "Total Annual Operating Expenses" for subsequent years.
SHARE CLASS YEAR 1 YEAR 3
------------------------------------------------------------------------------
Class C shares
Assuming redemption at end of period 161 541
Assuming no redemption 264 541
3. DESCRIPTION OF SHARE CLASSES
The "Description of Share Classes" is supplemented as follows:
The fund offers three classes of shares, each bearing different sales charges
and distribution fee arrangements. Class A and class B are described in the
Prospectus and Statement of Additional Information, and class C shares are
described below.
CLASS C SHARES
You may purchase class C shares at net asset value without an initial sales
charge, but if you redeem your shares within the first year you may be subject
to a CDSC of 1.00%. Class C shares have annual distribution and service fees
up to a maximum of 1.00% of net assets annually. Class C shares do not convert
to any other class of shares of the fund.
CALCULATION OF CDSC
As discussed above, certain investments in class C shares will be subject to a
CDSC.
Purchases of class C shares made on any day during a calendar month will
age one year at the close of business on the last day of that month in the
following calendar year, and each subsequent year.
No CDSC is assessed on the value of your account represented by
appreciation or additional shares acquired through the automatic reinvestment
of dividends or capital gain distributions. Therefore, when you redeem your
shares, only the value of the shares in excess of these amounts (i.e., your
direct investment) is subject to a CDSC.
The CDSC will be applied in a manner that results in the CDSC being
imposed at the lowest possible rate, which means that the CDSC will be applied
against the lesser of your direct investment or the total cost of your shares.
The applicability of a CDSC will not be affected by exchanges or transfers of
registration, except as described in the SAI.
DISTRIBUTION AND SERVICE FEES
The fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of class C shares and the
services provided to you by your financial adviser. These annual distribution
and service fees may equal up to 1.00% for class C shares (a 0.75%
distribution fee and a 0.25% service fee) and are paid out of the assets of
this class. Over time, these fees will increase the cost of your shares and
may cost you more than paying other types of sales charges.
4. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES
The discussion of "How to Purchase, Exchange and Redeem Shares" is
supplemented as follows:
You may purchase, exchange and redeem class C shares of the fund in the
manner described in the prospectus. In addition, you may be eligible to
participate in certain investor services and programs to purchase, exchange
and redeem these classes of shares, which are described below and in the
prospectus under the caption "Investor Services and Programs."
The maximum investment in class C shares is $1,000,000 per transaction.
Class C shares are not available for purchase by any retirement plan qualified
under Section 401}a{ or 403}b{ of the Internal Revenue Code if the plan or its
sponsor subscribes to certain recordkeeping services made available by MFSC,
such as the MFS Corporate Plan Services 401}k{ Plan.
5. INVESTOR SERVICES AND PROGRAMS
The discussion of Purchase and Redemption Programs is supplemented as follows:
As a shareholder of class C shares, you have available to you a number of
services and investment programs as described in the Prospectus under this
caption. Some of these services and programs may not be available to you if
your shares are held in the name of your financial adviser or if your
investment in the fund is made through a retirement plan.
The discussion about shareholder services and investment programs under
"Purchase and Redemption Programs" applies to class C shares, except that the
letter of intent and right of accumulation programs are only available to
class A shareholders. In addition, the information under "Systematic
Withdrawal Plan" is supplemented as follows:
FOR THE SYSTEMATIC WITHDRAWAL PLAN
For class C shares, you can receive up to 10% (15% for certain IRA
distributions) of the value of your account through these payments in any one
year (measured at the time you establish this plan). You will incur no CDSC on
class C shares redeemed under this plan.
THE DATE OF THIS SUPPLEMENT IS JANUARY 1, 2001
<PAGE>
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MFS MUNICIPAL SERIES TRUST
MFS(R) NEW YORK HIGH INCOME TAX FREE FUND
PART C
ITEM 23. EXHIBITS
1 (a) Amended and Restated Declaration of Trust, dated February 3,
1995. (1)
(b) Amendment to Declaration of Trust, dated April 29, 1999 to add
two new series. (11)
(c) Form of Certification of Amendment to Declaration of Trust -
Establishment and Designation of Class; filed herewith.
2 Amended and Restated By-Laws, dated December 14, 1994. (1)
3 Form of Share Certificate for Class A, B and C Shares. (3)
4 (a) Investment Advisory Agreement, dated August 24, 1984 for
all series other than Arkansas, California, Florida,
Louisiana*, Mississippi, Pennsylvania, Texas*, Washington*,
and MFS Municipal Income Fund. (3)
(b) Investment Advisory Agreement, dated February 1, 1992, for the
MFS Arkansas Municipal Bond Fund. (3)
(c) Investment Advisory Agreement, dated February 1, 1992, for the
MFS Florida Municipal Bond Fund. (3)
(d) Investment Advisory Agreement, dated February 1, 1992, for the
MFS Texas Municipal Bond Fund*. (3)
(e) Investment Advisory Agreement, dated August 1, 1992, for the
MFS Mississippi Municipal Bond Fund. (3)
(f) Investment Advisory Agreement, dated August 1, 1992, for the
MFS Washington Municipal Bond Fund*. (3)
(g) Investment Advisory Agreement, dated February 1, 1993, for MFS
Louisiana Municipal Bond Fund*. (3)
---------------------------
*No longer in existence
(h) Investment Advisory Agreement, dated February 1, 1993, for MFS
Pennsylvania Municipal Bond Fund. (3)
(i) Investment Advisory Agreement, dated September 1, 1993, for
MFS California Municipal Bond Fund. (3)
(j) Investment Advisory Agreement, dated September 1, 1993, for
the MFS Municipal Income Fund. (3)
(k) Investment Advisory Agreement, dated July 30, 1999, for the
MFS New York High Income Tax Free Fund. (12)
(l) Investment Advisory Agreement, dated July 30, 1999, for the
MFS Massachusetts High Income Tax Free Fund. (12)
5 (a) Amended and Restated Distribution Agreement for the MFS
Municipal Series Trust, dated January 1, 1995. (1)
(b) Dealer Agreement between MFS Fund Distributors, Inc. ("MFD")
and a dealer and the Mutual Fund Agreement between MFS and a
bank effective November 29, 1999. (6)
6 Retirement Plan for Non-Interested Person Trustees, as amended
and restated February 10, 1999. (7)
7 (a) Custodian Agreement, dated June 15, 1988. (3)
(b) Amendment to Custodian Agreement, dated June 15, 1988. (3)
(c) Amendment to Custodian Agreement, dated August 9, 1989. (3)
(d) Amendment to Custodian Agreement, dated October 1, 1989. (3)
(e) Amendment No. 3 to the Custodian Agreement, dated October 9,
1991. (3)
8 (a) Shareholder Servicing Agent Agreement, dated August 1, 1985.
(3)
(b) Amendment to Shareholder Servicing Agent Agreement, dated
April 1, 1999. (11)
(c) Exchange Privilege Agreement, dated July 30, 1997. (3)
(d) Master Administrative Services Agreement dated March 1, 1997,
as amended and restated April 1, 1999. (9)
(e) Dividend Disbursing Agency Agreement, dated February 1, 1986.
(3)
9 (a) Opinion and Consent of Counsel, dated June 30, 1998. (10)
(b) Legal Opinion Consent, dated October 10, 2000; filed herewith.
10 Consent of Deloitte & Touche LLP. (12)
11 Not Applicable.
12 Not Applicable.
13 (a) Amended and Restated Master Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 effective
December 8, 1999. (8)
(b) Exhibits as revised October 11, 2000, to Master Distribution
Plan pursuant to Rule 12b-1 under the Investment Company Act
of 1940; filed herewith.
14 Not Applicable.
15 Plan pursuant to Rule 18f-3(d) under the Investment Company
Act of 1940 amended and restated July 30, 1998 (Exhibit A
dated April 12, 2000). (5)
16 Code of Ethics for the fund pursuant to Rule 17j-1 under the
Investment Company Act of 1940. (4)
Power of Attorney, dated August 9, 2000; filed herewith.
------------------
(1) Incorporated by reference to Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A filed with the SEC via EDGAR on
February 22, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 27 to the
Registration Statement on Form N-1A filed with the SEC via EDGAR on May 31,
1995.
(3) Incorporated by reference to Post-Effective Amendment No. 28 to the
Registration Statement on Form N-1A filed with the SEC via EDGAR on July
28, 1995.
(4) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 40 filed with the SEC via EDGAR on
August 28, 2000.
(5) Incorporated by reference to MFS Government Limited Maturity Fund (File
Nos. 2-96738 and 811-4253) Post-Effective Amendment No. 21 filed with the
SEC via EDGAR on April 28, 2000.
(6) Incorporated by reference to MFS Series Trust V (File Nos. 2-38613 and
81-2031) Post-Effective Amendment No. 48 filed with the SEC via EDGAR on
November 29, 1999.
(7) Incorporated by reference to MFS Government Limited Maturity Fund (File
Nos. 2-96738 and 811-4253) Post-Effective Amendment No. 20 filed with the
SEC via EDGAR on February 26, 1999.
(8) Incorporated by reference to MFS Series Trust VI (File Nos. 33-34502 and
811-6102) Post-Effective Amendment No. 15 filed with the SEC via EDGAR on
February 28, 2000
(9) Incorporated by reference to MFS Series Trust III (File Nos. 2-60491 and
811-2794) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on
March 31, 1999.
(10) Incorporated by reference to Registrant's Post-Effective Amendment No. 32
filed with the SEC via EDGAR on July 20, 1998.
(11) Incorporated by reference to Registrant's Post-Effective Amendment No. 33
filed with the SEC via EDGAR on May 14, 1999.
(12) Incorporated by reference to the Registrant's Post-Effective Amendment No.
34 filed with the SEC via EDGAR on July 28, 2000
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 25. INDEMNIFICATION
Reference is hereby made to (a) Article V of Registrant's Declaration
of Trust, filed as an Exhibit to Post-Effective Amendment No. 26 to its
Registration Statement; (b) Section 4 of the Distribution Agreement between
Registrant and MFS Fund Distributors, Inc., filed as an Exhibit to
Post-Effective Amendment No. 26; and (c) the undertaking of the Registrant
regarding indemnification set forth in its Registration Statement as initially
filed.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser and distributor will be insured under an errors
and omissions liability insurance policy. The Registrant and its officers are
also insured under the fidelity bond required by Rule 17g-1 under the Investment
Company Act of 1940 as amended.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds (except the Vertex Funds mentioned below):
Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS
Growth Opportunities Fund, MFS Government Securities Fund, MFS Government
Limited Maturity Fund, MFS Series Trust I (which has ten series: MFS Managed
Sectors Fund, MFS Cash Reserve Fund, MFS Global Asset Allocation Fund, MFS
Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth
Fund, MFS Equity Income Fund, MFS New Discovery Fund, MFS Science and Technology
Fund and MFS Research International Fund), MFS Series Trust II (which has four
series: MFS Emerging Growth Fund, MFS Large Cap Growth Fund, MFS Intermediate
Income Fund and MFS Charter Income Fund), MFS Series Trust III (which has three
series: MFS High Income Fund, MFS Municipal High Income Fund and MFS High Yield
Opportunities Fund), MFS Series Trust IV (which has four series: MFS Money
Market Fund, MFS Government Money Market Fund, MFS Municipal Bond Fund and MFS
Mid Cap Growth Fund), MFS Series Trust V (which has five series: MFS Total
Return Fund, MFS Research Fund, MFS International Opportunities Fund, MFS
International Strategic Growth Fund and MFS International Value Fund), MFS
Series Trust VI (which has three series: MFS Global Total Return Fund, MFS
Utilities Fund and MFS Global Equity Fund), MFS Series Trust VII (which has two
series: MFS Global Governments Fund and MFS Capital Opportunities Fund), MFS
Series Trust VIII (which has two series: MFS Strategic Income Fund and MFS
Global Growth Fund), MFS Series Trust IX (which has eight series: MFS Bond Fund,
MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, MFS Research
Bond Fund, MFS Intermediate Investment Grade Bond Fund, MFS Mid Cap Value Fund,
MFS Large Cap Value Fund and MFS High Quality Bond Fund), MFS Series Trust X
(which has ten series: MFS Government Mortgage Fund, MFS Emerging Markets Equity
Fund, MFS International Growth Fund, MFS International Growth and Income Fund,
MFS Strategic Value Fund, MFS Emerging Markets Debt Fund, MFS Income Fund, MFS
European Equity Fund, MFS High Yield Fund and MFS Concentrated Growth Fund), MFS
Series Trust XI (which has four series: MFS Union Standard Equity Fund, Vertex
All Cap Fund, Vertex Contrarian Fund and Vertex Income Fund), and MFS Municipal
Series Trust (which has 18 series: MFS Alabama Municipal Bond Fund, MFS Arkansas
Municipal Bond Fund, MFS California Municipal Bond Fund, MFS Florida Municipal
Bond Fund, MFS Georgia Municipal Bond Fund, MFS Maryland Municipal Bond Fund,
MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS
New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS
Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS
Tennessee Municipal Bond Fund, MFS Virginia Municipal Bond Fund, MFS West
Virginia Municipal Bond Fund, MFS Municipal Income Fund, MFS New York High
Income Tax Free Fund and MFS Massachusetts High Income Tax Free Fund) (the "MFS
Funds"). The principal business address of each of the MFS Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
MFS also serves as investment adviser of the following open-end Funds:
MFS Institutional Trust ("MFSIT") (which has nine series) and MFS Variable
Insurance Trust ("MVI") (which has sixteen series). The principal business
address of each of the aforementioned funds is 500 Boylston Street, Boston,
Massachusetts 02116.
In addition, MFS serves as investment adviser to the following
closed-end funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The
principal business address of each of the MFS Closed-End Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL") (which has 26 series), Money Market Variable Account, High Yield
Variable Account, Capital Appreciation Variable Account, Government Securities
Variable Account, Global Governments Variable Account, Total Return Variable
Account and Managed Sectors Variable Account (collectively, the "Accounts"). The
principal business address of MFS/SL is 500 Boylston Street, Boston,
Massachusetts 02116. The principal business address of each of the
aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.
VERTEX INVESTMENT MANAGEMENT, INC., a Delaware corporation and a
wholly owned subsidiary of MFS, whose principal business address is 500 Boylston
Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser to
Vertex All Cap Fund, Vertex Contrarian Fund and Vertex Income Fund, each a
series of MFS Series Trust XI. The principal business address of the
aforementioned Funds is 500 Boylston Street, Boston, Massachusetts 02116.
MFS INTERNATIONAL LTD. ("MIL"), a limited liability company organized
under the laws of Bermuda and a subsidiary of MFS, whose principal business
address is Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda, serves as
investment adviser to and distributor for MFS American Funds known as the MFS
Funds after January 1999 (which will have 11 portfolios as of January 1999):
U.S. Equity Fund, U.S. Emerging Growth Fund, U.S. High Yield Bond Fund, U.S.
Dollar Reserve Fund, Charter Income Fund, U.S. Research Fund, U.S. Strategic
Growth Fund, Global Equity Fund, European Equity Fund and European Corporate
Bond Fund) (the "MIL Funds"). The MIL Funds are organized in Luxembourg and
qualify as an undertaking for collective investments in transferable securities
(UCITS). The principal business address of the MIL Funds is 47, Boulevard Royal,
L-2449 Luxembourg. MIL also serves as investment adviser to and distributor for
MFS Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Governments Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
Global Growth Fund, MFS Meridian Money Market Fund, MFS Meridian Global Balanced
Fund, MFS Meridian U.S. Equity Fund, MFS Meridian Research Fund, MFS Meridian
U.S. High Yield Fund, MFS Meridian Emerging Markets Debt Fund, MFS Meridian
Strategic Growth Fund and MFS Meridian Global Asset Allocation Fund and the MFS
Meridian Research International Fund (collectively the "MFS Meridian Funds").
Each of the MFS Meridian Funds is organized as an exempt company under the laws
of the Cayman Islands. The principal business address of each of the MFS
Meridian Funds is P.O. Box 309, Grand Cayman, Cayman Islands, British West
Indies.
MFS INTERNATIONAL (U.K.) LTD. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is Eversheds, Senator House, 85 Queen Victoria Street, London, England
EC4V 4JL, is involved primarily in marketing and investment research activities
with respect to private clients and the MIL Funds and the MFS Meridian Funds.
MFS INSTITUTIONAL ADVISORS (AUSTRALIA) LTD. ("MFSI-AUSTRALIA"), a
private limited company organized under the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000, Australia, is involved primarily in investment
management and distribution of Australian superannuation unit trusts and acts as
an investment adviser to institutional accounts.
MFS HOLDINGS AUSTRALIA PTY LTD. ("MFS HOLDINGS AUSTRALIA"), a private
limited company organized pursuant to the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000 Australia, and whose function is to serve primarily as a
holding company.
MFS FUND DISTRIBUTORS, INC. ("MFD"), a wholly owned subsidiary of MFS,
serves as distributor for the MFS Funds, MVI and MFSIT.
MFS SERVICE CENTER, INC. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT and MVI.
MFS INSTITUTIONAL ADVISORS, INC. ("MFSI"), a wholly owned subsidiary
of MFS, provides investment advice to substantial private clients.
MFS RETIREMENT SERVICES, INC. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.
MFS INVESTMENT MANAGEMENT K.K. ("MIMCO"), a wholly owned subsidiary of
MFS, is a corporation incorporated in Japan. MIMCO, whose address is
Kamiyacho-Mori Building, 3-20, Tranomon 4-chome, Minato-ku, Tokyo, Japan, is
involved in investment management activities.
MFS HERITAGE TRUST COMPANY ("MFS TRUST"), a New Hampshire-chartered
limited-purpose trust company whose current address is 650 Elm Street, Suite
404, Manchester, NH 03101, provides directed trustee services to retirement
plans.
MFS ORIGINAL RESEARCH PARTNERS, LLC, a Delaware limited liability
company and a wholly owned subsidiary of MFS whose address is 500 Boylston
Street, Boston, Massachusetts 02116, is an adviser to domestic pooled private
investment vehicles.
MFS ORIGINAL RESEARCH ADVISORS, LLC, a Delaware limited liability
company and a wholly owned subsidiary of MFS whose address is 500 Boylston
Street, Boston, Massachusetts 02116, is an adviser to offshore pooled private
investment vehicles.
MFS
The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W.
Ballen, Kevin R. Parke, Thomas J. Cashman, Jr., Joseph W. Dello Russo, William
W. Scott, Donald A. Stewart, James Prieur and William W. Stinson. Mr. Shames is
the Chairman and Chief Executive Officer, Mr. Ballen is President and Chief
Investment Officer, Mr. Arnold Scott is a Senior Executive Vice President, Mr.
William Scott, Mr. Cashman, Mr. Dello Russo and Mr. Parke are Executive Vice
Presidents (Mr. Dello Russo is also Chief Financial Officer and Chief
Administrative Officer and Mr. Parke is also Chief Equity Officer), Stephen E.
Cavan is a Senior Vice President, General Counsel and Secretary of MFS, Robert
T. Burns is a Senior Vice President, Associate General Counsel and an Assistant
Secretary of MFS, and Thomas B. Hastings is a Vice President and Treasurer of
MFS.
MASSACHUSETTS INVESTORS TRUST
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
MFS GROWTH OPPORTUNITIES FUND
MFS GOVERNMENT SECURITIES FUND
MFS SERIES TRUST I
MFS SERIES TRUST V
MFS SERIES TRUST VI
MFS SERIES TRUST X
MFS GOVERNMENT LIMITED MATURITY FUND
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost, a Senior Vice President of MFS, is the
Treasurer, Ellen M. Moynihan and Mark E. Bradley, Vice Presidents of MFS, are
the Assistant Treasurers, James R. Bordewick, Jr., Senior Vice President and
Associate General Counsel of MFS, is the Assistant Clerk and Assistant
Secretary.
MFS SERIES TRUST II
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers, and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS GOVERNMENT MARKETS INCOME TRUST
MFS INTERMEDIATE INCOME TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers, and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST III
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers, and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST IV
MFS SERIES TRUST IX
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST VII
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST VIII
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS MUNICIPAL SERIES TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS VARIABLE INSURANCE TRUST
MFS SERIES TRUST XI
MFS INSTITUTIONAL TRUST
Jeffrey L. Shames is the President and Chairman, Stephen E. Cavan is
the Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and
Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS MUNICIPAL INCOME TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS MULTIMARKET INCOME TRUST
MFS CHARTER INCOME TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS SPECIAL VALUE TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS/SUN LIFE SERIES TRUST
C. James Prieur, President and Director of Sun Life Assurance Company
of Canada, is the President, Stephen E. Cavan is the Secretary, James O. Yost is
the Treasurer, Ellen M. Moynihan and Mark E. Bradley are the Assistant
Treasurers and James R. Bordewick, Jr., is the Assistant Secretary.
MONEY MARKET VARIABLE ACCOUNT
HIGH YIELD VARIABLE ACCOUNT
CAPITAL APPRECIATION VARIABLE ACCOUNT
GOVERNMENT SECURITIES VARIABLE ACCOUNT
TOTAL RETURN VARIABLE ACCOUNT
GLOBAL GOVERNMENTS VARIABLE ACCOUNT
MANAGED SECTORS VARIABLE ACCOUNT
C. James Prieur is the President, Stephen E. Cavan is the Secretary,
and James R. Bordewick, Jr., is the Assistant Secretary.
MIL FUNDS
Jeffrey L. Shames is Chairman, Richard B. Bailey, John A. Brindle,
Richard W. S. Baker, Arnold D. Scott and William F. Waters are Directors,
Stephen E. Cavan is the Secretary, James O. Yost is the Treasurer, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS MERIDIAN FUNDS
Jeffrey L. Shames is Chairman, Richard B. Bailey, John A. Brindle,
Richard W. S. Baker, Arnold D. Scott and William F. Waters are Directors,
Stephen E. Cavan is the Secretary, James O. Yost is the Treasurer, James R.
Bordewick, Jr. is the Assistant Secretary and Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers.
VERTEX
Jeffrey L. Shames is the Chairman and President, Arnold D. Scott is a
Director, Kevin R. Parke and John W. Ballen are Executive Vice Presidents, John
D. Laupheimer is a Senior Vice President, Brian E. Stack is a Vice President,
Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant
Treasurer, Stephen E. Cavan is the Secretary and Robert T. Burns is the
Assistant Secretary.
MIL
Peter D. Laird is President and a Director, Arnold D. Scott, Jeffrey
L. Shames and Thomas J. Cashman, Jr. are Directors, Stephen E. Cavan is a
Director, Senior Vice President and the Clerk, Robert T. Burns is an Assistant
Clerk, Joseph W. Dello Russo, Executive Vice President and Chief Financial
Officer of MFS, is the Treasurer and Thomas B. Hastings is the Assistant
Treasurer.
MIL-UK
Peter D. Laird is President and a Director, Thomas J. Cashman, Arnold
D. Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan is a Director and
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.
MFSI - AUSTRALIA
Thomas J. Cashman, Jr. is President and a Director, Graham E. Lenzer,
John A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MFS HOLDINGS - AUSTRALIA
Jeffrey L. Shames is the President and a Director, Arnold D. Scott,
Thomas J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MFD
Arnold D. Scott and Jeffrey L. Shames are Directors, William W. Scott,
Jr., an Executive Vice President of MFS, is the President, Stephen E. Cavan is
the Secretary, Robert T. Burns is the Assistant Secretary, Joseph W. Dello Russo
is the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.
MFSC
Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A.
Recomendes, a Senior Vice President and Chief Information Officer of MFS, is
Vice Chairman and a Director, Janet A. Clifford is the President, Joseph W.
Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer,
Stephen E. Cavan is the Secretary, and Robert T. Burns is the Assistant
Secretary.
MFSI
Thomas J. Cashman, Jr. is Chairman and a Director, Jeffrey L. Shames,
and Arnold D. Scott are Directors, Joseph J. Trainor is the President and a
Director, Leslie J. Nanberg is a Senior Vice President, a Managing Director and
a Director, Kevin R. Parke is the Executive Vice President and a Managing
Director, George F. Bennett, Jr., John A. Gee, Brianne Grady, Joseph A.
Kosciuszek and Joseph J. Trainor are Senior Vice Presidents and Managing
Directors, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Secretary.
RSI
Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu is
the President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.
MIMCO
Jeffrey L. Shames, Arnold D. Scott and Mamoru Ogata are Directors,
Shaun Moran is the Representative Director, Joseph W. Dello Russo is the
Statutory Auditor, Robert DiBella is the President and Thomas B. Hastings is the
Assistant Statutory Auditor.
MFS TRUST
The Directors of MFS Trust are Martin E. Beaulieu, Stephen E. Cavan,
Janet A. Clifford, Joseph W. Dello Russo and Joseph A. Kosciuszek. Mr. Cavan is
President, Mr. Dello Russo is Treasurer, and Robert T. Burns is Clerk of MFS
Trust.
MFS ORIGINAL RESEARCH PARTNERS, LLC
Joseph J. Trainor is the President and a Manager, Jeffrey L. Shames,
John W. Ballen and Kevin R. Parke are Managers, Joseph W. Dello Russo is the
Treasurer, Stephen E. Cavan is the Secretary, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.
MFS ORIGINAL RESEARCH ADVISORS, LLC
Joseph J. Trainor is the President and a Manager, Jeffrey L. Shames,
John W. Ballen and Kevin R. Parke are Managers, Joseph W. Dello Russo is the
Treasurer, Stephen E. Cavan is the Secretary, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.
In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:
Donald A. Stewart Chairman, Sun Life Assurance Company of Canada,
Sun Life Centre, 150 King Street West, Toronto,
Ontario, Canada (Mr. Stewart is also an officer
and/or Director of various subsidiaries and
affiliates of Sun Life)
C. James Prieur President and a Director, Sun Life Assurance
Company of Canada, Sun Life Centre, 150 King
Street West, Toronto, Ontario, Canada (Mr.
Prieur is also an officer and/or Director of
various subsidiaries and affiliates of Sun Life)
William W. Stinson Director, Sun Life Assurance Company of Canada,
Sun Life Centre, 150 King Street West, Toronto,
Ontario, Canada; Director, United Dominion
Industries Limited, Charlotte, N.C.; Director,
PanCanadian Petroleum Limited, Calgary, Alberta;
Director, LWT Services, Inc., Calgary Alberta;
Director, Western Star Trucks, Inc., Kelowna,
British Columbia; Director, Westshore Terminals
Income Fund, Vancouver, British Columbia;
Director (until 4/99), Canadian Pacific Ltd.,
Calgary, Alberta
ITEM 27. DISTRIBUTORS
(a) Reference is hereby made to Item 26 above.
(b) Reference is hereby made to Item 26 above; the principal business
address of each of these persons is 500 Boylston Street, Boston, Massachusetts
02116.
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
NAME ADDRESS
---- -------
Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116
MFS Fund Distributors, Inc. 500 Boylston Street
(principal underwriter) Boston, MA 02116
State Street Bank and State Street South
Trust Company (custodian) 5 - West
North Quincy, MA 02171
MFS Service Center, Inc. 2 Avenue de Lafayette
(transfer agent) Boston, MA 02111-1738
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts on the 10th day of October, 2000.
MFS(R) MUNICIPAL SERIES TRUST
By: JAMES R. BORDEWICK, JR.
----------------------------------------
Name: James R. Bordewick, Jr.
Title: Assistant Clerk and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on October 10, 2000.
SIGNATURE TITLE
--------- -----
JEFFREY L. SHAMES* Chairman, President (Principal Executive
---------------------- Officer) and Trustee
Jeffrey L. Shames
JAMES O. YOST* Treasurer (Principal Financial Officer
---------------------- and Principal Accounting Officer)
James O. Yost
MARSHALL N. COHAN* Trustee
----------------------
Marshall N. Cohan
LAWRENCE H. COHN, M.D.* Trustee
----------------------
Lawrence H. Cohn, M.D.
SIR J. DAVID GIBBONS* Trustee
----------------------
Sir J. David Gibbons
ABBY M. O'NEILL* Trustee
----------------------
Abby M. O'Neill
WALTER E. ROBB, III* Trustee
----------------------
Walter E. Robb, III
ARNOLD D. SCOTT* Trustee
----------------------
Arnold D. Scott
J. DALE SHERRATT* Trustee
----------------------
J. Dale Sherratt
<PAGE>
WARD SMITH* Trustee
----------------------
Ward Smith
*By: JAMES R. BORDEWICK, JR.
-----------------------------------
Name: James R. Bordewick, Jr.
as Attorney-in-fact
Executed by James R. Bordewick, Jr.
on behalf of those indicated pursuant
to a Power of Attorney dated
August 9, 2000.
<PAGE>
POWER OF ATTORNEY
MFS MUNICIPAL SERIES TRUST
The undersigned, Trustees and officers of MFS Municipal Series Trust
(the "Registrant"), hereby severally constitute and appoint Jeffrey L. Shames,
Arnold D. Scott, Stephen E. Cavan, James O. Yost and James R. Bordewick, Jr.,
and each of them singly, as true and lawful attorneys, with full power to them
and each of them to sign for each of the undersigned, in the names of, and in
the capacities indicated below, any Registration Statement and any and all
amendments thereto and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
for the purpose of registering the Registrant as a management investment company
under the Investment Company Act of 1940 and/or the shares issued by the
Registrant under the Securities Act of 1933 granting unto our said attorneys,
and each of them, acting alone, full power and authority to do and perform each
and every act and thing requisite or necessary or desirable to be done in the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys or any of them
may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hand on
this 9th day of August, 2000.
JEFFREY L. SHAMES Chairman of the Board; Trustee;
-------------------- and Principal Executive Officer
Jeffrey L. Shames
JAMES O. YOST Principal Financial And Accounting Officer
--------------------
James O. Yost
MARSHALL N. COHAN Trustee
--------------------
Marshall N. Cohan
LAWRENCE H. COHN Trustee
--------------------
Lawrence H. Cohn
SIR J. DAVID GIBBONS Trustee
--------------------
Sir J. David Gibbons
ABBY M. O'NEILL Trustee
--------------------
Abby M. O'Neill
WALTER E. ROBB Trustee
--------------------
Walter E. Robb
ARNOLD D. SCOTT Trustee
--------------------
Arnold D. Scott
J. DALE SHERRATT Trustee
--------------------
J. Dale Sherratt
WARD SMITH Trustee
--------------------
Ward Smith
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
1 (c) Form of Certification of Amendment to
Declaration of Trust - Establishment and
Designation of Class.
9 (b) Legal Opinion Consent, dated October 10, 2000.
13 (b) Exhibits as revised October 11, 2000, to Master
Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940.
