<PAGE>
As filed with the Securities and Exchange Commission on August 29, 1996
1933 Act File No. 33-1657
1940 Act File No. 811-4492
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 16
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 17
MFS SERIES TRUST X
(formerly, MFS Government Mortgage Fund)
(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, MA 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)
|X| on August 31, 1996 pursuant to paragraph (b)
|_| 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
Pursuant to Rule 24f-2, the Registrant has registered an indefinite number of
its shares of Beneficial Interest (without par value), under the Securities Act
of 1933. The Registrant filed a Rule 24f-2 Notice on behalf of MFS Government
Mortgage Fund for its fiscal year ended July 31, 1995 on September 29, 1995 and
filed a Rule 24f-2 Notice on behalf of MFS/Foreign & Colonial International
Growth Fund, MFS/Foreign & Colonial International Growth and Income Fund and
MFS/Foreign & Colonial Emerging Markets Equity Fund with respect to their fiscal
year ended May 31, 1996 on July 25, 1996..
<PAGE>
MFS GOVERNMENT MORTGAGE FUND
Supplement to the December 1, 1995 Prospectus
and Statement of Additional Information
The following information should be read in conjunction with the Fund's
Prospectus and Statement of Additional Information ("SAI"), dated December 1,
1995, and contains a description of Class P shares.
Class P shares are available for purchase only by certain retirement
plans established for the benefit of employees of Massachusetts Financial
Services Company ("MFS"), the Fund's investment adviser, and employees of MFS'
affiliates ("MFS Retirement Plans"). Class P shares may not be offered or sold
outside of The Commonwealth of Massachusetts, and this supplement does not
constitute an offer of Class P shares to any person who resides outside of The
Commonwealth of Massachusetts.
EXPENSE SUMMARY
Shareholder Transaction Expenses: Class P
Maximum Initial Sales Charge Imposed on Purchases of Fund
Shares (as a percentage of offering price)......................... None
Maximum Contingent Deferred Sales Charge (as a percentage
of original purchase price or redemption proceeds, as applicable).. None
Annual Operating Expenses of the Fund (as a percentage of average net assets):
Management Fees...................................................... 0.45%
Rule 12b-1 Fees...................................................... None
Other Expenses(1)(2)................................................. 0.24%
-----
Total Operating Expenses............................................. 0.69%
_____________________
(1) Except for the shareholder servicing agent fee component, "Other Expenses"
is based on Class A expenses incurred during the fiscal year ended July 31,
1996. The shareholder servicing agent fee component of "Other Expenses" is
a predetermined percentage based upon the Fund's net assets attributable to
each class.
(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, and may enter into other such
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Fund's expenses). Any such fee reductions are not
reflected under "Other Expenses."
Example of Expenses
An investor would pay the following dollar amounts of expenses on a
$1,000 investment in the Fund, assuming (a) a 5% annual return and (b)
redemption at the end of each of the time periods indicated (unless
<PAGE>
otherwise noted):
Period Class P
1 year............... $ 7
3 years.............. 22
The purpose of the expense table above is to assist investors in
understanding the various costs and expenses that a shareholder of the Fund will
bear directly or indirectly. A more complete description of the Fund's
management fee is set forth under the caption "Management of the Fund" in the
Prospectus.
The "Example" set forth above should not be considered a representation of past
or future expenses of the Fund; actual expenses may be greater or less than
those shown.
THE FUND
Three classes of shares of the Fund currently are offered for sale,
Class A shares, Class B shares and Class P shares. Class P shares are available
for purchase only by the MFS Retirement Plans and are described in this
Supplement. Class A shares and Class B shares are described in the Fund's
Prospectus and are available for purchase by the general public.
Class A shares are offered at net asset value plus an initial sales
charge up to a maximum of 4.75% of the offering price (or a contingent deferred
sales charge (a "CDSC") upon redemption of 1.00% during the first year in the
case of purchases of $1 million or more and certain purchases by retirement
plans), and are subject to an annual distribution fee and service fee up to a
maximum of 0.35% per annum. Class B shares are offered at net asset value
without an initial sales charge but are subject to a CDSC upon redemption
(declining from 4.00% during the first year to 0% after six years) and an annual
distribution fee and service fee up to a maximum of 1.00% per annum; Class B
shares will convert to Class A shares approximately eight years after purchase.
Class P shares are offered at net asset value without an initial sales charge or
CDSC and are not subject to a distribution or service fee. Class P shares do not
convert to any other class of shares of the Fund.
INFORMATION CONCERNING CLASS P SHARES OF THE FUND
As noted above, Class P shares are offered at net asset value without
an initial sales charge or a CDSC and are not subject to a distribution fee or
service fee. Class P shares are offered only to MFS Retirement Plans.
MFS Retirement Plans may exchange Class P shares of the Fund for Class
P shares of any other Fund available for purchase by such Plans at their net
asset value (if available for sale), and may redeem Class P shares of the Fund
at net asset value. Distributions paid by the Fund with respect to Class P
shares generally will be greater than those paid with respect to Class A and
Class B shares because expenses attributable to Class A and Class B shares
generally will be higher.
The date of this Supplement is September 1, 1996
<PAGE>
The Prospectus dated December 1, 1995 of MFS Government Mortgage Fund (the
"Fund") is incorporated in this Post-Effective Amendment No. 16 by reference to
the Prospectus of the Fund filed by the Registrant pursuant to Rule 497 under
the Securities Act of 1933, as amended, with the Securities and Exchange
Commission via EDGAR on November 30, 1995.
<PAGE>
The Statement of Additional Information dated December 1, 1995 of MFS Government
Mortgage Fund (the "Fund") is incorporated in this Post-Effective Amendment No.
16 by reference to the Statement of Additional Information of the Fund filed by
the Registrant pursuant to Rule 497 under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission via EDGAR on November 30,
1995.
<PAGE>
The financial statements included in the Annual Report to Shareholders of MFS
Government Mortgage Fund dated July 31, 1995 which are contained in
Post-Effective Amendment No. 13 as filed by the Registrant with the Securities
and Exchange Commission via EDGAR on November 28, 1995 are hereby incorporated
by reference to such materials into this Post-Effective Amendment No. 16.
<PAGE>
MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND
MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME FUND
MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND
Supplement to the April 25, 1996 Prospectus and
Statement of Additional Information
The following information should be read in conjunction with the Funds'
Prospectus and Statement of Additional Information ("SAI"), dated April 25,
1996, and contains a description of Class P shares.
Class P shares are available for purchase only by certain retirement
plans established for the benefit of employees of Massachusetts Financial
Services Company ("MFS"), the Funds' investment adviser, and employees of MFS'
affiliates ("MFS Retirement Plans"). Class P shares may not be offered or sold
outside of The Commonwealth of Massachusetts, and this supplement does not
constitute an offer of Class P shares to any person who resides outside of The
Commonwealth of Massachusetts.
EXPENSE SUMMARY
<TABLE>
<CAPTION>
Class P
INTERNATIONAL EMERGING
INTERNATIONAL GROWTH AND MARKETS
GROWTH FUND INCOME FUND EQUITY FUND
<S> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Initial Sales Charge Imposed
on Purchases of Fund Shares (as a percentage
of offering price)......................................... None None None
Maximum Contingent Deferred Sales Charge
(as a percentage of original purchase price
or redemption proceeds, as applicable)..................... None None None
INTERNATIONAL EMERGING
INTERNATIONAL GROWTH AND MARKETS
GROWTH FUND INCOME FUND EQUITY FUND
Annual Operating Expenses (as a percentage of average daily net assets):
Management Fees............................................ 0.975% 0.975% 1.25%
Rule 12b-1 Fees............................................ None None None
Other Expenses (after expense reimbursement)(1)(2)......... 0.635% 1.055% 0.75%
----- ----- ----
Total Operating Expenses (after expense reimbursement)..... 1.61 % 2.03 % 2.00%(3)
___________________________
<FN>
(1) Except for the shareholder servicing agent fee component, "Other Expenses"
is based on Class A expenses incurred during the period ended May 31, 1996.
The shareholder servicing agent fee component of "Other Expenses" is a
predetermined percentage based upon the Fund's net assets attributable to
each class.
(2) Each 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, and may enter into other such
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Fund's expenses). Any such fee reductions are not
reflected under "Other Expenses."
</FN>
</TABLE>
<PAGE>
(3) MFS has agreed to bear, subject to reimbursement by the Emerging Markets
Equity Fund, until December 31, 2005, expenses of Class P shares of the
Fund such that the aggregate expenses of the Emerging Markets Equity Fund
does not exceed 2.00% of the Fund's average daily net assets attributable
to Class P shares on an annualized basis. This arrangement may be
terminated or revised by MFS at any time. Absent this expense arrangement,
estimated "Other Expenses" and "Total Operating Expenses" for the Emerging
Markets Equity Fund's Class P shares would be 1.17% and 2.42%,
respectively.
Example of Expenses
An investor would pay the following dollar amounts of expenses on a
$1,000 investment in each Fund, assuming (a) a 5% annual return and (b)
redemption at the end of each of the time periods indicated (unless otherwise
noted):
Class P
INTERNATIONAL EMERGING
INTERNATIONAL GROWTH AND MARKETS
Period GROWTH FUND INCOME FUND EQUITY FUND
1 year............... $16 $21 $20
3 years.............. 51 64 63
The purpose of the expense table above is to assist investors in
understanding the various costs and expenses that a shareholder of each Fund
will bear directly or indirectly. A more complete description of each Fund's
management fee is set forth under the caption "Management of the Funds" in the
Prospectus.
The "Example" set forth above should not be considered a representation of past
or future expenses of the Funds; actual expenses may be greater or less than
those shown.
THE FUNDS
Four classes of shares of each Fund currently are offered for sale,
Class A shares, Class B shares, Class C shares and Class P shares. Class P
shares are available for purchase only by the MFS Retirement Plans and are
described in this Supplement. Class A shares, Class B shares and Class C shares
are described in the Funds' Prospectus and are available for purchase by the
general public.
Class A shares are offered at net asset value plus an initial sales
charge up to a maximum of 4.75% of the offering price (or a contingent deferred
sales charge (a "CDSC") upon redemption of 1.00% during the first year in the
case of purchases of $1 million or more and certain purchases by retirement
plans), and are subject to an annual distribution fee and service fee up to a
maximum of 0.50% per annum. Class B shares are offered at net asset value
without an initial sales charge but are subject to a CDSC upon redemption
(declining from 4.00% during the first year to 0% after six years) and an annual
distribution fee and service fee up to a maximum of 1.00% per annum; Class B
shares will convert to Class A shares approximately eight years after purchase.
Class C shares are offered at net asset value without an initial sales charge
but are subject to a CDSC upon redemption of 1.00% during the first year and an
annual distribution fee and service fee up to a maximum of 1.00% per annum.
Class P shares are offered at net asset value without an initial sales charge or
CDSC and are not subject to a distribution or service fee. Class C and Class P
shares do not convert to any other class of shares of the Funds.
<PAGE>
INFORMATION CONCERNING CLASS P SHARES OF THE FUNDS
As noted above, Class P shares are offered at net asset value without
an initial sales charge or a CDSC and are not subject to a distribution fee or
service fee. Class P shares are offered only to MFS Retirement Plans.
MFS Retirement Plans may exchange Class P shares of the Funds for Class
P shares of any other Fund available for purchase by such Plans at their net
asset value (if available for sale), and may redeem Class P shares of the Funds
at net asset value. Distributions paid by the Funds with respect to Class P
shares generally will be greater than those paid with respect to Class A, Class
B and Class C shares because expenses attributable to Class A, Class B and Class
C shares generally will be higher.
MFS has agreed to bear, subject to reimbursement by the Emerging
Markets Equity Fund, until December 31, 2005, expenses of Class P shares of the
Fund such that the aggregate expenses of the Emerging Markets Equity Fund does
not exceed 2.00% of the Fund's average daily net assets attributable to Class P
shares on an annualized basis. This arrangement may be terminated or revised by
MFS at any time. Such payments by MFS are subject to reimbursement by the
Emerging Markets Equity Fund which will be accomplished by the payment by the
Fund of an expense reimbursement fee to MFS computed and paid monthly as a
percentage of its average daily net assets for its then current fiscal year,
with a limitation that immediately after such payment the aggregate operating
expenses of the Fund would not exceed the amounts set forth in the preceding
sentence. The expense reimbursement agreement terminates on the earlier of the
date on which payments made thereunder by the Emerging Markets Equity Fund equal
the prior payment of such reimbursable expenses by MFS or December 31, 2005.
The date of this Supplement is September 1, 1996
<PAGE>
The Prospectus dated April 25, 1996 of MFS/Foreign & Colonial International
Growth Fund, MFS/Foreign & Colonial International Growth and Income Fund and
MFS/Foreign & Colonial Emerging Markets Equity Fund is incorporated in this
Post-Effective Amendment No. 16 by reference to the Prospectus of MFS/Foreign &
Colonial International Growth Fund, MFS/Foreign & Colonial International Growth
and Income Fund and MFS/Foreign & Colonial Emerging Markets Equity Fund filed by
the Registrant pursuant to Rule 497 under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission via EDGAR on April 29 1996.
<PAGE>
The Statement of Additional Information dated April 25, 1996 of MFS/Foreign &
Colonial International Growth Fund, MFS/Foreign & Colonial International Growth
and Income Fund and MFS/Foreign & Colonial Emerging Markets Equity Fund is
incorporated in this Post-Effective Amendment No. 16 by reference to the
Statement of Additional Information of MFS/Foreign & Colonial International
Growth Fund, MFS/Foreign & Colonial International Growth and Income Fund and
MFS/Foreign & Colonial Emerging Markets Equity Fund filed by the Registrant
pursuant to Rule 497 under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission via EDGAR on April 29 1996.
<PAGE>
The financial statements included in the Semi-Annual Report to Shareholders of
MFS/Foreign & Colonial International Growth Fund, MFS/Foreign & Colonial
International Growth and Income Fund and MFS/Foreign & Colonial Emerging Markets
Equity Fund dated January 31, 1996 which are contained in Post-Effective
Amendment No. 14 as filed by the Registrant with the Securities and Exchange
Commission via EDGAR on April 24, 1996 are hereby incorporated by reference to
such materials into this Post-Effective Amendment No. 16.
<PAGE>
PART C
Item 24 Financial Statements and Exhibits
(a) Financial Statements Included in Part A:
MFS Government Mortgage Fund
For the period from the start of business, January
9, 1986, to November 30, 1993, for the period from
November 30, 1993 to July 31, 1994 and for the year
ended July 31, 1995:
Financial Highlights*
(b) Financial Statements Included in Part B:
MFS Government Mortgage Fund
At July 31, 1995:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the year ended July 31, 1995:
Statement of Operations*
For the year ended November 30, 1993, the eight
months ended July 31, 1994 and the year ended July
31, 1995:
Statement of Changes in Net Assets*
- -----------------------------------
* Incorporated herein by reference to the Fund's Annual Report to Shareholders
dated July 31, 1995 filed with the SEC via EDGAR on September 27, 1995.
(a) Financial Statements Included in Part A:
MFS/Foreign & Colonial International Growth Fund
For the period from the commencement of
investment operations, October 24, 1995 to January
31, 1996:
Financial Highlights*
Financial Statements Included in Part B:
At January 31, 1996:
Portfolio of Investments*
Statement of Assets and Liabilities*
<PAGE>
For the period from the commencement of
investment operations October 24, 1995, to January
31, 1996:
Statement of Operations*
For the period from the commencement of
investment operations October 24, 1995, to January
31, 1996:
Statement of Changes in Net Assets*
- -----------------------------------
* Incorporated herein by reference to the Fund's Semi-Annual Report to
Shareholders dated January 31, 1996, filed with the SEC via EDGAR on April 3,
1996.
(a) Financial Statements Included in Part A:
MFS/Foreign & Colonial International Growth and Income
Fund
For the period from the commencement of
investment operations, October 24, 1995 to January
31, 1996:
Financial Highlights*
Financial Statements Included in Part B:
At January 31, 1996:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the period from the commencement of
investment operations October 24, 1995, to January
31, 1996:
Statement of Operations*
For the period from the commencement of
investment operations October 24, 1995, to January
31, 1996:
Statement of Changes in Net Assets*
- -----------------------------------
* Incorporated herein by reference to the Fund's Semi-Annual Report to
Shareholders dated January 31, 1996, filed with the SEC via EDGAR on April
3, 1996.
(a) Financial Statements Included in Part A:
MFS/Foreign & Colonial Emerging Markets Equity Fund
For the period from the commencement of
investment operations, October 24, 1995 to January
31, 1996:
Financial Highlights*
<PAGE>
Financial Statements Included in Part B:
At January 31, 1996:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the period from the commencement of
investment operations October 24, 1995, to January
31, 1996:
Statement of Operations*
For the period from the commencement of
investment operations October 24, 1995, to January
31, 1996:
Statement of Changes in Net Assets*
- -----------------------------------
* Incorporated herein by reference to the Fund's Semi-Annual Report to
Shareholders dated January 31, 1996, filed with the SEC via EDGAR on April
3, 1996.
(b) Exhibits
1 (a) Amended and Restated Declaration of
Trust, dated January 19, 1995. (3)
(b) Amendment to the Declaration of Trust
dated June 2, 1995 to change the name of
the Trust and for the establishment and
designation of series and classes. (4)
(c) Amendment to the Declaration of Trust -
Designation of Class, dated May 15, 1996.
(9)
(d) Amendment to the Declaration of Trust,
dated June 20, 1996; filed herewith.
2 Amended and Restated By-Laws, dated
December 21, 1994. (3)
3 Not Applicable.
4 Form of Share Certificate for Classes of
Shares. (10)
5 (a) Investment Advisory Agreement for MFS
Government Mortgage Fund, dated
December 19, 1985. (7)
(b) Amendment to Investment Advisory
Agreement for MFS Government Mortgage
Fund, dated January 1, 1996. (7)
<PAGE>
(c) Investment Advisory Agreement for MFS
Series Trust X (the "Trust") on behalf of
MFS/Foreign & Colonial International
Growth Fund, dated September 1, 1995. (7)
(d) Investment Advisory Agreement for the
Trust on behalf of MFS/Foreign & Colonial
International Growth and Income Fund,
dated September 1, 1995. (7)
(e) Investment Advisory Agreement for the
Trust on behalf of MFS/Foreign & Colonial
Emerging Markets Equity Fund, dated
September 1, 1995. (7)
(f) Sub-Advisory Agreement between
Massachusetts Financial Services Company
(the "Adviser" or "MFS") and Foreign &
Colonial Management Ltd. (the "Sub-
Adviser") with respect to MFS/Foreign &
Colonial International Growth Fund, dated
September 1, 1995. (7)
(g) Sub-Advisory Agreement between the
Adviser and the Sub-Adviser with respect to
MFS/Foreign & Colonial International
Growth and Income Fund, dated September
1, 1995. (7)
(h) Sub-Advisory Agreement between the
Adviser and the Sub-Adviser with respect to
MFS/Foreign & Colonial Emerging
Markets Equity Fund, dated September 1,
1995. (7)
(i) Sub-Advisory Agreement between the Sub-
Adviser and Foreign & Colonial Emerging
Markets Limited ("FCEM") with respect to
the MFS/Foreign & Colonial International
Growth Fund, dated September 1, 1995. (7)
(j) Sub-Advisory Agreement between the Sub-
Adviser and FCEM with respect to the
MFS/Foreign & Colonial International Growth
and Income Fund, dated September
1, 1995. (7)
(k) Sub-Advisory Agreement between the Sub-
Adviser and FCEM with respect to the
MFS/Foreign & Colonial Emerging Markets
Equity Fund, dated September 1,
1995. (7)
6 (a) Distribution Agreement between MFS
Series Trust X and MFS Fund Distributors,
Inc., dated September 1, 1995. (7)
(b) Dealer Agreement between MFS Funds
Distributors, Inc. and a dealer, dated
December 28, 1994 and the Mutual Funds
Agreement between MFD and a bank or
NASD affiliate, dated December 28, 1994.
(1)
<PAGE>
7 Retirement Plan for Non-Interested Person
Trustees, dated January 1, 1991. (7)
8 (a) Custodian Agreement, dated February 19,
1988. (7)
(b) Amendment No. 1 to Custodian Agreement,
dated February 29, 1988. (7)
(c) Amendment No. 2 to Custodian Agreement,
dated October 1, 1989. (7)
(d) Amendment No. 3 to Custodian Agreement,
dated September 17, 1991. (7)
9 (a) Shareholder Servicing Agent Agreement,
dated September 1, 1995. (7)
(b) Form of Amendment to the Shareholder
Servicing Agreement. (9)
(c) Form of Amendment to Shareholder
Servicing Agent Agreement to add Class P
shares. (10)
(d) Exchange Privilege Agreement, dated
September 1, 1995. (7)
(e) Loan Agreement by and among the Banks
named therein, the MFS Funds named
therein, and the First National Bank of
Boston dated as of February 21, 1995. (2)
(f) Dividend Disbursing Agency Agreement,
dated February 1, 1986. (5)
10 Consent and Opinion of Counsel previously
filed with the Registrant's 24(e) share
registration as part of Post-Effective
Amendment No. 13 on behalf of MFS
Government Mortgage Fund for its fiscal
year ended July 31, 1995, and with the Rule
24f-2 Notice filed on behalf of
MFS/Foreign & Colonial International Growth
Fund, MFS/Foreign & Colonial International
Growth and Income Fund and MFS/Foreign &
Colonial Emerging Markets Equity Fund on
July 25, 1996 for their fiscal year ended
May 31, 1996.
11 Not Applicable.
12 Not Applicable.
<PAGE>
13 Investment Representation Letter for MFS
Government Mortgage Fund. (7)
14 (a) Forms for Individual Retirement Account
Disclosure Statement as currently in
effect. (6)
(b) Forms for MFS 403(b) Custodial Account
Agreement as currently in effect. (6)
(c) Forms for MFS Prototype Paired Defined
Contribution Plans and Funds Agreement as
currently in effect. (6)
15 (a) Amended and Restated Distribution Plan
for Class A shares of MFS Government
Mortgage Fund dated December 21, 1994.
(3)
(b) Distribution Plan for Class B shares of MFS
Government Mortgage Fund dated
December 21, 1994. (3)
(c) Distribution Plan for Class A shares of
MFS/Foreign & Colonial International
Growth Fund dated September 1, 1995. (7)
(d) Distribution Plan for Class A shares of
MFS/Foreign & Colonial International
Growth and Income Fund dated September
1, 1995. (7)
(e) Distribution Plan for Class A shares of
MFS/Foreign & Colonial Emerging
Markets Equity Fund dated September 1,
1995. (7)
(f) Distribution Plan for Class B shares of
MFS/Foreign & Colonial International
Growth Fund dated September 1, 1995. (7)
(g) Distribution Plan for Class B shares of
MFS/Foreign & Colonial International
Growth and Income Fund dated September
1, 1995. (7)
(h) Distribution Plan for Class B shares of
MFS/Foreign & Colonial Emerging
Markets Equity Fund dated September 1,
1995. (7)
(i) Distribution Plan for Class C
shares of MFS/Foreign & Colonial
International Growth Fund. (9)
(j) Distribution Plan for Class C
shares of MFS/Foreign & Colonial
International Growth and Income Fund.
(9)
(k) Distribution Plan for Class C
shares of MFS/Foreign & Colonial
Emerging Markets Equity Fund. (9)
<PAGE>
16 Schedule for Computation of Performance
Quotations - Average Annual Total Rate of
Return, Aggregate Total Rate of Return,
Standardized Yield and Distribution Rate.
(1)
17 Not Applicable.
18 Plan pursuant to Rule 18f-3(d) under the
Investment Company Act of 1940. (10)
Power of Attorney, dated September 21, 1994. (3)
- -----------------------------
(1) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 26 filed with the SEC
via EDGAR on February 22, 1995.
(2) Incorporated by reference to Amendment No. 8 on Form N-2 for MFS
Municipal Income Trust (File No. 811-4841) filed with the SEC via EDGAR
on February 28, 1995.
(3) Incorporated by reference to Post-Effective Amendment No. 11 filed with
the SEC via EDGAR on March 30, 1995.
(4) Incorporated by reference to Post-Effective Amendment No. 12 filed with
the SEC via EDGAR on June 16, 1995.
(5) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 28 filed with the SEC
via EDGAR on July 28, 1995.
(6) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 32 filed with the SEC via EDGAR on
August 28, 1995.
(7) Incorporated by reference to Post-Effective Amendment No. 13 filed with
the SEC via EDGAR on November 28, 1995.
(8) Incorporated by reference to Post-Effective Amendment No. 14 filed with
the SEC via EDGAR on April 24, 1996.
(9) Incorporated by reference to Registrant's Post-Effective Amendment No. 15
filed with the SEC via EDGAR on May 28, 1996.
(10) Incorporated by reference to MFS Series Trust I (File Nos. 33-7638 and
811-4777) Post-Effective Amendment No. 25 filed with the SEC via EDGAR on
August 27, 1996.
Item 25. Persons Controlled by or under Common Control with Registrant
Not Applicable.
Item 26. Number of Holders of Securities
MFS Government Mortgage Fund
(1) (2)
Title of Class Number of Record Holders
Class A Shares
Shares of Beneficial Interest 36,983
(without par value) (as of July 31, 1996)
Class B Shares
Shares of Beneficial Interest 33,369
(without par value) (as of July 31, 1996)
Class P Shares
Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)
<PAGE>
MFS/Foreign & Colonial International Growth Fund
(1) (2)
Title of Class Number of Record Holders
Class A Shares
Shares of Beneficial Interest 3,829
(without par value) (as of July 31, 1996)
Class B Shares
Shares of Beneficial Interest 4,324
(without par value) (as of July 31, 1996)
Class C Shares
Shares of Beneficial Interest 36
(without par value) (as of July 31, 1996)
Class P Shares
Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)
<PAGE>
MFS/Foreign & Colonial International Growth and Income Fund
(1) (2)
Title of Class Number of Record Holders
Class A Shares
Shares of Beneficial Interest 1,087
(without par value) (as of July 31, 1996)
Class B Shares
Shares of Beneficial Interest 1,554
(without par value) (as of July 31, 1996)
Class C Shares
Shares of Beneficial Interest 7
(without par value) (as of July 31, 1996)
Class P Shares
Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)
MFS/Foreign & Colonial Emerging Markets Equity Fund
(1) (2)
Title of Class Number of Record Holders
Class A Shares
Shares of Beneficial Interest 2,413
(without par value) (as of July 31, 1996)
Class B Shares
Shares of Beneficial Interest 2,566
(without par value) (as of July 31, 1996)
Class C Shares
Shares of Beneficial Interest 15
(without par value) (as of July 31, 1996)
Class P Shares
Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)
Item 27. Indemnification
Reference is hereby made to (a) Article V of the Registrant's
Declaration of Trust, incorporated by reference to the Registrant's
Post-Effective Amendment No. 11, filed with the SEC via EDGAR on March 30, 1995;
and (b) Section 9 of the Shareholder Servicing Agent Agreement, filed with the
Registrant's Post-Effective Amendment No. 13 with the SEC via EDGAR on November
28, 1995.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser are insured under an errors and omissions
liability insurance policy. The Registrant and its officers are also insured
under the fidelity bond required by Rule 17g-1 under the Investment Company Act
of 1940, as amended.
Item 28. Business and Other Connections of Investment Adviser
MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds: 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 eight series: MFS Managed Sectors Fund, MFS Cash Reserve Fund, MFS World
Asset Allocation Fund, MFS Aggressive Growth Fund, MFS Research Growth and
Income Fund, MFS Core Growth Fund, MFS Equity Income Fund and MFS Special
Opportunities Fund), MFS Series
<PAGE>
Trust II (which has four series: MFS Emerging Growth Fund, MFS Capital Growth
Fund, MFS Intermediate Income Fund and MFS Gold & Natural Resources Fund), MFS
Series Trust III (which has two series: MFS High Income Fund and MFS Municipal
High Income Fund), MFS Series Trust IV (which has four series: MFS Money Market
Fund, MFS Government Money Market Fund, MFS Municipal Bond Fund and MFS OTC
Fund), MFS Series Trust V (which has two series: MFS Total Return Fund and MFS
Research Fund), MFS Series Trust VI (which has three series: MFS World Total
Return Fund, MFS Utilities Fund and MFS World Equity Fund), MFS Series Trust VII
(which has two series: MFS World Governments Fund and MFS Value Fund), MFS
Series Trust VIII (which has two series: MFS Strategic Income Fund and MFS World
Growth Fund), MFS Series Trust IX (which has three series: MFS Bond Fund, MFS
Limited Maturity Fund and MFS Municipal Limited Maturity Fund), MFS Series Trust
X (which has four series: MFS Government Mortgage Fund, MFS/Foreign & Colonial
Emerging Markets Equity Fund, MFS/Foreign & Colonial International Growth Fund
and MFS/Foreign & Colonial International Growth and Income Fund), and MFS
Municipal Series Trust (which has 16 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 and MFS Municipal Income Fund)
(the "MFS Funds"). The principal business address of each of the aforementioned
Funds is 500 Boylston Street, Boston, Massachusetts 02116.
MFS also serves as investment adviser of the following no-load,
open-end Funds: MFS Institutional Trust ("MFSIT") (which has seven series), MFS
Variable Insurance Trust ("MVI") (which has twelve series) and MFS Union
Standard Trust ("UST") (which has two 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 aforementioned Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL"), Sun Growth Variable Annuity Funds, Inc. ("SGVAF"), Money Market
Variable Account, High Yield Variable Account, Capital Appreciation Variable
Account, Government Securities Variable Account, World Governments Variable
Account, Total Return Variable Account and Managed Sectors Variable Account. The
principal business address of each is One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02181.
MFS International Ltd. ("MIL"), a limited liability company organized
under the laws of the Republic of Ireland and a subsidiary of MFS, whose
principal business address is 41-45 St. Stephen's Green, Dublin 2, Ireland,
serves as investment adviser to and distributor for MFS International Fund
(which has four portfolios: MFS International Funds-U.S. Equity Fund, MFS
International Funds-U.S. Emerging Growth Fund, MFS International Funds-Global
Governments Fund, MFS International Funds - U.S. Dollar Reserve Fund and MFS
International Funds-Charter Income Fund) (the "MIL Funds"). The MIL Funds are
<PAGE>
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 Government Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
World Growth Fund, MFS Meridian Money Market Fund, MFS Meridian World Total
Return Fund, MFS Meridian U.S. Equity Fund and MFS Meridian Research 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 4 John Carpenter Street, London, England ED4Y 0NH, is involved
primarily in marketing and investment research activities with respect to
private clients and the MIL Funds and the MFS Meridian Funds.
MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of
MFS, serves as distributor for the MFS Funds, MVI, UST and MFSIT.
Clarendon Insurance Agency, Inc. ("CIAI"), a wholly owned subsidiary
of MFS, serves as distributor for certain life insurance and annuity contracts
issued by Sun Life Assurance Company of Canada (U.S.).
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, MVI and UST.
MFS Asset Management, Inc. ("AMI"), 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
The Directors of MFS are A. Keith Brodkin, Jeffrey L. Shames, Arnold
D. Scott, John R. Gardner and John D. McNeil. Mr. Brodkin is the Chairman,
Mr. Shames is the President, Mr. Scott is a Senior Executive Vice President
and Secretary, Bruce C. Avery, William S. Harris, William W. Scott, Jr., and
Patricia A. Zlotin are Executive Vice Presidents, Stephen E. Cavan is a Senior
Vice President, General Counsel and an Assistant Secretary, Joseph W. Dello
Russo is a Senior Vice President, Chief Financial Officer and Treasurer,
Robert T. Burns is a Vice President, Associate General Counsel and an
Assistant Secretary of MFS, and Thomas B. Hastings is a Vice President and
Assistant Treasurer.
<PAGE>
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
A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice
President of MFS, is the Assistant Treasurer, James R. Bordewick, Jr., Vice
President and Associate General Counsel of MFS, is the Assistant Secretary.
MFS Series Trust II
A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg,
Senior Vice President of MFS, is a Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost is the Assistant
Treasurer, and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Government Markets Income Trust
MFS Intermediate Income Trust
A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Executive Vice President of MFS and Leslie J. Nanberg, Senior Vice President
of MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas
London is the Treasurer, James O. Yost is the Assistant Treasurer, and James
R. Bordewick, Jr., is the Assistant Secretary.
MFS Series Trust III
A. Keith Brodkin is the Chairman and President, James T. Swanson,
Robert J. Manning, Cynthia M. Brown and Joan S. Batchelder, Senior Vice
Presidents of MFS, Bernard Scozzafava, Vice President of MFS, and Matthew
Fontaine, Assistant Vice President of MFS, are Vice Presidents, Sheila
Burns-Magnan and Daniel E. McManus, Assistant Vice Presidents of MFS, are
Assistant Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost is the Assistant Treasurer, and James R.
Bordewick, Jr., is the Assistant Secretary.
MFS Series Trust IV
MFS Series Trust IX
A. Keith Brodkin is the Chairman and President, Robert A. Dennis and
Geoffrey L. Kurinsky, Senior Vice Presidents of MFS, are Vice Presidents,
Stephen E. Cavan is the Secretary, W.
<PAGE>
Thomas London is the Treasurer, James O. Yost is the Assistant Treasurer and
James R. Bordewick, Jr., is the Assistant Secretary.
MFS Series Trust VII
A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg and
Stephen C. Bryant, Senior Vice Presidents of MFS, are Vice Presidents, Stephen
E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.
MFS Series Trust VIII
A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Leslie J. Nanberg, Patricia A. Zlotin, James T. Swanson and John D.
Laupheimer, Jr., Vice President of MFS, are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Municipal Series Trust
A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and
Robert A. Dennis are Vice Presidents, David B. Smith, Geoffrey L. Schechter
and David R. King, Vice Presidents of MFS, are Vice Presidents, Daniel E.
McManus, Assistant Vice President of MFS, is an Assistant Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost is the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.
MFS Variable Insurance Trust
MFS Union Standard Trust
MFS Institutional Trust
A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Municipal Income Trust
A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and
Robert J. Manning are Vice Presidents, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, is the Assistant Treasurer and
James R. Bordewick, Jr., is the Assistant Secretary.
MFS Multimarket Income Trust
MFS Charter Income Trust
A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the
<PAGE>
Treasurer, James O. Yost, Vice President of MFS, is the Assistant Treasurer and
James R. Bordewick, Jr., is the Assistant Secretary.
MFS Special Value Trust
A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Patricia A. Zlotin and Robert J. Manning are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, and James O. Yost, is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
SGVAF
W. Thomas London is the Treasurer.
MIL
A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott and
Jeffrey L. Shames are Directors, Ziad Malek, Senior Vice President of MFS, is
the President, Thomas J. Cashman, Jr., a Senior Vice President of MFS, is a
Senior Vice President, Stephen E. Cavan is a Director, Senior Vice President
and the Clerk, James R. Bordewick, Jr. is a Director, Vice President and an
Assistant Clerk, Robert T. Burns is an Assistant Clerk, Joseph W. Dello Russo
is the Treasurer and Thomas B. Hastings is the Assistant Treasurer.
MIL-UK
A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott,
Jeffrey L. Shames, and James R. Bordewick, Jr., are Directors, Stephen E.
Cavan is a Director and the Secretary, Ziad Malek is the President, James E.
Russell is the Treasurer, and Robert T. Burns is the Assistant Secretary.
MIL Funds
A. Keith Brodkin is the Chairman, President and a Director, Richard
B. Bailey, John A. Brindle, Richard W. S. Baker and William F. Waters are
Directors, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost is the Assistant Treasurer and James R. Bordewick,
Jr., is the Assistant Secretary, and Ziad Malek is a Senior Vice President.
MFS Meridian Funds
A. Keith Brodkin is the Chairman, President and a Director, Richard
B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott, Jeffrey L.
Shames and William F. Waters are Directors, Stephen E. Cavan is the Secretary,
W. Thomas London is the Treasurer, James R. Bordewick, Jr., is the Assistant
Secretary, James O. Yost is the Assistant Treasurer, and Ziad Malek is a
Senior Vice President.
<PAGE>
MFD
A. Keith Brodkin is the Chairman and a Director, 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.
CIAI
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Cynthia Orcott is President, Bruce C. Avery
is the 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.
MFSC
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Joseph A. Recomendes, a Senior Vice President
of MFS, is Vice Chairman and a Director, Janet A. Clifford is the Executive
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.
AMI
A. Keith Brodkin is the Chairman and a Director, Jeffrey L. Shames,
and Arnold D. Scott are Directors, Thomas J. Cashman, Jr., is the President
and a Director, Leslie J. Nanberg is a Senior Vice President, a Managing
Director and a Director, George F. Bennett, Carol A. Corley, John A. Gee,
Brianne Grady and Kevin R. Parke 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
William W. Scott, Jr. and Bruce C. Avery are Directors, Arnold D.
Scott is the Chairman and a Director, Joseph W. Dello Russo is the Treasurer,
Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is the
Secretary, Robert T. Burns is the Assistant Secretary and Sharon A. Brovelli
and Martin E. Beaulieu are Senior Vice Presidents.
In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:
A. Keith Brodkin Director, Sun Life Assurance Company of
Canada (U.S.), One Sun Life Executive
Park, Wellesley Hills, Massachusetts
Director, Sun Life Insurance and Annuity
Company of New York, 67 Broad Street,
New York, New York
<PAGE>
John R. Gardner President and a Director, Sun Life
Assurance Company of Canada, Sun Life
Centre, 150 King Street West, Toronto,
Ontario, Canada (Mr. Gardner is also an
officer and/or Director of various
subsidiaries and affiliates of Sun Life)
John D. McNeil Chairman, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street
West, Toronto, Ontario, Canada (Mr.
McNeil is also an officer and/or Director
of
various subsidiaries and affiliates of Sun
Life)
Joseph W. Dello Russo Director of Mutual Fund Operations, The
Boston Company, Exchange Place, Boston,
Massachusetts (until August, 1994)
Item 29. Distributors
(a) Reference is hereby made to Item 28 above.
(b) Reference is hereby made to Item 28 above; the principal business
address of each of these persons is 500 Boylston Street, Boston, Massachusetts
02116.
(c) Not applicable.
Item 30. 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 at the following locations:
NAME ADDRESS
Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116
MFS Funds Distributors, Inc. 500 Boylston Street
(principal underwriter) Boston, MA 02116
State Street Bank and Trust Company State Street South
(custodian) 5 - West
North Quincy, MA 02171
MFS Service Center, Inc. 500 Boylston Street
(transfer agent) Boston, MA 02116
<PAGE>
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
(c) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of its latest annual report to shareholders upon
request and without charge.
(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the provisions set forth in Item 27 of
this Part C, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being Registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and 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 27th day of August, 1996.
MFS SERIES TRUST X
By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
Title: 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 August 27, 1996.
SIGNATURE TITLE
A. KEITH BRODKIN* Chairman, President (Principal Executive
A. Keith Brodkin Officer) and Trustee
W. THOMAS LONDON* Treasurer (Principal Financial Officer
W. Thomas London and Principal Accounting Officer)
RICHARD B. BAILEY* Trustee
Richard B. Bailey
PETER G. HARWOOD* Trustee
Peter G. Harwood
J. ATWOOD IVES* Trustee
J. Atwood Ives
<PAGE>
LAWRENCE T. PERERA* Trustee
Lawrence T. Perera
WILLIAM J. POORVU* Trustee
William J. Poorvu
CHARLES W. SCHMIDT* Trustee
Charles W. Schmidt
ARNOLD D. SCOTT* Trustee
Arnold D. Scott
JEFFREY L. SHAMES* Trustee
Jeffrey L. Shames
ELAINE R. SMITH* Trustee
Elaine R. Smith
DAVID B. STONE* Trustee
David B. Stone
*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 September 21,
1994, incorporated by reference to the
Registrant's Post-Effective Amendment
No. 11 filed with the Securities and
Exchange Commission on
March 30, 1995.
<PAGE>
================================================================================
INDEX TO EXHIBITS
================================================================================
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
1 (d) Amendment to the Declaration of Trust,
dated June 20, 1996.
<PAGE>
EXHIBIT NO. 99.1(d)
MFS SERIES TRUST X
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF CLASSES
The undersigned, being a majority of the Trustees of MFS Series Trust X
(the "Trust"), a business trust organized under the laws of The Commonwealth of
Massachusetts pursuant to an Amended and Restated Declaration of Trust dated
January 18, 1995, as amended May 15, 1996 (the "Declaration"), acting pursuant
to Section 6.10 of the Declaration, do hereby divide the shares of each MFS
Government Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund,
MFS/Foreign & Colonial International Growth and Income Fund and MFS/Foreign &
Colonial International Growth Fund (collectively, the "Series"), each a series
of the Trust, to create an additional class of shares, within the meaning of
Section 6.10, as follows:
1. The additional class of shares is designated "Class P
Shares";
2. Class P Shares shall be entitled to all the rights and
preferences accorded to shares under the Declaration;
3. The purchase price of Class P Shares, the method of determination of
the net asset value of Class P Shares, the price, terms and manner of redemption
of Class P Shares, and the relative dividend rights of holders of Class P Shares
shall be established by the Trustees of the Trust in accordance with the
Declaration and shall be set forth in the current prospectus and statement of
additional information of the Trust or any series thereof, as amended from time
to time, contained in the Trust's registration statement under the Securities
Act of 1933, as amended;
4. Class P Shares shall vote together as a single class except that
Shares of a class may vote separately on matters affecting only that class and
Shares of a class not affected by a matter will not vote on that matter; and
5. A class of Shares of any series of the Trust may be
terminated by the Trustees by written notice to the Shareholders of the class.
<PAGE>
IN WITNESS WHEREOF, a majority of the Trustees of the Trust have
executed this amendment, in one or more counterparts, all constituting a single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of this 20th day of June, 1996.
CHARLES W. SCHMIDT
A. Keith Brodkin Charles W. Schmidt
76 Farm Road 63 Claypit Hill Road
Sherborn, MA 01770 Wayland, MA 01778
RICHARD B. BAILEY ARNOLD D. SCOTT
Richard B. Bailey Arnold D. Scott
63 Atlantic Avenue 20 Rowes Wharf
Boston, MA 02110 Boston, MA 02110
PETER G. HARWOOD JEFFREY L. SHAMES
Peter G. Harwood Jeffrey L. Shames
211 Lindsay Pond Road 60 Brookside Road
Concord, MA 01742 Needham, MA 02192
J. ATWOOD IVES ELAINE R. SMITH
J. Atwood Ives Elaine R. Smith
1 Bennington Road 75 Scotch Pine Road
Lexington, MA 02173 Weston, MA 02193
LAWRENCE T. PERERA DAVID B. STONE
Lawrence T. Perera David B. Stone
18 Marlborough Street 282 Beacon Street
Boston, MA 02116 Boston, MA 02116
William J. Poorvu
975 Memorial Drive
Cambridge, MA 02138
