MFS SERIES TRUST X
N-30D, 1996-04-04
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<PAGE>

          [Logo}
          THE FIRST NAME IN MUTUAL FUNDS


          MFS(R)/
          FOREIGN &
          COLONIAL
          INTERNATIONAL
          FUNDS






          MFS(R)/Foreign &         Semiannual Report
          Colonial Emerging        January 31, 1996
          Markets Equity Fund

          MFS(R)/Foreign &
          Colonial International
          Growth and Income
          Fund

          MFS(R)/Foreign &
          Colonial International
          Growth Fund

<PAGE>

TABLE OF CONTENTS

Chairman's Letter to Shareholders .........................................  1

MFS/Foreign & Colonial International Funds Overview .......................  2

Investment Strategies .....................................................  4

Objectives and Policies ...................................................  9

EMERGING MARKETS EQUITY FUND
    PORTFOLIO CONCENTRATION ..............................................  10
    PORTFOLIO OF INVESTMENTS .............................................  11

INTERNATIONAL GROWTH AND INCOME FUND
    PORTFOLIO CONCENTRATION ..............................................  13
    PORTFOLIO OF INVESTMENTS .............................................  14

INTERNATIONAL GROWTH FUND
    PORTFOLIO CONCENTRATION ..............................................  16
    PORTFOLIO OF INVESTMENTS .............................................  17

Financial Statements .....................................................  21

Notes to Financial Statements ............................................  25

Report of Independent Auditors ...........................................  30


  HIGHLIGHTS

  * THE ALLIANCE WITH FOREIGN & COLONIAL BRINGS MFS SHAREHOLDERS THE
  POTENTIAL BENEFITS OF F&C'S 127 YEARS OF EXPERIENCE IN INTERNATIONAL
  INVESTING, PLUS WIDER EXPOSURE TO EQUITY INVESTMENTS OUTSIDE THE UNITED
  STATES.

  * AS MORE COUNTRIES REDUCE TRADE BARRIERS, ADOPT MARKET-BASED ECONOMIC
  REFORMS, AND ENCOURAGE CROSS-BORDER CAPITAL FLOWS, THE NUMBER OF
  INVESTMENT OPPORTUNITIES AROUND THE WORLD HAS CONTINUED TO INCREASE.

  * FOREIGN & COLONIAL'S INVESTMENT DISCIPLINE BEGINS WITH A PROCESS OF
  TOP-DOWN SELECTION OF COUNTRIES AND REGIONS AROUND THE WORLD. ONCE A
  COUNTRY HAS BEEN SELECTED, F&C THEN USES FUNDAMENTAL, BOTTOM-UP COMPANY
  RESEARCH AND ANALYSIS TO SELECT INDIVIDUAL STOCKS FOR THE PORTFOLIOS.

  * WE BELIEVE THE CURRENT ROUND OF MONETARY EASING BY MOST CENTRAL BANKS
  COULD HAVE A POSITIVE EFFECT ON MAJOR ECONOMIES IN 1996 AND 1997,
  RESULTING IN MODERATE ECONOMIC GROWTH.

  * A YEAR OF POOR PERFORMANCE IN 1995 RESULTED IN WHAT WE BELIEVE ARE
  EXCESSIVE DECLINES IN EMERGING MARKETS, PARTICULARLY GIVEN THE FACT THAT
  ECONOMIC GROWTH REMAINED STRONG DURING THE PAST TWO YEARS.

<PAGE>

LETTER TO SHAREHOLDERS


- -----------------     Dear Shareholders:
                        I am pleased to welcome you to the MFS/Foreign &
[Photo of             Colonial International Funds. Last spring, when MFS
A. Keith Brodkin]     announced an alliance with Foreign & Colonial Management
A. Keith Brodkin      Ltd. (F&C), a London-based firm with 127 years of
- -----------------     experience in international investing, equity markets in
                      the United States were well into a year in which major
                      market averages surged to record levels, while most
                      overseas markets underperformed. In 1996, however, we
                      are seeing what we believe are early indications of a
                      rebound in some of the world's markets, as investors
                      seek what appear to be better values in several
                      countries, particularly in some of the emerging markets.
                        The alliance with F&C and its 78 investment
                      professionals allows MFS to enhance its research
                      coverage of all the world's markets. It also gives Fund
                      shareholders a chance to participate in the dynamic
                      growth of markets around the world. Based on gross
                      domestic product, many countries, in fact, are growing
                      faster than the United States. The repudiation of
                      communism, falling trade barriers, and freer cross-
                      border flows of capital are helping to unleash the
                      potential of countries whose prosperity has long trailed
                      that of the United States, providing fresh impetus to
                      their securities markets. However, even though Morgan
                      Stanley Capital International reports that 63% of the
                      world's stock market capitalization is outside the
                      United States, less than 7% of U.S. investors' mutual
                      fund assets are in international funds, according to the
                      Investment Company Institute.
                        For investors looking for new growth opportunities, as
                      well as increased diversification away from U.S.
                      markets, we believe international investing can offer
                      significant long-term potential and are pleased to be
                      able to offer three Funds focused on the world's
                      developed and emerging markets.
                        This is the first report to shareholders for these
                      Funds, and it covers all three -- MFS/Foreign & Colonial
                      International Growth and Income Fund, MFS/Foreign &
                      Colonial International Growth Fund, and MFS/Foreign &
                      Colonial Emerging Markets Equity Fund. Each of these
                      Funds has varying objectives, which are outlined on page
                      nine of this report.
                        We appreciate your support and welcome any questions
                      or comments you may have.

                      Respectfully,

                  /s/ A. Keith Brodkin
                      A. Keith Brodkin
                      Chairman

                      February 20, 1996

<PAGE>

MFS/FOREIGN & COLONIAL INTERNATIONAL FUNDS OVERVIEW

- -----------------       The MFS/Foreign & Colonial (F&C) International Funds:
                      International Growth and Income, International Growth,
[Photo of             and Emerging Markets Equity, were launched on October
Tony Thomson]         24, 1995. The performance of each Fund from that date
Tony Thomson          through January 31, 1996 is detailed on the following
- -----------------     pages. Although the brief period of measurement is not
                      that relevant to a long-term investment, it is pleasing
                      to have a positive start for each of the Funds.
                        While U.S. stock markets experienced an extraordinary
                      year of positive performance in 1995, we believe many of
                      today's best stock opportunities lie outside the United
                      States, particularly as more and more countries embrace
                      market-based economic reforms, reduce trade barriers,
                      and encourage capital flows across borders. At the same
                      time, diversifying around the world has the potential to
                      reduce the risks associated with investing in just one
                      country -- even if that country is the United States --
                      because markets from different countries do not often
                      move in the same direction. A study by the MFS Research
                      Department, for example, found that, from 1984 to 1994,
                      a diversified portfolio including 70% U.S. stocks and
                      30% foreign stocks provided the best balance of
                      potential risk and reward. The study looked at past
                      performance of two market indices, the Morgan Stanley
                      Capital International (MSCI) Europe Australia Far East
                      (EAFE) Index, for international stocks, and the Standard
                      & Poor's 500 Composite Index (the S&P 500) for U.S.
                      stocks. These indices are unmanaged and offer no
                      guarantees of how an individual's future investments
                      will fare, and while investing in foreign and emerging
                      market securities may provide greater returns, it also
                      involves greater risk than owning U.S. investments.
                        The MFS/F&C International Funds give investors
                      exposure to non-U.S. equity and fixed-income markets
                      around the world. They are managed by Foreign &
                      Colonial, the manager of the world's oldest closed-end
                      fund, in an alliance with MFS, the firm that launched
                      the first mutual fund in the United States. The Foreign
                      & Colonial group employs over 78 investment
                      professionals, including 29 dedicated to emerging
                      markets and 10 with expertise in small-cap investing.
                        We believe that economic fundamentals continue to
                      justify further loosening of monetary policy by most
                      central banks, particularly as there are hardly any
                      inflationary pressures visible in the major economies.
                      As a consequence, we believe interest rates will trend
                      moderately lower for some months despite the substantial
                      decline in rates that has occurred since 1994. However,
                      we anticipate the current round of monetary easing to
                      have a positive effect on the major economies in 1996
                      and 1997, resulting in moderate economic growth which
                      ultimately may put some modest upward pressure on
                      interest rates later in the period.
                        In Japan, the massive fiscal and monetary stimulus
                      seen since mid-1995 has finally produced the desired
                      results: a weaker yen and a recovery in the stock
                      market. We continue to overweight Japan, believing that
                      increased liquidity may support the stock market, while
                      the growth of corporate profits may surprise on the
                      upside due to the lower yen and the long-term process of
                      corporate restructuring and deregulation. Within Europe,
                      we believe the United Kingdom has the edge over the
                      Continent in fundamental terms. However, the political
                      situation has eroded this advantage due to the declining
                      position of the Conservative government in the opinion
                      polls. On the Continent, the outlook for growth

<PAGE>

MFS/FOREIGN & COLONIAL INTERNATIONAL FUNDS OVERVIEW - continued

                      deteriorated for most of last year and led to a rash of
                      earnings reductions, a trend which we believe is
                      approaching an end. Lower interest rates are also a clear
                      positive. In the United Kingdom, we believe smaller
                      companies may do well under this scenario. Within Europe,
                      we prefer France over Germany and continue to overweight
                      the Netherlands and Sweden.
                        After a very poor year in 1995, we believe that
                      emerging markets have seen excessive declines,
                      particularly given the fact that economic growth
                      remained strong during the past two years. The strong
                      performance of emerging market stocks in early 1996 is
                      certainly encouraging. We continue to favor Latin
                      America over other regions, with an emphasis on
                      Argentina, Brazil, and Colombia. In Asia, we have
                      increased our exposure to South Korea, Malaysia, and
                      Hong Kong. We believe the latter may benefit from
                      improving fundamentals in China as well as from a change
                      in sentiment toward emerging markets as an asset class.
                        We continue to believe in the long-term attractiveness
                      of emerging markets where we believe superior growth and
                      attractive valuations exist. The underperformance of
                      small-cap companies on an international basis over the
                      past five years, we believe, is set for a reversal over
                      the next two years. Our asset allocations, therefore,
                      are overweighted in emerging market and small-cap
                      stocks, where permitted. Within our blue-chip portfolios
                      we remain overweighted in Japan and Asia relative to the
                      United Kingdom and Europe. More detailed information on
                      the investment style of the three Funds and their
                      objectives is given on the following pages.
                      Respectfully,

                  /s/ Tony Thomson
                      Tony Thomson
                      Chief Investment Officer
                      Foreign & Colonial Management Ltd.

<PAGE>

INVESTMENT STRATEGIES
MFS/F&C EMERGING MARKETS EQUITY FUND

- --------------------    From commencement of operations on October 24, 1995
                      through January 31, 1996, Class A shares of the Fund
[Photo of             provided a total return of 7.97%, while Class B shares
Arnab Kumar Banerji]  provided a total return of 7.78%. These returns assume
Arnab Kumar Banerji   the reinvestment of distributions but exclude the
- --------------------  effects of any sales charges, and they compare to a
                      8.27% return for the Lipper Emerging Markets Funds Index
                      (the Lipper Index) and a 9.86% return for the MSCI
                      Emerging Markets Free (EMF) Index. The Lipper Mutual
                      Fund Indices are unmanaged indices of the largest
                      qualifying mutual funds within their respective
                      investment objectives, adjusted for the reinvestment of
                      capital gain distributions and income dividends, while
                      the MSCI EMF Index is a broad, unmanaged market-
                      capitalization-weighted index of equities in 19 emerging
                      markets. It is not possible to invest in an index.
                        The Fund is well-diversified at the country level,
                      with major industry weightings in telecommunications,
                      banking, basic industries, building materials, and
                      engineering. Within Asia, we have built up a strong
                      position in Hong Kong, which we believe will benefit
                      from increased global liquidity and an improved economic
                      picture in China. We are also positive on India despite
                      the fall in currency and the short-term decline in the
                      market. National elections are due within the next six
                      months, and the stock market has traditionally improved
                      in post-election periods. Thailand is another country
                      where we believe the bad news on inflation and corporate
                      profits is already factored into stock prices and
                      monetary easing is anticipated. We currently favor
                      Thailand's telecommunications, banking, and construction
                      sectors. In South Korea, the short-term outlook is not
                      as attractive, but we believe the longer-term picture
                      appears brighter based on prospects for deregulation of
                      the bond market, which we believe will be a major
                      positive factor for the stock market.
                        Our largest position in Latin America is in Brazil.
                      That nation's structural adjustment, which has brought
                      the annual inflation rate from 50% to 1.5%, was a
                      tremendous achievement, while the currency scare of 1995
                      was well-managed. Assuming that the government is now
                      able to attack the deficit situation, which we
                      anticipate to happen on a gradual basis, a decline in
                      real (adjusted for inflation) interest rates could lead
                      to strong market performance. We believe the Brazilian
                      market remains attractive on a valuation basis, and the
                      Fund favors the utility, steel, and retail sectors. In
                      Argentina, the political risk has decreased in the wake
                      of Mexico weathering its fiscal crisis. The Argentine
                      market still carries some economic risk but valuations
                      are attractive, particularly in the food and beverage
                      sector. We remain neutral on Mexico, balancing an
                      improving short-term picture against a more uncertain
                      view for the longer term. Currently, the Mexican market
                      is inexpensive and we favor exporting, construction,
                      food and beverage stocks.

<PAGE>

INVESTMENT STRATEGIES - continued
MFS/F&C EMERGING MARKETS EQUITY FUND

                        Finally, while South Africa has seen major
                      achievements in economic policy and, just as important,
                      a significant reduction in political risk, we believe
                      that the market's current level already reflects most of
                      this good news.
                      Respectfully,

                  /s/ Arnab Kumar Banerji
                      Arnab Kumar Banerji
                      Portfolio Manager

                        PORTFOLIO MANAGER PROFILE
                        ARNAB BANERJI IS CHIEF INVESTMENT OFFICER OF FOREIGN
                        & COLONIAL EMERGING MARKETS LTD. DR. BANERJI EARNED
                        DEGREES IN PHYSIOLOGY AND MEDICINE FROM OXFORD
                        UNIVERSITY BEFORE ENTERING THE INVESTMENT MANAGEMENT
                        BUSINESS WITH J. HENRY SCHRODER WAGG IN LONDON. HE
                        LEFT THAT FIRM TO BECOME A RESEARCH ANALYST AND
                        LATER DIRECTOR OF NOMURA SECURITIES. HE JOINED
                        CITIBANK INITIALLY AS HEAD OF EQUITY RESEARCH AT
                        CITIBANK SCRIMGEOUR VICKERS BEFORE MOVING TO
                        CITIBANK GLOBAL ASSET MANAGEMENT TO SET UP THEIR
                        EMERGING MARKETS OPERATION, WHICH HE HEADED UNTIL
                        1993, WHEN HE JOINED FOREIGN & COLONIAL.

<PAGE>

INVESTMENT STRATEGIES - continued
MFS/F&C INTERNATIONAL GROWTH AND INCOME FUND

- -------------------     From commencement of operations on October 24, 1995
                      through January 31, 1996, Class A shares of the Fund
[Photo of             provided a total return of 4.17%, while Class B shares
Atul Patel]           provided a total return of 4.10%. These returns assume
Atul Patel            the reinvestment of distributions but exclude the
- -------------------   effects of any sales charges, and they compare to a
                      5.69% return for the Lipper International Funds Index,
                      and a 5.14% return for a blend of the unmanaged MSCI
- -------------------   EAFE and the J.P. Morgan Global Government Bond indices.
                      The EAFE Index is an unmanaged index of international
[Photo of             stocks, while the Morgan Index is an unmanaged index of
Richard O. Hawkins]   bonds issued from 13 countries with remaining maturities
Richard O. Hawkins    of at least one year.
- -------------------     The Fund is currently overweighted in Japan, at
                      approximately 45% of the equity portfolio versus 41% for
                      the EAFE Index. This is a reflection of our view that the
                      Japanese market is attractive on the basis of monetary
                      policy, an improved outlook for the growth of corporate
                      profits, and a favorable view of the long-term prospects
                      for the financial system. We believe that a domestic
                      economic recovery will benefit such holdings as Omron in
                      electronics and the industrial conglomerate Mitsubishi
                      Heavy Industries, while companies such as Nippon Yusen in
                      the transport sector will benefit from the lower yen. We
                      are slightly overweighted in cyclical stocks, including
                      NKK in the steel sector and Ito Yokado (Japan's largest
                      department store chain) in the consumer sector. We are
                      underweighted in the financial services sector, although
                      holdings do include such quality financial services
                      companies as Industrial Bank of Japan.
                        The Fund is also overweighted in the Far East, in
                      addition to Japan, and under-weighted in continental
                      Europe and the United Kingdom, areas which we believe
                      are less attractive because of slow growth and earnings
                      disappointments. Over the longer term, however, we
                      believe the benefits of lower interest rates and a
                      consequent pickup in economic activity make European
                      valuations attractive. In Europe, we have invested in
                      cyclical stocks such as Bayer, a German chemical
                      company, and Solvay, Belgium's largest chemical company.
                      European investments also favor the Netherlands,
                      Switzerland, and France. In the United Kingdom, we are
                      positive on the construction sector as well as the
                      consumer sector, with the exception of pharmaceutical
                      stocks, which had strong performance in 1995. We also
                      favor capital goods companies, which we believe are
                      attractively priced and could benefit from an
                      improvement in economic activity.
                        Within the fixed-income area, we have, in this early
                      stage of the Fund's history, invested in a limited
                      number of countries. Going forward in the near term,
                      however, we expect to be underweighted in Japan
                      (relative to the J.P. Morgan index), neutral to the
                      dollar-bloc markets (Canada, Australia and New Zealand),
                      and overweighted in European bonds, although currency
                      exposures there are being partially hedged into U.S.
                      dollars.

                      Respectfully,

/s/  Tony Thomson             /s/ Atul Patel              /s/ Richard O. Hawkins
     Tony Thomson                 Atul Patel                  Richard O. Hawkins
     Portfolio Manager            Portfolio Manager           Portfolio Manager

<PAGE>

INVESTMENT STRATEGIES - continued
MFS/F&C INTERNATIONAL GROWTH AND INCOME FUND

                        PORTFOLIO MANAGER PROFILES
                        TONY THOMSON IS CHIEF INVESTMENT OFFICER OF FOREIGN
                        & COLONIAL MANAGEMENT LTD. HE JOINED FOREIGN &
                        COLONIAL IN 1994 FROM BANKERS TRUST INVESTMENT
                        MANAGEMENT IN LONDON, WHERE HE HAD BEEN CHIEF
                        INTERNATIONAL INVESTMENT OFFICER. PRIOR TO BANKERS
                        TRUST, HE HAD BEEN INTERNATIONAL DIRECTOR WITH
                        GARTMORE INVESTMENT MANAGEMENT, DIRECTOR OF EQUITIES
                        WITH POSTHORN ASSET MANAGEMENT AND VICE PRESIDENT/
                        PORTFOLIO MANAGER WITH MORGAN GUARANTY. MR. THOMSON
                        IS A GRADUATE OF YALE UNIVERSITY AND HAS A MASTER'S
                        DEGREE FROM OXFORD UNIVERSITY AND AN M.B.A. FROM
                        STANFORD UNIVERSITY. HE IS A CHARTERED FINANCIAL
                        ANALYST.
                          ATUL PATEL IS ASSISTANT DIRECTOR AND GLOBAL FUNDS
                        MANAGER OF FOREIGN & COLONIAL MANAGEMENT LTD. MR.
                        PATEL JOINED FOREIGN & COLONIAL IN 1994 FROM BANKERS
                        TRUST INVESTMENT MANAGEMENT IN LONDON, WHERE HE HAD
                        BEEN INVESTMENT MANAGER FOR INTERNATIONAL EQUITIES.
                        PRIOR TO BANKERS TRUST, HE HAD BEEN GLOBAL FUND
                        MANAGER WITH GARTMORE INVESTMENT MANAGEMENT. MR.
                        PATEL IS A GRADUATE OF BRUNEL UNIVERSITY AND HAS AN
                        M.B.A. FROM THE WARWICK BUSINESS SCHOOL.
                          RICHARD HAWKINS JOINED MFS IN 1988 AS ASSISTANT
                        VICE PRESIDENT - INVESTMENTS. A GRADUATE OF BROWN
                        UNIVERSITY AND THE UNIVERSITY OF PENNSYLVANIA'S
                        WHARTON GRADUATE SCHOOL OF BUSINESS ADMINISTRATION,
                        HE WAS NAMED VICE PRESIDENT - INVESTMENTS IN 1991
                        AND SENIOR VICE PRESIDENT IN 1993. ON JANUARY 1,
                        1996, MR. HAWKINS BECAME DIRECTOR OF THE
                        INTERNATIONAL FIXED INCOME DEPARTMENT OF MFS.


MFS/F&C INTERNATIONAL GROWTH FUND

                        From commencement of operations on October 24, 1995
                      through January 31, 1996, Class A shares of the Fund
                      provided a total return of 5.50%, while Class B shares
                      provided a total return of 5.33%. These returns assume
                      the reinvestment of distributions but exclude the
                      effects of any sales charges, and they compare to a
                      5.69% return for the Lipper International Funds Index
                      and a 7.44% return for the unmanaged EAFE Index.
                        In the Fund's first two months, the emerging market
                      asset category exhibited poor performance relative to
                      the EAFE Index, a factor strongly reversed in January.
                      The small-cap asset class also underperformed the EAFE
                      Index through most of the period, although this category
                      also showed some improvement in January.
                        The Fund is invested in three asset classes on an
                      international basis, including blue-chip stocks, which
                      currently comprise 30% of the equity portfolio; small-
                      capitalization stocks, which comprise 46%; and emerging
                      market stocks, which comprise 24%.
                        The blue-chip segment is currently overweighted in
                      Japan, at approximately 46% of the segment versus 41%
                      for the EAFE Index. This segment is also overweighted in
                      the Far East, exclusive of Japan, but underweighted in
                      continental Europe and the United Kingdom. In
                      continental Europe, we favor cyclical stocks over
                      financials, whilein the United Kingdom, we've overweighted

<PAGE>

INVESTMENT STRATEGIES - continued
MFS/F&C INTERNATIONAL GROWTH FUND

                      the consumer sector. In continental Europe, we favor the
                      Netherlands, Sweden and France and are underweighted in
                      Germany and Italy.
                        In the small-cap section, the Fund's largest position
                      is in Japan, although it is neutral relative to the EAFE
                      Index. We believe the potential for small-cap stocks in
                      Japan is favorable as the country goes through its
                      process of deregulation and embraces such concepts as
                      outsourcing. Stocks like Maruko (a manufacturer and
                      retailer of body suits for women) give exposure to a
                      unique and fast-growing area of the domestic economy.
                      NAC is active in home and business services like air
                      cleaners, water purifiers, vending machines, and flower
                      leasing. In the United Kingdom, we believe that the
                      valuations of small-cap stocks remain attractive after a
                      substantial improvement in their balance sheets. As a
                      result, takeover activity, already prevalent in the
                      large-cap market, seems likely to spill over into the
                      small-cap area. In Europe, the small-cap position seems
                      well-supported by valuations after a poor 1995, although
                      some evidence of economic recovery will be required
                      before this area is likely to outperform. Stocks like
                      the Dutch brewer Grolsch continue to offer an attractive
                      way into growing markets like Poland, while also having
                      solid balance sheets. The Italian furniture group
                      Natuzzi continues to benefit from increased demand for
                      its quality products both at home and -- significantly
                      -- in the United States. Colruyt in Belgium remains that
                      country's premier food discounter and has enough permits
                      for new sites to be able to avoid the impact of new
                      legislation designed to slow further retail development.
                      In the Far East, the Fund is focusing on specific stocks
                      such as Trust Bank of New Zealand and Associated
                      International Hotels in Hong Kong.
                          The emerging market section of the Fund is well-
                      diversified at the country level, with major industry
                      weightings in telecommunications, banking, basic
                      industries, building materials, and engineering. After a
                      poor showing late in 1995, this asset class saw a strong
                      recovery in the first few weeks of 1996. With the
                      exception of Mexico, the emerging market segment of the
                      Fund is overweighted in Latin America, as well as in
                      Hong Kong and, to a lesser extent, a few other Asian
                      markets. We are underweighted in South Africa and
                      Malaysia, where we believe valuations are closer to fair
                      value.
                      Respectfully,

                  /s/ Tony Thomson
                      Tony Thomson
                      Chief Investment Officer
                      Foreign & Colonial Management Ltd.

<PAGE>

OBJECTIVES AND POLICIES

                      MFS/F&C Emerging Markets Equity Fund
                        The Fund seeks capital appreciation by investing
                      primarily in companies whose principal activities are
                      located in emerging market countries. The Fund also has
                      the ability to invest up to 35% of assets in lower-rated
                      or unrated fixed-income securities. The Fund's exposure
                      to emerging markets is highly diversified across
                      countries and regions in order to seek to capture the
                      long-term returns from emerging market equities without
                      allowing specific countries to dominate the portfolio.
                      Markets are selected on a top-down basis using a core
                      and satellite approach, while stocks are selected after
                      fundamental research and on a basis of seeking growth at
                      the right price.

                      MFS/F&C International Growth and Income Fund
                        The Fund seeks capital appreciation and current income
                      by investing primarily in companies and issuers whose
                      principal activities are located outside of the United
                      States. It seeks to capture this above-average growth
                      potential by investing in a combination of foreign blue-
                      chip and growth stocks and foreign fixed-income
                      instruments. In addition, up to 10% of assets may be
                      invested in emerging market securities. The Fund defines
                      foreign blue-chip stocks as companies having a market
                      capitalization of more than $1 billion. The Fund may
                      allocate up to 50% of net assets to foreign government
                      and corporate fixed-income securities, although no more
                      than 25% of net assets will be invested in below-
                      investment-grade instruments. The Fund places emphasis
                      on country allocation based on relative economic,
                      political, and market factors supplemented by
                      fundamental research on stocks. Characteristics such as
                      strong management, dominant market position, and above-
                      average earnings growth are considered when looking for
                      valuations which may be depressed.

                      MFS/F&C International Growth Fund
                        The Fund seeks capital appreciation through investing,
                      under normal market conditions, at least 65% of its
                      total assets in companies whose principal activities are
                      located outside the United States and which offer above-
                      average growth potential over the long term. The Fund
                      seeks to capture this above-average growth potential by
                      investing in a combination of asset classes encompassing
                      foreign small-cap stocks, foreign blue-chip stocks, and
                      emerging market securities. The Fund places emphasis on
                      country allocation based on relative economic,
                      political, and market factors supplemented by
                      fundamental research on stocks. Characteristics such as
                      strong management, dominant market position, and above-
                      average earnings growth are considered when looking for
                      valuations which may be depressed.

<PAGE>

PORTFOLIO CONCENTRATION AS OF JANUARY 31, 1996
MFS/F&C EMERGING MARKETS EQUITY FUND

COUNTRY WEIGHTINGS (% OF NET ASSETS)

Brazil .....................  13.9%
Malaysia ...................  13.9%
Mexico .....................   8.3%
South Africa ...............  10.6%
Thailand ...................   9.9%
Other ......................  43.4%


TOP 5 INDUSTRY WEIGHTINGS                                    (% OF NET ASSETS)
Telecommunications                                                       16.9%
Banks                                                                    12.1%
Extractive Industries                                                     7.9%
Building Materials                                                        7.6%
Engineering                                                               6.1%

TOP 10 EQUITY HOLDINGS                                       (% OF NET ASSETS)
Telecomunicacoes Brasileiras S.A., ADR                                    4.2%
Brazilian telecommunications company
Bank of Ayudhya Ltd.                                                      3.8%
Thai bank
TelecomAsia Corp. Ltd.                                                    3.5%
Thai telecommunications company
Malayan Banking Berhad                                                    3.0%
Malaysian bank
Sime Darby Berhad                                                         2.9%
Largest Malaysian conglomerate
South African Breweries Ltd.                                              2.9%
Brewer; also has investments in
hotels and retailing
Nedcor Ltd.                                                               2.7%
South African bank holding company
Tenaga Nasional Berhad                                                    2.7%
Malaysian electric utility
Usinas Siderurgicas de Minas Gerais S.A., ADR                             2.6%
Brazilian iron and steel manufacturer
Cia Acos Especia Itab, ADR                                                2.6%
Brazilian steel manufacturer

PORTFOLIO STRUCTURE                                          (% OF NET ASSETS)
Stocks                                                                   89.9%
Cash                                                                     10.1%

<PAGE>


PORTFOLIO OF INVESTMENTS - January 31, 1996
MFS/F&C EMERGING MARKETS EQUITY FUND
<TABLE>
<CAPTION>
Common Stocks - 89.9%
- -------------------------------------------------------------------------------------------
Issuer                                                                  Shares      Value
- -------------------------------------------------------------------------------------------
<S>                                                                     <C>     <C>        
Argentina - 4.8%
  Buenos Aires Embotelladora S.A., ADR (Beverages)                      12,700  $   269,875
  Molinos Rio de la Plata S.A. (Food)                                   13,012      117,770
  Perez Companc S.A. (Oil and Gas)                                      40,602      256,224
  Telefonica de Argentina, ADR
    (Utilities - Telephone)                                             16,250      520,000
                                                                                -----------
                                                                                $ 1,163,869
- --------------------------------------------------------------------------------------------
Brazil - 13.9%
  Centrais Electricas Brasile, ADR
    (Utilities - Electric)                                              38,050  $   575,316
  Cia Acos Especia Itab, ADR (Iron/Steel)*                              49,400      629,850
  Lojas Americanas S.A., ADR (Retail)*                                  23,180      527,345
  Telecomunicacoes Brasileiras S.A., ADR (Telecommunications)           18,450    1,028,588
  Usinas Siderurgicas de Minas Gerais S.A., ADR (Iron/Steel)             9,600      105,600
  Usinas Siderurgicas de Minas Gerais S.A., ADR, Preferred
    (Iron/Steel)                                                        47,000      537,445
                                                                                -----------
                                                                                $ 3,404,144
- --------------------------------------------------------------------------------------------
Chile - 6.2%
  Chilgener S.A., ADR (Utilities - Electric)                             8,800  $   206,800
  Compania Telecomunicacion Chile S.A., ADR (Utilities -
    Telephone)                                                           4,700      376,588
  Embotelladora Andina S.A., ADR (Beverages)                             9,020      313,445
  Quimica Minera Chile, "B", ADR (Chemicals)                            12,420      616,343
                                                                                -----------
                                                                                $ 1,513,176
- --------------------------------------------------------------------------------------------
Colombia - 2.5%
  Banco Industrial Colombiano, ADR (Finance)                            35,450  $   620,375
- --------------------------------------------------------------------------------------------
Hong Kong - 2.4%
  Hong Kong Electric (Utilities - Electric)                             79,500  $   269,915
  Wharf Holdings Ltd. (Real Estate)                                     77,000      303,753
                                                                                -----------
                                                                                $   573,668
- --------------------------------------------------------------------------------------------
Hungary - 1.5%
  Magyar Olaj es Gas (Miscellaneous)                                    17,700  $   194,700
  Pannonplast Muanuagipari (Chemicals)                                   8,000      169,396
                                                                                -----------
                                                                                $   364,096
- --------------------------------------------------------------------------------------------
India - 5.1%
  Grasim Industries Ltd., GDR (Chemicals)*##                            19,400  $   329,800
  ITC Ltd., GDR (Tobacco)*                                              18,100      119,913
  Indian Aluminum Co. Ltd., GDR (Metals)##                              39,600      172,260
  Reliance Industries Ltd., GDR
    (Consumer Goods and Services)                                       53,200      625,100
                                                                                -----------
                                                                                $ 1,247,073
- --------------------------------------------------------------------------------------------
Indonesia - 2.2%
  PT Indofood Sukses Makmur (Food)                                      13,500  $    70,712
  PT Indosat (Telecommunications)                                       49,000      196,770
  PT Inti Indorayon Utama
    (Forest and Paper Products)                                         54,000       55,391
  PT Telekomunikasi Indonesia, ADR (Telecommunications)*                 7,200      221,400
                                                                                -----------
                                                                                $   544,273
- --------------------------------------------------------------------------------------------
Malaysia - 13.9%
  Malayan Banking Berhad (Finance)                                      82,600  $   739,172
  Nylex (Malaysia) Berhad (Chemicals)                                   60,000      194,607
  Perusahaan Otomobl (Automobiles)                                      66,000      247,597
  Resorts World Berhad (Entertainment)                                  63,000      334,818
  Sime Darby Berhad (Holding Company)                                  267,000      714,713
  Telekom Malaysia Berhad (Telecommunications)                          59,000      491,090
  Tenaga Nasional Berhad (Utilities - Electric)                        180,000      668,230
                                                                                -----------
                                                                                $ 3,390,227
- --------------------------------------------------------------------------------------------
Mexico - 8.3%
  Cemex S.A., "B" (Construction)                                       106,506  $   434,689
  Fomento Economico Mexicano S.A., "B" (Brewery)                       179,376      503,469
  Gruma S.A., "B" (Food)                                                69,219      224,786
  Grupo Carso (Conglomerate)*                                           80,201      555,698
  Tubos de Acero de Mexico S.A. (Iron/Steel)*                           38,678      309,948
                                                                                -----------
                                                                                $ 2,028,590
- --------------------------------------------------------------------------------------------
Philippines - 2.1%
  Ayala Land, Inc., "B" (Real Estate)                                   88,600  $   113,386
  Manila Electric Co., "B" (Utilities - Electric)                       15,700      151,440
  Philippine Long Distance Telephone Co., ADR (Utilities -
    Telephone)                                                           2,200      140,352
  Philippine Telegraph & Telephone Corp. (Telecommunications)           99,500      114,031
                                                                                -----------
                                                                                $   519,209
- --------------------------------------------------------------------------------------------
South Africa - 10.6%
  Nedcor Ltd. (Financial Services)                                      36,722  $   669,228
  Sasol Ltd. (Oils)                                                     69,861      627,007
  South African Breweries Ltd. (Brewery)                                19,122      712,686
  South African Iron & Steel Industries
    (Iron/Steel)                                                       674,699      593,528
                                                                                -----------
                                                                                $ 2,602,449
- --------------------------------------------------------------------------------------------
South Korea - 3.1%
  Korea Electric Power Corp., ADR
    (Utilities - Electric)                                              14,400  $   374,400
  Korea International Trust (Finance)*+                                      7      395,500
                                                                                -----------
                                                                                $   769,900
- --------------------------------------------------------------------------------------------
Taiwan - 1.6%
  Taipei Fund (Financial Services)*                                          6  $   396,000
- --------------------------------------------------------------------------------------------
Thailand - 9.9%
  Bank of Ayudhya Ltd. (Banks)                                         135,300  $   934,761
  Siam City Cement Co. Ltd.
    (Building Materials)                                                19,000      291,038
  Siam City Cement Co. Ltd., Foreign Registered (Building
    Materials)                                                          28,000      338,255
  TelecomAsia Corp. Ltd.
    (Utilities - Telephone)*                                           100,000      305,961
  TelecomAsia Corp. Ltd., Foreign Registered (Utilities -
    Telephone)*                                                        175,000      552,704
                                                                                -----------
                                                                                $ 2,422,719
- --------------------------------------------------------------------------------------------
Turkey - 1.8%
  Netas Telekomunik (Telecommunications)                               619,000  $   226,595
  Trakya Cam Sanayil (Manufacturing)                                 1,638,000      203,348
                                                                                -----------
                                                                                $   429,943
- --------------------------------------------------------------------------------------------
Total Common Stocks (Identified Cost, $20,635,234)                              $21,989,711
- --------------------------------------------------------------------------------------------
<PAGE>
Repurchase Agreement - 20.1%
- --------------------------------------------------------------------------------------------
                                                              Principal Amount
Issuer                                                           (000 Omitted)         Value
- --------------------------------------------------------------------------------------------
  State Street Bank and Trust Co.,
    dated 1/29/96, due 2/01/96, total to be received $4,924,581
    (secured by $5,145,000 U.S. Treasury Bills, due
    7/25/96, market value $5,023,254), at Cost                          $4,924  $  4,924,000
- ---------------------------------------------------------------------------------------------
Total Investments (Identified Cost, $25,559,234)                                 $26,913,711
Other Assets, Less Liabilities - (10.0)%                                          (2,453,797)
- ---------------------------------------------------------------------------------------------
Net Assets - 100.0%                                                              $24,459,914
- ---------------------------------------------------------------------------------------------
          See portfolio footnotes and notes to financial statements
</TABLE>

<PAGE>

PORTFOLIO CONCENTRATION AS OF JANUARY 31, 1996
MFS/F&C INTERNATIONAL GROWTH AND INCOME FUND

COUNTRY WEIGHTINGS (% OF NET ASSETS)

Canada .....................   6.3%
France .....................   6.2%
Germany ....................   8.3%
Japan ......................  31.3%
United Kingdom .............  10.0%
Other ......................  37.9%


TOP 5 INDUSTRY WEIGHTINGS                                    (% OF NET ASSETS)
Electronic/Electrical                                                     8.9%
Banks                                                                     7.9%
Property                                                                  4.5%
Diversified Industrials                                                   3.9%
Engineering                                                               3.4%


TOP 10 EQUITY HOLDINGS                                       (% OF NET ASSETS)
Matsushita Electric Industries                                            1.7%
Japanese consumer electronics conglomerate
Isetan                                                                    1.6%
Japanese department store chain
Ito Yokado Co.                                                            1.6%
Japan's largest department store chain
Honshu Paper Co.                                                          1.5%
Leading Japanese paper manufacturer
Kajima Corp.                                                              1.5%
Japanese engineering and construction company
Ricoh Co. Ltd.                                                            1.5%
Japanese office and business equipment company
Marubeni Corp.                                                            1.4%
Japanese distributor and wholesaler
NKK Corp.                                                                 1.4%
Leading Japanese steel company
Nippon Yusen KK                                                           1.4%
Japanese shipping company
Industrial Bank of Japan                                                  1.4%
Leading Japanese long-term credit bank


PORTFOLIO STRUCTURE                                          (% OF NET ASSETS)
Stocks                                                                   69.1%
Bonds                                                                    19.9%
Cash                                                                     11.0%

<PAGE>

PORTFOLIO OF INVESTMENTS - January 31, 1996
MFS/F&C INTERNATIONAL GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
Common Stocks - 69.1%
- ------------------------------------------------------------------------------------------------
Issuer                                                                  Shares      Value
- ------------------------------------------------------------------------------------------------
<S>                                                                    <C>      <C> 
Australia - 1.5%
  Broken Hill Proprietary (Mining)                                       8,300  $   117,209
  Mayne Nickless Ltd. (Commercial Services)                             17,800       79,322
  Westpac Bank Corp. (Finance)                                          16,300       78,104
                                                                                -----------
                                                                                $   274,635
- -------------------------------------------------------------------------------------------------
Belgium - 0.7%
  Generale de Banque (Finance)                                             250  $    93,848
  Solvay et Cie (Chemicals)                                                 40       22,802
                                                                                -----------
                                                                                $   116,650
- -------------------------------------------------------------------------------------------------
France - 3.8%
  Accor (Lodging)                                                          920  $   120,286
  Credit Local de France (Finance)                                       1,410      118,847
  Eaux (Cie Generale) (Utilities - Water)                                1,150      122,180
  Lafarge-Coppee (Building Materials)                                    1,860      125,750
  Legrand (Electrical Equipment)                                           800       93,776
  TOTAL S.A. (Oils)                                                      1,660      113,790
                                                                                -----------
                                                                                $   694,629
- -------------------------------------------------------------------------------------------------
Germany - 4.0%
  BASF AG (Chemicals)                                                      400  $    95,529
  Bayer AG (Chemicals)                                                     650      194,480
  Deutsche Bank AG (Finance)                                             1,250       62,445
  Mannesmann AG (Diversified Machinery)                                    350      121,546
  Preussag AG (Metals/Hardware)                                            300       88,852
  Siemens AG (Electrical Equipment)                                        110       62,474
  VEBA AG (Oil and Gas)                                                    800       35,624
  Volkswagen AG (Automobiles)                                              180       65,656
                                                                                -----------
                                                                                $   726,606
- -------------------------------------------------------------------------------------------------
Hong Kong - 3.5%
  Cheung Kong Holdings Ltd. (Real Estate)                               21,000  $   156,177
  HSBC Holdings PLC (Finance)                                            6,800      112,577
  Hong Kong Electric (Utilities - Electric)                             26,000       88,274
  New World Development Co. (Real Estate)                               32,000      161,415
  Swire Pacific Air Ltd. (Transportation - Air)                         12,000      104,765
                                                                                -----------
                                                                                $   623,208
- -------------------------------------------------------------------------------------------------
Italy - 0.7%
  Fiat S.p.A. (Automobiles)                                             14,000  $    47,323
  Italgas (Utilities - Gas)                                             12,800       42,660
  Telecom Italia S.p.A. (Telecommunications)                            22,150       37,786
                                                                                -----------
                                                                                $   127,769
- -------------------------------------------------------------------------------------------------
Japan - 31.3%
  Asahi Chemical Industry Co. Ltd. (Chemicals)                          30,000  $   217,973
  Canon, Inc. (Consumer Goods)                                          11,000      207,780
  DDI Corp. (Telecommunications)                                            30      220,497
  Fujisawa Pharmaceutical (Pharmaceuticals)                             26,000      234,618
  Hitachi (Electronics)                                                 16,000      161,586
  Hitachi Zosen Corp. (Manufacturing)                                   47,000      239,527
  Honshu Paper Co. (Forest and Paper Products)                          43,000      279,858
  Industrial Bank of Japan (Finance)                                     9,000      249,953
  Isetan (Retail)                                                       22,000      290,069
  Ito Yokado Co. (Retail)                                                5,000      284,739
  Kajima Corp. (Engineering and Construction)                           26,000      274,734
  Kyocera Corp. (Electronics)                                            3,000  $   212,923
  Marubeni Corp. (Distribution/Wholesale)                               49,000      258,883
  Matsushita Electric Industrial Co.
    (Electrical Equipment)                                              18,000      299,607
  Mitsubishi Estate Co. Ltd. (Real Estate)                              19,000      230,971
  Mitsubishi Heavy Industries Ltd.
    (Aerospace/Defense)                                                 30,000      238,171
  Mitsubishi Trust & Banking (Finance)                                  10,000      155,227
  NKK Corp. (Steel)*                                                    90,000      256,686
  Nippon Yusen Kabushiki Kaish
    (Transportation - Marine)                                           45,000      252,057
  Nomura Securities Co. Ltd. (Finance)                                  10,000      216,944
  Omron Corp. (Electronics)                                             11,000      242,753
  Ricoh Co. Ltd. (Office/Business Equipment)                            25,000      266,505
  Sakura Bank Ltd. (Finance)                                            20,000      230,036
  Tokyo Broadcasting System (Broadcasting)                               9,000      148,120
                                                                                -----------
                                                                                $ 5,670,217
- -------------------------------------------------------------------------------------------------
Malaysia - 1.2%
  Genting Berhad (Entertainment)                                         4,000  $    36,264
  Malayan Banking Berhad (Finance)                                       9,000       80,539
  Sime Darby Berhad (Holding Company)                                   36,000       96,366
                                                                                -----------
                                                                                $   213,169
- -------------------------------------------------------------------------------------------------
Netherlands - 3.7%
  ABN Amro Holding N.V. (Finance)                                        1,800  $    79,121
  Ahold (Koninklijke) N.V. (Retail - Grocery)                            3,440      141,707
  Akzo Nobel (Chemicals)                                                   500       53,174
  KNP BT (Koninklijke) N.V.
    (Forest and Paper Products)                                          5,550      140,975
  Philips Electronics N.V. (Manufacturing)                               3,580      142,959
  Verenigde Nederlandse Uitgeversbedrijven (Publishing)                    800      118,417
                                                                                -----------
                                                                                $   676,353
- -------------------------------------------------------------------------------------------------
Singapore - 1.7%
  City Developments Ltd. (Real Estate)                                  22,000  $   178,269
  Keppel Corp. Ltd. (Transportation - Marine)                            5,000       46,857
  Overseas-Chinese Banking Corp. Ltd. (Finance)                          6,000       82,441
                                                                                -----------
                                                                                $   307,567
- -------------------------------------------------------------------------------------------------
Spain - 2.2%
  Acerinox S.A. (Steel)                                                  1,130  $   114,903
  Repsol S.A. (Oils)                                                     5,050      175,736
  Telefonica de Espana (Utilities - Telephone)                           7,150      105,004
                                                                                -----------
                                                                                $   395,643
- -------------------------------------------------------------------------------------------------
Sweden - 1.4%
  ASTRA AB, Free Shares, "A" (Pharmaceuticals)                           2,400  $    97,765
  Ericsson LM, "B" (Telecommunications)                                  4,720       95,113
  Volvo AB, "B" (Automotive)                                             3,200       60,092
                                                                                -----------
                                                                                $   252,970
- -------------------------------------------------------------------------------------------------
Switzerland - 3.4%
  Alusuisse Lonza Holding AG (Metals)                                      210  $   163,407
  Nestle AG, Registered Shares
    (Food and Beverage Products)                                           130      136,916
  Roche Holding AG (Pharmaceuticals)                                        20      146,374
  Winterthur (Insurance)                                                   250      159,425
                                                                                -----------
                                                                                $   606,122
- -------------------------------------------------------------------------------------------------
United Kingdom - 10.0%
  Allied Domecq PLC (Food and Beverage Products)                         9,450  $    73,879
  BAT Industries (Tobacco)                                               9,850       87,155
  BTR PLC (Holding Company)                                             15,240       76,428
  Bass (Beverages)                                                       8,200       92,806
  British Gas (Utilities - Gas)                                         22,450       81,294
  British Petroleum (Oil and Gas)                                       11,200       89,767
  British Telecom (Telecommunications)                                  11,350       61,391
  Caradon PLC (Holding Company)                                         29,330       99,097
  Dalgety (Food Products)                                               12,050       76,497
  General Accident PLC (Insurance)                                       8,700       85,415
  General Electric Co. (Manufacturing)                                  16,300       89,647
  Granada Group PLC (Leisure)                                           10,960      119,061
  Inchcape PLC (Commercial Services)                                    33,770      135,587
  Kingfisher (Retail)                                                   12,000       97,633
  Land Securities PLC (Real Estate)                                      9,350       88,539
  National Westminster (Finance)                                         9,000       90,474
  Peninsular & Oriental
    (Transportation - Marine)                                           15,020      124,935
  Sainsbury (J.) PLC (Retail)                                           13,950       83,275
  Shell Transport & Trading Co. PLC
    (Oil and Gas)                                                        3,590       46,233
  Wimpey (George) (Construction)                                        53,600      117,754
                                                                                -----------
                                                                                $ 1,816,867
- -------------------------------------------------------------------------------------------------
Total Common Stocks (Identified Cost, $11,943,025)                              $12,502,405
- -------------------------------------------------------------------------------------------------
Bonds - 19.9%
- -------------------------------------------------------------------------------------------------
                                                              Principal Amount
Issuer                                                           (000 Omitted)      Value
- -------------------------------------------------------------------------------------------------
Canada - 6.3%
  Government of Canada, 8.75s, 2005                         CAD          1,400  $ 1,139,926
- -------------------------------------------------------------------------------------------------
Denmark - 4.1%
  Kingdom of Denmark, 8s, 2001                              DKK          4,000  $   752,393
- -------------------------------------------------------------------------------------------------
France - 2.4%
  Republic of France, 7s, 2000                              FRF          2,050  $   428,163
- -------------------------------------------------------------------------------------------------
Germany - 4.3%
  German Unity Fund, 8.5s, 2001                             DEM          1,000  $   772,877
- -------------------------------------------------------------------------------------------------
Spain - 2.8%
  Government of Spain, 10.9s, 2003                          ESP         60,000  $   515,188
- -------------------------------------------------------------------------------------------------
Total Bonds (Identified Cost, $3,646,954)                                       $ 3,608,547
- -------------------------------------------------------------------------------------------------
Repurchase Agreement - 9.3%
- -------------------------------------------------------------------------------------------------
  State Street Bank and Trust Co.,
    dated 1/31/96, due 2/01/96, total to be
    received $1,687,199 (secured by $1,765,000 U.S. Treasury
    Bills, due 7/25/96, market value $1,723,235),
    at Cost                                                             $1,687  $ 1,687,000
- -------------------------------------------------------------------------------------------------
Total Investments (Identified Cost, $17,276,979)                                $17,797,952
Other Assets, Less Liabilities - 1.7%                                               310,414
- -------------------------------------------------------------------------------------------------
Net Assets - 100.0%                                                             $18,108,366
- -------------------------------------------------------------------------------------------------

          See portfolio footnotes and notes to financial statements
</TABLE>
<PAGE>

PORTFOLIO CONCENTRATION AS OF JANUARY 31, 1996
MFS/F&C INTERNATIONAL GROWTH FUND
COUNTRY WEIGHTINGS (% OF NET ASSETS)

Netherlands ................  4.0%
Malaysia ...................  4.1%
France .....................  4.9%
United Kingdom ............. 12.7%
Japan ...................... 31.0%
Other ...................... 43.3%

TOP 5 INDUSTRY WEIGHTINGS                                    (% OF NET ASSETS)
Engineering                                                               7.1%
Electronic/Electrical                                                     6.8%
Banks                                                                     6.8%
Telecommunications                                                        5.8%
Other Business Services                                                   5.6%
TOP 10 EQUITY HOLDINGS                                       (% OF NET ASSETS)
Telecomunicacoes Brasileiras S.A., ADR                                    1.1%
Leading Brazilian telecommunications company
Korea International Trust                                                 1.1%
Closed-end South Korean country fund
Centrais Electricas Brasileiras                                           0.9%
Brazilian electric utility
Sime Darby Berhad                                                         0.9%
Largest Malaysian conglomerate
Bank of Ayudhya                                                           0.9%
Thai bank
Malayan Banking Berhad                                                    0.8%
Malaysian bank
Memtec Ltd.                                                               0.8%
Australian manufacturer of environmental
control products
Lojas Americanas S.A.                                                     0.8%
Brazilian retail chain
Matsuda Sangyo Co. Ltd.                                                   0.8%
Japanese food wholesaler and metals recycler
Banco Industrial Colombiano                                               0.7%
Colombian bank
PORTFOLIO STRUCTURE                                  (ASSET CLASS % OF EQUITY)
Small Cap                                                                  46%
Blue Chip                                                                  30%
Emerging Markets                                                           24%


PORTFOLIO STRUCTURE                                          (% OF NET ASSETS)
Stocks                                                                   91.4%
Cash                                                                      8.6%
<PAGE>

PORTFOLIO OF INVESTMENTS - January 31, 1996
MFS/F&C INTERNATIONAL GROWTH FUND
<TABLE>
<CAPTION>
Common Stocks - 91.4%
- -----------------------------------------------------------------------------------------------
Issuer                                                                  Shares      Value
- -----------------------------------------------------------------------------------------------
<S>                                                                     <C>    <C>                   
Argentina - 1.1%
  Buenos Aires Embotelladora S.A., ADR (Beverages)                       5,200  $   110,500
  Molinos Rio de la Plata S.A. (Food)                                   10,470       94,763
  Perez Companc S.A. (Oil and Gas)                                      18,200      114,853
  Telefonica de Argentina, ADR
    (Utilities - Telephone)                                              7,200      230,400
                                                                                -----------
                                                                                $   550,516
- -----------------------------------------------------------------------------------------------
Australia - 2.1%
  Broken Hill Proprietary (Mining)                                      11,100  $   156,749
  Futuris Corp. Ltd. (Machines)                                        253,000       286,574
  Mayne Nickless Ltd. (Commercial Services)                             26,700       118,983
  Memtec Ltd. (Manufacturing)                                          200,624       426,089
  Westpac Bank Corp. (Finance)                                          14,600        69,958
                                                                                ------------
                                                                                $  1,058,353
- ------------------------------------------------------------------------------------------------
Belgium - 0.9%
  Colruyt S.A. (Stores)                                                  1,100  $    323,508
  Generale de Banque (Finance)                                             250        93,848
  Solvay et Cie (Chemicals)                                                100        57,004
                                                                                ------------
                                                                                $    474,360
- ------------------------------------------------------------------------------------------------
Brazil - 3.4%
  Centrais Electricas Brasile, ADR
    (Utilities - Electric)                                              30,980  $    468,418
  Cia Acos Especia Itab, ADR (Iron/Steel)*                              24,065       306,829
  Lojas Americanas S.A., ADR (Retail)*                                  17,900       407,225
  Telecomunicacoes Brasileiras S.A., ADR (Telecommunications)           10,350       577,013
                                                                                ------------
                                                                                $  1,759,485
- ------------------------------------------------------------------------------------------------
Chile - 1.7%
  Chilgener S.A., ADR (Utilities - Electric)                             6,600  $    155,100
  Compania Telecomunicacion Chile S.A., ADR (Utilities -
    Telephone)                                                           2,800       224,350
  Embotelladora Andina S.A., ADR (Beverages)                             4,500       156,375
  Quimica Minera Chile, "B", ADR (Chemicals)                             6,865       340,676
                                                                                ------------
                                                                                $    876,501
- ------------------------------------------------------------------------------------------------
Colombia - 0.8%
  Banco Industrial Colombiano, ADR (Finance)                            21,800  $    381,500
- ------------------------------------------------------------------------------------------------
France - 4.9%
  Accor (Lodging)                                                        1,200  $    156,895
  Credit Local de France (Finance)                                         800        67,431
  Eaux (Cie Generale) (Utilities - Water)                                1,950       207,174
  Ecco Travail Temporaire S.A.
    (Commercial Services)                                                4,630       345,787
  Guilbert S.A. (Distributing)                                           2,570       320,904
  Lafarge-Coppee (Building Materials)                                    1,800       121,694
  Lapeyre S.A. (Building Materials)                                      6,110       328,166
  Legrand (Electrical Equipment)                                           860       100,810
  Primagaz Cie (Oil and Gas)                                             3,800       332,961
  SEB S.A. (Household Goods)                                             2,500       344,016
  TOTAL S.A. (Oils)                                                      2,550       174,799
                                                                                ------------
                                                                                $  2,500,637
- ------------------------------------------------------------------------------------------------
Germany - 3.8%
  BASF AG (Chemicals)                                                      400  $     95,529
  Bayer AG (Chemicals)                                                     850       254,320
  Berentzen Gruppe AG (Beverages)                                        9,010       351,362
  Buderus AG (Manufacturing)                                               773       321,715
  Grohe (Friedrich) AG (Construction Materials)                          1,362       311,356
  Mannesmann AG (Diversified Machinery)                                    500       173,637
  Preussag AG (Metals/Hardware)                                            300        88,852
  Siemens AG (Electrical Equipment)                                        100        56,794
  VEBA AG (Oil and Gas)                                                  1,600        71,249
  Volkswagen AG (Automobiles)                                              200        72,951
  WMF-Wuerttembergische Metallwarenfabrik AG (Household
    Products)                                                              620       118,806
                                                                                ------------
                                                                                $  1,916,571
- ------------------------------------------------------------------------------------------------
Hong Kong - 3.2%
  Associated International Hotels (Lodging)                            414,000  $    283,796
  Chen Hsong Holdings (Machines)                                       456,000       265,404
  Cheung Kong Holdings Ltd. (Real Estate)                               38,000       282,606
  Dah Sing Financial Group (Banks)                                      91,200       260,686
  HSBC Holdings PLC (Finance)                                            9,200       152,310
  Hong Kong Electric (Utilities - Electric)                             63,000       213,895
  Swire Pacific Air Ltd. (Transportation - Air)                         13,000       113,495
  Wharf Holdings Ltd. (Real Estate)                                     20,000        78,897
                                                                                ------------
                                                                                $  1,651,089
- ------------------------------------------------------------------------------------------------
Hungary - 0.4%
  Magyar Olaj es Gas (Miscellaneous)                                     8,900  $     97,900
  Pannonplast Muanuagipari (Chemicals)*                                  5,750       121,753
                                                                                ------------
                                                                                $    219,653
- ------------------------------------------------------------------------------------------------
India - 1.2%
  Grasim Industries Ltd., GDR (Chemicals)*##                             9,000  $    153,000
  ITC Ltd., GDR (Tobacco)*                                              11,000        72,875
  Indian Aluminum Co. Ltd., GDR (Metals)##                              20,800        90,480
  Reliance Industries, GDR
    (Consumer Goods and Services)*                                      26,770       314,547
                                                                                ------------
                                                                                $    630,902
- ------------------------------------------------------------------------------------------------
Indonesia - 0.6%
  PT Indofood Sukses Makmur (Food)                                       8,500  $     44,522
  PT Indosat (Telecommunications)                                       29,000       116,456
  PT Inti Indorayon Utama
    (Forest and Paper Products)                                         32,000        32,824
  PT Telekomunikasi Indonesia, ADR (Telecommunications)*                 4,000       123,000
                                                                                ------------
                                                                                $    316,802
- ------------------------------------------------------------------------------------------------
Italy - 0.9%
  Fiat S.p.A. (Automobiles)                                             18,000  $     60,843
  Industrie Natuzzi S.p.A., ADR (Furniture)                              6,910       336,863
  Italgas (Utilities - Gas)                                             13,600        45,326
  Telecom Italia S.p.A. (Telecommunications)                            16,600        28,318
                                                                                ------------
                                                                                $    471,350
- ------------------------------------------------------------------------------------------------
Japan - 31.0%
  Ariake Japan Co. Ltd. (Food)                                          10,000  $    369,366
  Asahi Chemical Industry Co. Ltd. (Chemicals)                          38,000       276,099
  Canon, Inc. (Consumer Goods)                                          15,000       283,336
  Chofu Seisakusho Co. (Machines)                                       14,000       335,141
  DDI Corp. (Telecommunications)                                            30       220,497
  DMS, Inc. (Commercial Services)                                       13,000       280,812
  Daimei Telecom Engineer Corp. (Telecommunications)                    40,000       334,767
  Daiwa Industries Co. Ltd. (Distributor)                               33,000       327,099
  Diamond Computer Service Co.
    (Computers - Software)                                              18,000       304,657
  Exedy Corp. (Automotive Parts)                                        20,700       340,677
  Fujisawa Pharmaceuticals (Pharmaceuticals)                            30,000       270,713
  Fukuda Denshi (Electronics)                                           13,000       333,084
  Hitachi Zosen Tomioka (Automotive)*                                   56,000       285,394
  Homac Corp. (Retail)                                                  17,300       355,901
  Honshu Paper Co. Ltd.
    (Forest and Paper Products)                                         32,000       208,266
  Industrial Bank of Japan (Finance)                                    10,000       277,726
  Isetan (Retail)                                                       23,000       303,254
  Ito-Yokado Co. Ltd. (Retail)                                           3,000       170,843
  Japan Transcity Corp. (Storage)                                       56,000       343,520
  Kajima Corp. (Engineering/Construction)                               30,000       317,000
  Kasumi Convenience Networks (Retail)                                  14,000       346,924
  Kato Denki (Retail)                                                   13,800       290,350
  Kyocera Corp. (Electronics)                                            4,000       283,898
  Marubeni Corp. (Distribution/Wholesale)                               37,000       195,483
  Maruko Co. Ltd. (Textiles)                                             5,100       338,601
  Matsuda Sangyo Co. Ltd. (Food)                                        15,000       388,536
  Matsushita Electric Industrial Co.
    (Electrical Equipment)                                              19,000       316,252
  Mitsubishi Estate Co. Ltd. (Real Estate)                              19,000       230,971
  Mitsubishi Heavy Industries Ltd.
    (Aerospace/Defense)                                                 30,000       238,171
  Mitsubishi Trust & Banking (Finance)                                  19,000       294,932
  Miura (Machines)                                                      21,000       327,941
  NAC Co. Ltd. (Commercial Services)*                                   14,000       341,687
  NKK Corp. (Steel)*                                                   116,000       330,840
  Nippon Yusen Kabushiki Kaish (Transportation - Marine)                47,000       263,260
  Nissha Printing (Manufacturing)                                       24,000       332,149
  Nomura Securities Co. Ltd. (Finance)                                  13,000       282,027
  Oi Electric Co. (Electronics)                                         11,000       331,214
  Omron Corp. (Electronics)                                             12,000       264,821
  Ricoh Co. Ltd. (Office/Business Equipment)                            22,000       234,524
  Ryohin Keikaku Co. Ltd. (Retail)                                       4,000       331,401
  Sakura Bank Ltd. (Finance)                                            27,000       310,548
  Sanshin Electronics Co. Ltd. (Electronics)                            19,000       337,572
  Sato Corp. (Machines)                                                 13,000       314,849
  Sawai Pharmaceutical Co. Ltd. (Pharmaceuticals)                       10,000       336,637
  Sundrug Co. Ltd. (Retail)                                              8,000       314,195
  Taihei Dengyo (Engineering and Construction)                          22,000       333,271
  Tochigi Fuji Industrial (Automotive Parts)                            43,000       336,955
  Tokyo Broadcasting System (Broadcasting)                              18,000       296,241
  Topre Corp. (Automotive Parts)                                        46,000       351,001
  Tsukishima Kikai (Machines)                                           16,000       333,645
  Tsutsunaka Plastic Industry (Chemicals)                               36,000       350,103
  Yaoko (Retail)                                                        21,000       333,832
                                                                                ------------
                                                                                $ 15,850,983
- ------------------------------------------------------------------------------------------------
Malaysia - 4.1%
  Genting Berhad (Entertainment)                                         6,000  $     54,396
  Malayan Banking Berhad (Finance)                                      48,000       429,543
  Nylex (Malaysia) Berhad (Chemicals)                                  102,000       330,832
  Perusahaan Otomobl (Automobiles)                                      39,000       146,307
  Resorts World Berhad (Entertainment)                                  27,000       143,494
  Sime Darby Berhad (Holding Company)                                  170,500       456,399
  Telekom Malaysia Berhad (Telecommunications)                          30,000       249,707
  Tenaga Nasional Berhad (Utilities - Electric)                         82,000       304,416
                                                                                ------------
                                                                                $  2,115,094
- ------------------------------------------------------------------------------------------------
Mexico - 1.9%
  Cemex S.A., "B" (Construction)                                        50,200  $    204,884
  Fomento Economico Mexicano S.A., "B" (Brewery)                        86,950       244,049
  Gruma S.A., "B" (Food)                                                27,788        90,240
  Grupo Carso (Conglomerate)*                                           42,800       296,553
  Tubos de Acero de Mexico S.A. (Iron/Steel)*                           17,340       138,955
                                                                                ------------
                                                                                $    974,681
- ------------------------------------------------------------------------------------------------
Netherlands - 4.0%
  ABN Amro Holding N.V. (Finance)                                        3,900  $    171,429
  Ahold (Koninklijke) N.V. (Retail - Grocery)                            3,500       144,178
  Akzo Nobel (Chemicals)                                                   500        53,174
  Grolsch N.V. (Brewery)                                                 8,500       309,824
  Hagemeyer N.V. (Distributing)                                          5,900       331,616
  KNP BT (Koninklijke) N.V.
    (Forest and Paper Products)                                          6,000       152,405
  Macintosh N.V. (Retail)                                               13,000       320,062
  Philips Electronics N.V. (Manufacturing)                               2,800       111,812
  Sphinx Kon Gustavsberg N.V.
    (Building Materials)                                                16,100       305,506
  Verenigde Nederlandse Uitgeversbedrijven (Publishing)                  1,150       170,225
                                                                                ------------
                                                                                $  2,070,231
- ------------------------------------------------------------------------------------------------
New Zealand - 0.5%
  Trust Bank of New Zealand Ltd. (Banks)                               173,000  $    234,907
- ------------------------------------------------------------------------------------------------
Philippines - 0.6%
  Ayala Land, Inc., "B" (Real Estate)                                   45,000  $     57,589
  Manila Electric Co., "B" (Utilities - Electric)                       10,000        96,459
  Philippine Long Distance Telephone Co., ADR (Utilities -
    Telephone)                                                           1,300        82,935
  Philippine Telegraph & Telephone Corp. (Telecommunications)           50,700        58,104
                                                                                ------------
                                                                                $    295,087
- ------------------------------------------------------------------------------------------------
Singapore - 1.1%
  City Developments Ltd. (Real Estate)                                  14,000  $    113,444
  Inchcape Berhad (Automotive)                                          70,000       245,631
  Keppel Corp. Ltd. (Transportation - Marine)                           12,000       112,458
  Overseas-Chinese Banking Corp. Ltd. (Finance)                          8,000       109,921
                                                                                ------------
                                                                                $    581,454
- ------------------------------------------------------------------------------------------------
South Africa - 2.4%
  Nedcor Ltd. (Financial Services)                                      17,460  $    318,194
  Sasol Ltd. (Oils)                                                     32,975       295,953
  South African Breweries Ltd. (Brewery)                                 9,236       344,230
  South African Iron & Steel Industries
    (Iron/Steel)                                                       325,464       286,308
                                                                                ------------
                                                                                $  1,244,685
- ------------------------------------------------------------------------------------------------
South Korea - 1.5%
  Korea Electric Power Corp., ADR
    (Utilities - Electric)                                               8,000  $    208,000
  Korea International Trust (Finance)*+                                     10       565,000
                                                                                ------------
                                                                                $    773,000
- ------------------------------------------------------------------------------------------------
Spain - 0.5%
  Acerinox S.A. (Steel)                                                    650  $     66,095
  Repsol S.A. (Oils)                                                     1,900        66,119
  Telefonica de Espana (Utilities - Telephone)                           9,500       139,516
                                                                                ------------
                                                                                $    271,730
- ------------------------------------------------------------------------------------------------
Sweden - 1.8%
  ASTRA AB, Free Shares, "A" (Pharmaceuticals)                           3,300  $    134,427
  Ericsson LM, "B" (Telecommunications)                                  4,200        84,635
  Munksjo AB (Forest and Paper Products)                                51,100       324,787
  Securitas AB, "B" (Commercial Services)                                7,420       322,623
  Volvo AB, "B" (Automotive)                                             3,400        63,848
                                                                                ------------
                                                                                $    930,320
- ------------------------------------------------------------------------------------------------
Switzerland - 1.2%
  Alusuisse Lonza Holding AG (Metals)                                      140  $    108,938
  Nestle AG, Registered Shares
    (Food and Beverage Products)                                           100       105,320
  Roche Holding AG (Pharmaceuticals)                                        22       161,011
  Winterthur (Insurance)                                                   330       210,441
                                                                                ------------
                                                                                $    585,710
- ------------------------------------------------------------------------------------------------
Taiwan - 0.4%
  Taipei Fund (Financial Services)*                                          3  $    198,000
- ------------------------------------------------------------------------------------------------
Thailand - 2.2%
  Bank of Ayudhya Ltd. (Banks)                                          64,100  $    442,854
  Siam City Cement Co. Ltd.
    (Building Materials)                                                 4,000        61,271
  Siam City Cement Co. Ltd., Foreign Registered (Building
    Materials)                                                          18,000       217,450
  TelecomAsia Corp. Ltd.
    (Utilities - Telephone)*                                            22,000        67,311
  TelecomAsia Corp. Ltd., Foreign Registered (Utilities -
    Telephone)*                                                        111,500       352,152
                                                                                ------------
                                                                                $  1,141,038
- ------------------------------------------------------------------------------------------------
Turkey - 0.5%
  Netas Telekomunik (Telecommunications)                               345,400  $    126,440
  Trakya Cam Sanayil (Maufacturing)                                    913,000       113,344
                                                                                ------------
                                                                                $    239,784
- ------------------------------------------------------------------------------------------------
United Kingdom - 12.7%
  Allied Domecq PLC (Food and Beverage Products)                        12,600  $     98,506
  Anglian Group PLC (Building Materials)                                58,300       123,663
  Asda Property Holdings PLC (Real Estate)                              87,900       153,154
  BAT Industries (Tobacco)                                              13,150       116,354
  BTR PLC (Holding Company)                                             10,600        53,159
  Bass (Beverages)                                                       8,700        98,465
  Blick PLC (Electrical)                                                25,600       178,418
  British Gas (Utilities - Gas)                                         29,900       108,271
  British Petroleum (Oil and Gas)                                       11,900        95,377
  British Telecom (Telecommunications)                                  15,100        81,675
  British-Borneo Petroleum Syndicate PLC
    (Oil and Gas)                                                       32,100       199,402
  Caradon PLC (Holding Company)                                         28,750        97,137
  City Centre Restaurants PLC (Restaurants)                            114,400       162,928
  Close Brothers Group PLC (Banks)                                      29,200       163,692
  Dalgety (Food Products)                                               16,050       101,890
  David Brown Group PLC
    (Engineering and Construction)                                      52,800       153,595
  Devro International PLC (Food)                                        44,500       180,017
  Fairey Group PLC (Manufacturing)                                      15,500       131,158
  General Accident PLC (Insurance)                                       9,250        90,815
  General Electric Co. (Manufacturing)                                  21,750       119,621
  Graham Group PLC (Distributing)                                       51,300       158,170
  Granada Group PLC (Leisure)                                            5,200        56,489
  Hunting PLC (Holding Company)                                         50,800       153,934
  Inchcape PLC (Commercial Services)                                    19,250        77,289
  Independent Insurance Group PLC (Insurance)                           33,100       207,119
  Kingfisher (Retail)                                                   15,950       129,771
  Laird Group PLC (Automotive Parts)                                    23,000       137,298
  Land Securities PLC (Real Estate)                                      9,950        94,220
  Marley PLC (Building Materials)                                       68,200       129,679
  Meggitt Holdings PLC (Engineering)                                    89,500       123,397
  NFC PLC (Transportation)                                              23,200        56,943
  National Westminster (Finance)                                        12,000       120,632
  Nelson Hurst PLC (Insurance)                                          51,300       130,577
  OGC International PLC (Oil and Gas)                                   48,200       150,072
  Peninsular & Oriental
    (Transportation - Marine)                                            7,000        58,225
  RJB Mining PLC (Mining)                                               25,800       208,348
  Robert Wiseman Dairies PLC (Food)                                     53,700       119,601
  Roxboro Group PLC (Manufacturing)                                     39,700       155,186
  SIG PLC (Building Materials)                                          58,300       196,093
  Sainsbury (J.) PLC (Retail)                                           14,800        88,349
  Scapa Group PLC (Building Materials)                                  41,400       153,363
  Serco Group PLC (Commercial Services)                                 28,100       183,921
  Seton Healthcare Group PLC
    (Medical Supplies)                                                  30,600       195,648
  Shell Transport & Trading Co. PLC
    (Oil and Gas)                                                        4,200        54,089
  T & S Stores PLC (Retail)                                             54,200       157,667
  Vardon PLC (Entertainment)                                            70,500       125,507
  Wagon Industrial Holdings PLC (Manufacturing)                         29,900       189,360
  Walker Greenbank PLC (Manufacturing)                                 107,700       135,436
  Wimpey (George) (Construction)                                       108,000       237,266
                                                                                ------------
                                                                                $  6,490,946
- ------------------------------------------------------------------------------------------------
Total Common Stocks (Identified Cost, $44,427,278)                              $ 46,805,369
- ------------------------------------------------------------------------------------------------

Repurchase Agreement - 9.4%
- ------------------------------------------------------------------------------------------------
                                                              Principal Amount
Issuer                                                           (000 Omitted)       Value
- ------------------------------------------------------------------------------------------------
  State Street Bank and Trust Co., dated 1/29/96, due 2/01/96,
    total to be received $4,817,569 (secured by $5,035,000 U.S.
    Treasury Bills, due 7/25/96, market value $4,915,857), at
    Cost                                                                $4,817  $  4,817,000
- ------------------------------------------------------------------------------------------------
Total Investments (Identified Cost, $49,244,278)                                $ 51,622,369
Other Assets, Less Liabilities - (0.8)%                                             (398,509)
- ------------------------------------------------------------------------------------------------
Net Assets - 100.0%                                                             $ 51,223,860
- ------------------------------------------------------------------------------------------------
          See portfolio footnotes and notes to financial statements
Portfolio Footnotes:
 *Non-income producing security.
 +Restricted security.
##SEC Rule 144A restriction.

Abbreviations have been used throughout this report to indicate amounts shown
in currencies other than the U.S. Dollar. A list of abbreviations is shown
below.
  CAD = Canadian Dollars                    ESP = Spanish Pesetas
  DEM = Deutsche Marks                      FRF = French Francs
  DKK = Danish Kroner
</TABLE>


<PAGE>



FINANCIAL STATEMENTS
Statements of Assets and Liabilities
- -----------------------------------------------------------------------------
                                        Emerging  International  
                                         Markets         Growth International
January 31, 1996                          Equity     and Income        Growth
- -----------------------------------------------------------------------------
Assets:
  Investments, at value
    (identified cost, $20,635,234,
    $15,589,979, and $44,427,278,
    respectively)                    $21,989,711    $16,110,952   $46,805,369
  Repurchase agreement, at value       4,924,000      1,687,000     4,817,000
                                    ------------   ------------   -----------
      Total investments, at value
        (identified cost,
        $25,559,234, $17,276,979,
        and $49,244,278,
        respectively)                $26,913,711    $17,797,952   $51,622,369
  Cash                                       683            485           116
  Foreign currency, at value
    (identified cost, $1,425)            --               1,415        --
  Net receivable for forward
    foreign currency exchange
    contracts sold                       --              39,584        --
  Receivable for Fund shares sold        600,278        253,218     1,227,107
  Interest and dividends
    receivable                            13,721        127,391        30,076
  Other assets                             9,610        --             41,623
                                     -----------    -----------   -----------

      Total assets                   $27,538,003    $18,220,045   $52,921,291
                                     -----------    -----------   -----------

Liabilities:
  Cash overdraft                    $     66,683    $   --        $   251,913
  Payable for Fund shares
    reacquired                            22,842        100,879         5,249
  Payable for investments
    purchased                          2,979,572        --          1,408,032
  Payable to affiliates -
    Management fee                           811            474         1,329
    Shareholder servicing agent
      fee                                    118             90           248
    Distribution fee                       4,832          4,041        11,117
  Accrued expenses and other
    liabilities                            3,231          6,195        19,543
                                     -----------    -----------   -----------
      Total liabilities              $ 3,078,089    $   111,679   $ 1,697,431
                                     -----------    -----------   -----------
Net assets                           $24,459,914    $18,108,366   $51,223,860
                                     -----------    -----------   -----------

Net assets consist of:
  Paid-in capital                    $23,142,031    $17,608,536   $49,051,539
  Unrealized appreciation on
    investments and translation of
    assets and liabilities in
    foreign currencies                 1,354,602        556,975     2,375,872
  Accumulated net realized loss on
    investments and foreign
    currency transactions                (10,142)       (35,192)     (145,917)
  Accumulated distributions in
    excess of net investment
    income                               (26,577)       (21,953)      (57,634)
                                     -----------    -----------   -----------
      Total                          $24,459,914    $18,108,366   $51,223,860
                                     ===========    ===========   ===========



Shares of beneficial interest
  outstanding                          1,512,637      1,160,843     3,240,523
                                     ===========    ===========   ===========

Class A shares:
  Net asset value and redemption
    price per share
    (net assets of $13,140,396,
    $8,770,298, and $27,610,622 /
    812,260, 562,101, and
    1,745,731 shares of beneficial
    interest outstanding,
    respectively)                      $16.18         $15.60         $15.82
                                       ======         ======         ======
  Offering price per share (100/
   95.25 of net asset value per
   share)                              $16.99         $16.38         $16.61
                                       ======         ======         ======
Class B shares:
  Net asset value and offering
    price per share
    (net assets of $11,319,518,
    $9,338,068, and $23,613,238 /
    700,377, 598,742, and
    1,494,792 shares of beneficial
    interest outstanding,
    respectively)                      $16.16         $15.60         $15.80
                                       ======         ======         ======
On sales of $100,000 or more, the offering price of Class A shares is reduced.
A contingent deferred sales charge may be imposed on redemptions of Class A
and Class B shares.

See notes to financial statements
<PAGE>

FINANCIAL STATEMENTS - continued
Statements of Operations
- ------------------------------------------------------------------------------
                                           Emerging International  
                                            Markets        Growth International
Period Ended January 31, 1996*               Equity    and Income       Growth
- ------------------------------------------------------------------------------
Net investment income:
  Income -
    Interest                           $    59,051   $    75,770   $  128,542
    Dividends                               38,610        21,105       55,569
    Foreign taxes withheld                  (5,283)       (3,223)      (1,545)
                                       -----------   -----------   ----------
      Total investment income          $    92,378   $    93,652   $  182,566
                                       -----------   -----------   ----------
  Expenses -
    Management fee                     $    48,606   $    33,516   $   95,580
    Trustees' compensation                     367           367          367
    Shareholder servicing agent fee
      (Class A)                              3,328         2,709        8,627
    Shareholder servicing agent fee 
      (Class B)                              3,674         3,589        8,913
    Distribution and service fee
      (Class A)                             11,092         9,031       28,758
    Distribution and service fee
      (Class B)                             16,701        16,315       40,516
    Custodian fee                            3,344         3,179        9,026
    Registration fees                       28,382        27,320       28,870
    Printing                                 1,808           310        2,806
    Postage                                    588           145          526
    Auditing fees                            3,500           200        5,500
    Amortization of organization
      expenses                                 955           955          955
    Legal fees                                 194            44          294
    Miscellaneous                            1,614           726        2,809
                                       -----------   -----------   ----------
      Total expenses                   $   124,153   $    98,406   $  233,547
    Preliminary reduction of expenses
      by investment adviser                (17,420)       --           --
    Fees paid indirectly                    --            (2,326)      --
                                       -----------   -----------   ----------
      Net expenses                     $   106,733   $    96,080   $  233,547
                                       -----------   -----------   ----------
        Net investment loss            $   (14,355)  $    (2,428)  $  (50,981)
                                       -----------   -----------   ----------
Realized and unrealized gain (loss) on investments:
  Realized gain (loss) (identified cost basis) -
    Investment transactions            $    --       $    --       $  (12,546)
    Foreign currency transactions          (10,142)      (35,192)    (133,371)
                                       -----------   -----------   ----------
      Net realized loss on
       investments and foreign
       currency transactions           $   (10,142)  $   (35,192)  $ (145,917)
                                       -----------   -----------   ----------
  Change in unrealized appreciation (depreciation) -
    Investments                        $ 1,354,477   $   520,973   $2,378,091
    Translation of assets and
     liabilities in foreign currencies         125        36,002       (2,219)
                                       -----------   -----------   ----------
      Net unrealized gain on
       investments                     $ 1,354,602   $   556,975   $2,375,872
                                       -----------   -----------   ----------
        Net realized and unrealized
         gain on investments and
          foreign currency             $ 1,344,460   $   521,783   $2,229,955
                                       -----------   -----------   ----------
          Increase in net assets from
           operations                  $ 1,330,105   $   519,355   $2,178,974
                                       ===========   ===========   ==========

*The Funds commenced investment operations on October 24, 1995.
See notes to financial statements
<PAGE>

FINANCIAL STATEMENTS - continued
Statements of Changes in Net Assets
- -----------------------------------------------------------------------------
                                        Emerging  International  
                                         Markets         Growth International
Period Ended January 31, 1996*            Equity     and Income        Growth
- -----------------------------------------------------------------------------
Increase (decrease) in net assets:
From operations -
  Net investment loss               $    (14,355)  $     (2,428)  $   (50,981)
  Net realized loss on investments and
    foreign currency transactions        (10,142)       (35,192)     (145,917)
  Net unrealized gain on
    investments and foreign
    currency translation               1,354,602        556,975     2,375,872
                                    ------------   ------------   -----------
      Increase in net assets from
       operations                   $  1,330,105   $    519,355   $ 2,178,974
                                    ------------   ------------   -----------
Distributions declared to shareholders -
  From net investment income       
    (Class A)                       $    --        $     (4,499)  $    --
  In excess of net investment
    income (Class A)                      (8,868)        (7,727)       (6,653)
  In excess of net investment
    income (Class B)                      (3,354)        (7,299)       --
                                    ------------   ------------   -----------
      Total distributions declared
       to shareholders              $    (12,222)  $    (19,525)  $    (6,653)
                                    ------------   ------------   -----------
Fund share (principal) transactions -
  Net proceeds from sale of shares  $ 23,856,086   $  8,527,669   $49,584,717
  Net asset value of shares issued
    to shareholders in
    reinvestment of distributions         12,183         15,767         5,219
  Cost of shares reacquired             (726,238)      (934,900)     (538,397)
                                    ------------   ------------   -----------
    Increase in net assets from
      Fund share transactions       $ 23,142,031   $  7,608,536   $ 49,051,539
                                    ------------    -----------    -----------
      Total increase in net assets  $ 4,459,914    $  8,108,366   $  1,223,860
Net assets:
  At beginning of period                 --             --             --
                                    ------------   ------------   -----------
  At end of period (including
    accumulated distributions in
    excess of net investment
    income of $26,577, $21,953,
    and $57,634, respectively)       $24,459,914    $18,108,366   $51,223,860
                                     ===========    ===========   ===========

*The Funds commenced investment operations on October 24, 1995.
See notes to financial statements
<PAGE>

FINANCIAL STATEMENTS - continued
Financial Highlights
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                       Emerging Markets Equity International Growth and Income            International Growth
- -----------------------------------------------------------------------------------------------------------------------------------
Period Ended January 31, 1996*         Class A         Class B         Class A         Class B         Class A         Class B
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>             <C>             <C>             <C>             <C>
Per share data (for a share outstanding
 throughout the period):
Net asset value - beginning of
 period                                 $15.00          $15.00          $15.00          $15.00          $15.00          $15.00
                                        ------          ------          ------          ------          ------          ------
Income from investment operations# -
  Net investment income (loss)          $ --            $(0.03)         $ 0.01          $(0.01)         $(0.01)         $(0.04)
  Net realized and unrealized gain 
    on investments and foreign
    currency transactions                 1.20            1.20            0.62            0.62            0.84            0.84
                                        ------          ------          ------          ------          ------          ------
      Total from investment
       operations                       $ 1.20          $ 1.17          $ 0.63          $ 0.61          $ 0.83          $ 0.80
                                        ------          ------          ------          ------          ------          ------
Less distributions declared to shareholders -
  From net investment income            $ --            $ --            $(0.01)         $ --            $ --            $ --
  In excess of net investment 
   income                                (0.02)          (0.01)          (0.02)          (0.01)          (0.01)           --
                                        ------          ------          ------          ------          ------          ------
      Total distributions declared                                                                                       
       to shareholders                  $(0.02)         $(0.01)         $(0.03)         $(0.01)         $(0.01)         $ --
                                        ------          ------          ------          ------          ------          ------
Net asset value - end of period         $16.18          $16.16          $15.60          $15.60          $15.82          $15.80
                                        ======          ======          ======          ======          ======          ======
Total return++                           7.97%++         7.78%++         4.17%++         4.10%++         5.50%++         5.33%++
Ratios (to average daily net assets)/Supplemental data@:
  Expenses##                             2.50%+          3.07%+          2.53%+          3.18%+          2.11%+          2.72%+
  Net investment income (loss)         (0.07)%+        (0.76)%+          0.25%+        (0.42)%+        (0.22)%+        (0.93)%+
Portfolio turnover                          0%              0%              0%              0%              1%              1%
Net assets at end of period
  (000 omitted)                        $13,140         $11,320          $ 8,770         $ 9,338         $27,611         $23,613
 <FN>
 *For the period from the commencement of investment operations, October 24, 1995 to January 31, 1996.
  +Annualized.
 ++Not annualized.
  #Per share data is based on average shares outstanding.
 ##The Fund's expenses are calculated without reduction for fees paid indirectly.
+++Total returns for Class A shares do not include the applicable sales charge. If the charge had been included, the results would
   have been lower.
  @The investment adviser did not impose a portion of the general expenses of the Fund. If these fees had been incurred by the Fund,
   the net investment loss per share and the ratios would have been:
</FN>
    Net investment loss               $ (0.02)         $ (0.05)          --              --              --              --
    Ratios (to average net assets):
      Expenses                          2.92%+           3.50%+          --              --              --              --
      Net investment loss             (0.51)%+         (1.20)%+          --              --              --              --
See notes to financial statements
</TABLE>

<PAGE>
NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization
MFS/Foreign & Colonial Emerging Markets Equity Fund (Emerging Markets Equity),
MFS/Foreign & Colonial International Growth and Income Fund (International
Growth and Income), and MFS/Foreign & Colonial International Growth Fund
(International Growth) (the Funds) are each a non-diversified series of MFS
Series Trust X (the Trust). The Trust is organized as a Massachusetts business
trust and is registered under the Investment Company Act of 1940, as amended,
as an open-ended management investment company. The Funds commenced investment
operations on October 24, 1995.

(2) Significant Accounting Policies
Investment Valuations - Equity securities listed on securities exchanges or
reported through the NASDAQ system are valued at last sale prices. Unlisted
equity securities or listed equity securities for which last sale prices are
not available are valued at last quoted bid prices. Debt securities (other
than short-term obligations which mature in 60 days or less), including listed
issues and forward contracts, are valued on the basis of valuations furnished
by dealers or by a pricing service with consideration to factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other market
data, without exclusive reliance upon exchange or over-the-counter prices.
Short-term obligations, which mature in 60 days or less, are valued at
amortized cost, which approximates market value. Non-U.S. dollar denominated
short-term obligations are valued at amortized cost as calculated in the base
currency and translated into U.S. dollars at the closing daily exchange rate.

Repurchase Agreements - The Funds may enter into repurchase agreements with
institutions that the Funds' investment adviser has determined are
creditworthy. Each repurchase agreement is recorded at cost. The Funds require
that the securities purchased in a repurchase transaction be transferred to
the custodian in a manner sufficient to enable the Funds to obtain those
securities in the event of a default under the repurchase agreement. The Funds
monitor, on a daily basis, the value of the securities transferred to ensure
that the value, including accrued interest, of the securities under each
repurchase agreement is greater than amounts owed to the Funds under each such
repurchase agreement.

Foreign Currency Translation - Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases
and sales of foreign investments, income and expenses are converted into U.S.
dollars based upon currency exchange rates prevailing on the respective dates
of such transactions. Gains and losses attributable to foreign currency
exchange rates on sales of securities are recorded for financial statement
purposes as net realized gains and losses on investments. Gains and losses
attributable to foreign exchange rate movements on income and expenses are
recorded for financial statement purposes as foreign currency transaction
gains and losses. That portion of both realized and unrealized gains and
losses on investments that results from fluctuations in foreign currency
exchange rates is not separately disclosed.

Deferred Organization Expenses - Costs incurred by the Funds in connection
with their organization have been deferred and are being amortized on a
straight-line basis over a five-year period beginning on the date of
commencement of operations of the Funds.

Forward Foreign Currency Exchange Contracts - The Funds may enter into forward
foreign currency exchange contracts for the purchase or sale of a specific
foreign currency at a fixed price on a future date. Risks may arise upon
entering into these contracts from the potential inability of counterparties
to meet the terms of their contracts and from unanticipated movements in the
value of a foreign currency relative to the U.S. dollar. The Funds will enter
into forward contracts for hedging purposes as well as for non-hedging
purposes. For hedging purposes, the Funds may enter into contracts to deliver
or receive foreign currency they will receive from or require for their normal
investment activities. They may also use contracts in a manner intended to
protect foreign currency-denominated securities from declines in value due to
unfavorable exchange rate movements. For non-hedging purposes, the Funds may
enter into contracts, with the intent of changing the relative exposure of
their portfolio of securities to different currencies to take advantage of
anticipated changes. The forward foreign currency exchange contracts are
adjusted by the daily exchange rate of the underlying currency and any gains
or losses are recorded for financial statement purposes as unrealized until
the contract settlement date.

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

Fees Paid Indirectly - The Funds' custodian bank calculates its  fee based on
each Fund's average daily net assets. The fee is reduced according to a fee
arrangement, which provides for custody fees to be reduced based on a formula
developed to measure the value of cash deposited with the custodian by the
Funds. This amount is shown as a reduction of expenses on the Statement of
Operations.

Tax Matters and Distributions - The Funds' policy is to comply with the
provisions of the Internal Revenue Code (the Code) applicable to regulated
investment companies and to distribute to shareholders all of their taxable
income, including any net realized gain on investments. Accordingly, no
provision for federal income or excise tax is provided.

The Funds file a tax return annually using tax accounting methods required
under provisions of the Code which may differ from generally accepted
accounting principles, the basis on which these financial statements are
prepared. Accordingly, the amount of net investment income and net realized
gain reported on these financial statements may differ from that reported on
the Funds' tax return and, consequently, the character of distributions to
shareholders reported in the financial highlights may differ from that
reported to shareholders on Form 1099-DIV. Foreign taxes have been provided
for on interest and dividend income earned on foreign investments in
accordance with the applicable country's tax rates and to the extent
unrecoverable are recorded as a reduction of investment income. Distributions
to shareholders are recorded on the ex-dividend date.

The Funds distinguish between distributions on a tax basis and a financial
reporting basis and require that only distributions in excess of tax basis
earnings and profits are reported in the financial statements as a return of
capital. Differences in the recognition or classification of income between
the financial statements and tax earnings and profits which result in
temporary over-distributions for financial statement purposes, are classified
as distributions in excess of net investment income or accumulated net
realized gains.

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

(3) Transactions with Affiliates
Investment Adviser - Each Fund has an investment advisory agreement with
Massachusetts Financial Services Company (MFS) to provide overall investment
advisory and administrative services, and general office facilities. The
management fee is computed daily and paid monthly at an effective annual rate
of 0.975% of average daily net assets for the International Growth Fund and
the International Growth and Income Fund, and 1.25% of average daily net
assets for the Emerging Markets Equity Fund. The advisory agreements permit
the adviser to engage one or more subadvisers, and the adviser, MFS, has
engaged Foreign & Colonial Management Ltd., a London, England corporation, to
assist in the performance of its services.

MFS has agreed to pay until December 31, 2005 the expenses of the Emerging
Markets Equity Fund such that the aggregate operating expenses of Class A and
Class B shares do not exceed 2.50% and 3.07% of net assets, respectively. The
Emerging Markets Equity Fund in turn will pay MFS an expense reimbursement fee
such that the aggregate operating expenses of the Fund will not exceed 2.50%
for Class A shares and 3.07% for Class B shares. To the extent that the
expense reimbursement fee exceeds the Emerging Markets Equity Fund's actual
expenses, the excess will be applied to amounts paid by MFS in prior years. At
January 31, 1996, the aggregate unreimbursed expenses owed to MFS by the
Emerging Markets Equity Fund amounted to $17,420. 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 Funds pay no compensation directly to their Trustees who are officers of
the investment adviser, or to officers of the Funds, all of whom receive
remuneration for their services to the Funds from MFS. Certain of the officers
and Trustees of the Funds are officers or directors of MFS, MFS Fund
Distributors, Inc. (MFD) and MFS Service Center, Inc. (MFSC).

Distributor - MFD, a wholly owned subsidiary of MFS, as distributor, received
$5,852, $6,376 and $17,695 for the Emerging Markets Equity Fund, International
Growth and Income Fund and International Growth Fund, respectively, for the
period ended January 31, 1996  as its portion of the sales charge on sales of
Class A shares of each Fund. The Trustees have adopted separate distribution
plans for Class A and Class B shares of each Fund pursuant to Rule 12b-1 of
the Investment Company Act of 1940 as follows:

Each Class A distribution plan provides that the Fund will pay MFD up to 0.50%
per annum of its average daily net assets attributable to Class A shares in
order that MFD may pay expenses on behalf of the Fund related to the
distribution and servicing of its shares. These expenses include a service fee
to each securities dealer that enters into a sales agreement with MFD of up to
0.25% per annum of the Fund's average daily net assets attributable to Class A
shares which are attributable to that securities dealer, a distribution fee to
MFD of up to 0.25% per annum of the Fund's average daily net assets
attributable to Class A shares, commissions to dealers and payments to MFD
wholesalers for sales at or above a certain dollar level, and other such
distribution-related expenses that are approved by the Fund. MFD retains the
service fee for accounts not attributable to a securities dealer, which
amounted to $1,008, $16 and $226 for the Emerging Markets Equity Fund,
International Growth and Income Fund and International Growth Fund,
respectively, for the period ended January 31, 1996. Fees incurred under each
Class A distribution plan during the period ended January 31, 1996 were 0.50%
of the Fund's average daily net assets attributable to Class A shares on an
annualized basis.

Each Class B distribution plan provides that the Fund will pay MFD a
distribution fee of 0.75% per annum, and a service fee of up to 0.25% per
annum, of the Fund's average daily net assets attributable to Class B shares.
MFD will pay to securities dealers that enter into a sales agreement with MFD
all or a portion of the service fee attributable to Class B shares. The
service fee is intended to be additional consideration for services rendered
by the dealer with respect to Class B shares. MFD retains the service fee for
accounts not attributable to a securities dealer, which amounted to $24, $0
and $0 for the Emerging Markets Equity Fund, International Growth and Income
Fund and International Growth Fund, respectively, for the period ended January
31, 1996. Fees incurred under each Class B distribution plan during the period
ended January 31, 1996 were 1.00% of the Fund's average daily net assets
attributable to Class B shares on an annualized basis.

A contingent deferred sales charge is imposed on shareholder redemptions of
Class A shares, on purchases of $1 million or more, in the event of a
shareholder redemption within 12 months following the share purchase. A
contingent deferred sales charge is imposed on shareholder redemptions of
Class B shares in the event of a shareholder redemption within six years of
purchase. MFD receives all contingent deferred sales charges. There were no
contingent deferred sales charges imposed during the period ended January 31,
1996 for Class A shares. Contingent deferred sales charges for Class B shares
imposed during the period ended January 31, 1996 were $452, $3,987 and $4,801
for the Emerging Markets Equity Fund, International Growth and Income Fund and
International Growth Fund, respectively.

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

(4) Portfolio Securities
Purchases and sales of investments, other than U.S. government securities,
purchased option transactions and short-term obligations, aggregated
$20,619,564 and $0, $15,589,978 and $0, and $44,698,211 and $258,387 for the
Emerging Markets Equity Fund, International Growth and Income Fund and
International Growth Fund, respectively.

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

<CAPTION>
                                                            Emerging           International Growth
                                                      Markets Equity                     and Income            International Growth
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                            <C>                             <C>        
Aggregate cost                                          $25,559,234                    $17,276,979                     $49,244,278
                                                        ===========                    ===========                     ===========

Gross unrealized appreciation                           $ 1,884,013                    $   736,800                     $ 3,165,402
Gross unrealized depreciation                              (529,536)                      (215,827)                       (787,311)
                                                        -----------                    -----------                     -----------
  Net unrealized appreciation                           $ 1,354,477                    $   520,973                     $ 2,378,091
                                                        ===========                    ===========                     ===========


</TABLE>
(5) Shares of Beneficial Interest
The Funds' Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par
value). Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
                                                                               International Growth
                                             Emerging Markets Equity                     and Income            International Growth
Class A Shares                        ------------------------------  -----------------------------  ------------------------------
Period Ended January 31, 1996*             Shares            Amount        Shares           Amount         Shares           Amount
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>               <C>           <C>             <C>            <C>        
Shares in public offering                 829,547       $12,676,781       579,781       $8,763,094      1,763,317      $26,636,803
Shares issued to shareholders in
  reinvestment of distributions               514             7,966           658           10,210            361            5,219
Shares reacquired                         (17,801)         (273,201)      (18,338)        (273,579)       (17,947)        (272,338)
                                          -------       -----------       -------       ----------      ---------      -----------
    Net increase                          812,260       $12,411,546       562,101       $8,499,725      1,745,731      $26,369,684
                                          =======       ===========       =======       ==========      =========      ===========

                                                                               International Growth
                                             Emerging Markets Equity                     and Income            International Growth
Class B Shares                        ------------------------------  -----------------------------  ------------------------------
Period Ended January 31, 1996*             Shares            Amount        Shares           Amount         Shares           Amount
- -----------------------------------------------------------------------------------------------------------------------------------
Shares in public offering                 730,033       $11,179,305       642,125       $9,764,575      1,512,133      $22,947,914
Shares issued to shareholders in
  reinvestment of distributions               268             4,217           358            5,557          --              --
Shares reacquired                         (29,924)         (453,037)      (43,741)        (661,321)       (17,341)        (266,059)
                                          -------       -----------       -------       ----------      ---------      -----------
    Net increase                          700,377       $10,730,485       598,742       $9,108,811      1,494,792      $22,681,855
                                          =======       ===========       =======       ==========      =========      ===========

*For the period from the commencement of investment operations, October 24, 1995 to January 31, 1996.
</TABLE>

(6) Line of Credit
The Funds entered into an agreement which enables them to participate with
other funds managed by MFS in an unsecured line of credit with a bank which
permits borrowings up to $350 million, collectively. Borrowings may be made to
temporarily finance the repurchase of Fund shares. Interest is charged to each
fund, based on its borrowings, at a rate equal to the bank's base rate. In
addition, a commitment fee, based on the average daily unused portion of the
line of credit, is allocated among the participating funds at the end of each
quarter. The Funds were not allocated any commitment fees for the period ended
January 31, 1996.

(7) Financial Instruments
The Funds trade in financial instruments with off-balance sheet risk in the
normal course of their investing activities in order to manage exposure to
market risks such as interest rates and foreign currency exchange rates. These
financial instruments include forward foreign currency exchange contracts. The
notional or contractual amounts of these instruments represent the investment
the Funds have in particular classes of financial instruments and does not
necessarily represent the amounts potentially subject to risk. The measurement
of the risks associated with these instruments is meaningful only when all
related and offsetting transactions are considered.

International Growth and Income Fund
Forward Foreign Currency Exchange Contracts
<TABLE>
<CAPTION>

                                                   Contracts to     In Exchange       Contracts      Net Unrealized
                             Settlement Date            Deliver             for        at Value        Appreciation
- -------------------------------------------------------------------------------------------------------------------
<S>                            <C>  <C>              <C>             <C>             <C>                    <C>    
Sales                          2/08/96      ESP      67,744,721      $  546,858      $  540,400             $ 6,458
                               2/12/96      FRF       2,226,596         442,664         436,598               6,066
                               2/29/96      CAD       1,541,899       1,127,036       1,122,109               4,927
                               4/12/96      DKK       4,341,940         778,000         755,867              22,133
                                                                     ----------      ----------             -------
                                                                     $2,894,558      $2,854,974             $39,584
                                                                     ==========      ==========             =======
</TABLE>
At January 31, 1996, the Fund had sufficient cash and/or securities to cover
any commitments under these contracts.

(8) Restricted Securities
The Funds may invest not more than 15% of their net assets in securities which
are subject to legal or contractual restrictions on resale. At January 31,
1996, the Funds owned the following restricted securities (constituting 3.7%
and 1.6% of net assets for the Emerging Markets Equity Fund and the
International Growth Fund, respectively) which may not be publicly sold
without registration under the Securities Act of 1933 (the 1933 Act). The
Funds do not have the right to demand that such securities be registered. The
value of these securities is determined by valuations supplied by a pricing
service or brokers. Certain of these securities may be offered and sold to
"qualified institutional buyers" under Rule 144A of the 1933 Act.
Emerging Markets Equity Fund


                                         Date of    Share
Description                          Acquisition   Amount       Cost     Value
- ------------------------------------------------------------------------------
Grasim Industries Ltd., GDR             11/21/95   19,400   $342,250  $329,800
Indian Aluminum Co. Ltd.                11/09/95   39,600    224,795   172,260
Korea International Trust               11/08/95        7    424,556   395,500
                                                                      --------
                                                                      $897,560
                                                                      ========
International Growth Fund
                                         Date of    Share
Description                          Acquisition   Amount       Cost     Value
- ------------------------------------------------------------------------------
Grasim Industries Ltd., GDR             11/21/95    9,000   $158,000  $153,000
Indian Aluminum Co. Ltd.                11/09/95   20,800    122,190    90,480
Korea International Trust               11/08/95       10    586,626   565,000
                                                                      --------
                                                                      $808,480
                                                                      ========
There are no restricted securities for the International Growth and Income
Fund as of January 31, 1996.
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Trustees of MFS Series Trust X and Shareholders of MFS/Foreign & Colonial
International Funds:

We have audited the accompanying statements of assets and liabilities of
MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS/Foreign & Colonial
International Growth and Income Fund, and MFS/Foreign & Colonial International
Growth Fund (the Funds) (three of the portfolios constituting MFS Series Trust
X) including the schedules of portfolio investments, as of January 31, 1996, the
related statements of operations and the statements of changes in net assets and
financial highlights for the period from October 24, 1995 (commencement of
operations) to January 31, 1996. These financial statements and financial
highlights are the responsibility of the Funds' management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
January 31, 1996, by correspondence with the custodian and brokers or by other
appropriate auditing procedures where replies from brokers were not received. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS/Foreign & Colonial
International Growth and Income Fund, and MFS/ Foreign & Colonial International
Growth Fund at January 31, 1996, and the results of their operations, the
changes in their net assets and financial highlights for the period from October
24, 1995 (commencement of operations) to January 31, 1996, in conformity with
generally accepted accounting principles.

                                            /s/ Ernst & Young LLP
                     
Boston, Massachusetts
March 8, 1996
                       
This report is prepared for the general information of shareholders. It is
authorized for distribution to prospective investors only when preceded or
accompanied by a current prospectus.


<PAGE>


<TABLE>
<S>                                                          <C>
MFS/FOREIGN & COLONIAL INTERNATIONAL FUNDS
TRUSTEES                                                     CUSTODIAN
A. Keith Brodkin* - Chairman and President                   State Street Bank and Trust Company
Richard B. Bailey* - Private Investor;                       AUDITORS
Former Chairman and Director (until 1991),                   Ernst & Young LLP
Massachusetts Financial Services Company;                    INVESTOR INFORMATION
Director, Cambridge Bancorp; Director,                       For MFS stock and bond market outlooks, call toll free:
Cambridge Trust Company                                      1-800-637-4458 anytime from a touch-tone telephone.
Peter G. Harwood - Private Investor                          For information on MFS mutual funds, call your
J. Atwood Ives  - Chairman and Chief Executive Officer,      financial adviser or, for an information kit, call toll
Eastern Enterprises                                          free:
Lawrence T. Perera - Partner, Hemenway & Barnes              1-800-637-2929 any business day from 9 a.m. to 5 p.m.
William J. Poorvu - Adjunct Professor, Harvard University    Eastern time (or leave a message anytime).
Graduate School of Business Administration                   INVESTOR SERVICE
Charles W. Schmidt - Private Investor                        MFS Service Center, Inc.
Arnold D. Scott* - Senior Executive Vice President,          P.O. Box 2281
Director and Secretary, Massachusetts Financial Services     Boston, MA 02107-9906
Company                                                      For general information, call toll free: 1-800-225-2606
Jeffrey L. Shames* - President and Director,                 any business day from 8 a.m. to 8 p.m. Eastern time.
Massachusetts Financial Services Company                     For service to speech- or hearing-impaired, call toll free:
Elaine R. Smith - Independent Consultant                     1-800-637-6576 any business day from 9 a.m. to 5 p.m.
David B. Stone - Chairman, North American Management         Eastern time. (To use this service, your phone must be
Corp. (investment adviser)                                   equipped with a Telecommunications Device for the Deaf.)
INVESTMENT ADVISER                                           For share prices, account balances and exchanges, call
Massachusetts Financial Services Company                     toll free: 1-800-MFS-TALK (1-800-637-8255) anytime from
500 Boylston Street                                          a touch-tone telephone.
Boston, MA 02116-3741                                        
DISTRIBUTOR                                                  
MFS Fund Distributors, Inc.
500 Boylston Street
Boston, MA 02116-3741
PORTFOLIO MANAGERS
Arnab K. Banerji*                          DALBAR   TOP-RATED SERVICE
Richard O. Hawkins                          LOGO    FOR THE SECOND YEAR IN A ROW, MFS EARNED
Atul Patel*                                         A #1 RANKING IN DALBAR, INC.'S
Tony Thomson*                                       BROKER/DEALER SURVEY, MAIN OFFICE
TREASURER                                           OPERATIONS SERVICE QUALITY CATEGORY. THE FIRM
W. Thomas London*                                   ACHIEVED A 3.49 OVERAL SCORE -- ON A SCALE OF 1
ASSISTANT  TREASURER                                TO 4 -- IN THE 1995 SURVEY. A TOTAL OF 71 FIRMS RESPONDED, OFFERING INPUT
James O. Yost*                                      ON THE QUALITY OF SERVICE THEY RECEIVE FROM 36 MUTUAL FUND COMPANIES
SECRETARY                                           NATIONWIDE. THE SURVEY CONTAINED QUESTIONS ABOUT SERVICE QUALITY IN
Stephen E. Cavan                                    17 CATEGORIES, INCLUDING "KNOWLEDGE OF PHONE SERVICE CONTRACTS,"
ASSISTANT SECRETARY                                 "ACCURACY OF TRANSACTION PROCESSING," AND "OVERAL EASE OF DOING
James R. Bordewick, Jr.*                            BUSINESS WITH THE FIRM."

*Affiliated with the Investment Adviser
                                                                           
</TABLE>

<PAGE>
IT'S EASY TO CONTACT US

[phone symbol]                                       [envelope symbol]
MFS AUTOMATED INFORMATION                            MFS MAILING ADDRESSES
   ACCOUNT INFORMATION:                                 FOR PERSONAL ACCOUNTS:
   Call 1-800-MFS-TALK (1-800-637-8255)                 MFS Service Center, Inc.
   anytime.                                             P.O. Box 2281
                                                        Boston, MA 02107-9906
   MARKET OUTLOOK:                                  
   Call 1-800-637-4458 anytime for the MFS outlook      FOR IRA ACCOUNTS:
   on the bond and stock markets.                       MFS Service Center, Inc.
[question mark symbol]                                  J.W. McCormack Station
MFS PERSONAL SERVICE                                    P.O. Box 4501
                                                        Boston, MA 02101-9817
   ACCOUNT SERVICE: 
   Call 1-800-225-2606 any business day
   from 8 a.m. to 8 p.m. Eastern time.

   PRODUCT INFORMATION:
   Call 1-800-637-2929 any business day
   from 9 a.m. to 5 p.m. Eastern time.

   IRA SERVICE:
   Call 1-800-637-1255 any business day
   from 8 a.m. to 6 p.m. Eastern time.

   SERVICE FOR THE HEARING-IMPAIRED:
   Call 1-800-637-6576 any business day
   from 9 a.m. to 5 p.m. Eastern time (TDD required).
<PAGE>

MFS/                                                    Bulk Rate
FOREIGN &                                              U. S. Postage
COLONIAL          DALBAR                               P A I D
INTERNATIONAL      LOGO                                Permit #55638
FUNDS                                                  Boston, MA

500 Boylston Street
Boston, MA 02116

[MFS Logo]





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