MFS UNION STANDARD TRUST
N-30D, 1995-06-01
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<PAGE>


<TABLE>
<CAPTION>
<S>                                                           <C>   
MFS(R)  UNION  STANDARD(SM)  EQUITY  FUND
TRUSTEES                                                      SHAREHOLDER SERVICE CENTER
A. Keith Brodkin*                                             MFS Service Center, Inc.
Chairman and President                                        P.O. Box 1400
                                                              Boston, MA 02104-9985
Nelson J. Darling, Jr.
Trustee, Eastern Enterprises                                  For general information, call toll free:
                                                              1-800-637-8730 any business day from
William R. Gutow                                              9 a.m. to 5 p.m. Eastern time.
Private Investor;
Senior Vice President, Capitol Entertainment                  CUSTODIAN
                                                              State Street Bank and Trust Company
INVESTMENT  ADVISER
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116-3741

PORTFOLIO  MANAGER
William S. Harris*

TREASURER
W. Thomas London*

ASSISTANT  TREASURERS
Karen C. Jordan*
James O. Yost*

SECRETARY
Stephen E. Cavan*

ASSISTANT  SECRETARY
James R. Bordewick, Jr.*




*Affiliated with the Investment Adviser            This report is printed on recycled paper.
</TABLE>
<PAGE>

LETTER  TO  SHAREHOLDERS


Dear Shareholders:

As we  reported to you last fall,  it remains  our belief that the economy  will
slow  down as a result  of the  Federal  Reserve  Board's  aggressively  raising
short-term interest rates over the last 14 months. However, we do not anticipate
that the  slowing of  economic  growth  will lead to a  recession.  The  Federal
Reserve's  stated  goal of  controlling  inflation  appears to be  working,  and
although it may raise  interest  rates once more, it is our belief that the next
major  move for  interest  rates  will be  downward.  Recently,  there have been
increasing signs of economic weakness. Auto sales are slowing and incentives are
increasing;  new and  existing  home  sales  are  declining;  retail  sales  are
sluggish;  manufacturing orders have weakened;  inventories are rising; and both
consumer comfort and sentiment indices declined in March.

    For the first  quarter of 1995,  the Fund  provided a total return of +8.58%
while the ACS Labor  Sensitivity  Index(SM)(the LSISM),  an  unmanaged  index of
common stocks of companies  selected on the basis of  labor-sensitive  criteria,
gained 8.85%.  The  comparison  for the six-month  period covered by this report
(October 1, 1994 through March 31, 1995) was less  favorable  because the Fund's
performance  was  penalized  for  having too great a  position  in  economically
sensitive industries. The Fund's total return for the six months ended March 31,
1995 was +6.07%, while the LSI gained 9.02%.

    Our current  portfolio  strategy is based on the  assumptions  that economic
growth is slowing  but will not lead to a  recession,  inflation  remains  under
control and interest rates are at or near their peak.  Beginning last September,
we moved  aggressively  to  lessen  the  portfolio's  exposure  to  cyclical  or
economically sensitive industries.  We felt that a slowdown in the economy would
most  adversely  affect the  earnings  of  industries  such as basic  materials,
industrial goods and services, autos, housing and transportation. We established
or increased  positions in  industries  with more  predictable  earnings such as
consumer    staples,    health    care,    retail,    and    leisure    and   in
interest-rate-sensitive  industries  such as utilities and banks. As a result of
these  changes,  some of our larger  holdings at this time are AT&T,  BellSouth,
Philip Morris, Merck, General Electric and Citicorp.

    We  appreciate  your  support and welcome any  questions or comments you may
have.

Respectfully,

A 1-1/2" x 1-5/8" photo of           A 1-1/2" x 1-5/8" photo of 
A. Keith Brodkin, Chairman           William S. Harris, Portfolio Manager
and President


/s/A. Keith Brodkin                  /s/William S. Harris
   A. Keith Brodkin                     William S. Harris
   Chairman and President               Portfolio Manager
                                        

April 17, 1995
<PAGE>
PORTFOLIO  MANAGER  PROFILE

William  Harris  joined  the MFS  Research  Department  in  1967 as an  industry
specialist.  A graduate of the University of Virginia,  he was named  Investment
Officer in 1969, Vice President - Investments in 1970,  Senior Vice President in
1979 and Executive Vice President in 1982. Mr. Harris is a member of The
Boston Security Analysts Society, Inc.

OBJECTIVE  AND  POLICIES

The Fund's investment  objective is to provide long-term growth of capital that,
net of Fund  expenses,  exceeds  the  performance  of the ACS Labor  Sensitivity
IndexSM (the LSISM). Dividend and interest income from portfolio securities,  if
any, is incidental to long-term growth of capital.

The  Fund  invests  primarily  in  equity  securities  of  companies  possessing
opportunities  for long-term  capital growth which are contained in the LSI. The
Fund may also invest in securities convertible into common or preferred stock.

PORTFOLIO  CONCENTRATION  AS  OF  MARCH  31,  1995
<TABLE>
<CAPTION>

                                           Percent of                                                  Percent of
Five Largest Industries                    Net Assets       Ten Largest Holdings                       Net Assets
- -----------------------------------------------------       -----------------------------------------------------
<S>                                              <C>        <S>                                               <C>
Utilities                                        19.6       American Telephone & Telegraph Co.                2.4
- ------------------------------------------------------      -----------------------------------------------------
Consumer Goods and Services                       9.6       BellSouth Corp.                                   2.2
- ------------------------------------------------------      -----------------------------------------------------
Oils                                              8.6       Exxon Corp.                                       2.0
- ------------------------------------------------------      -----------------------------------------------------
Food and Beverage Products                        7.2       Mobil Corp.                                       2.0
- ------------------------------------------------------      -----------------------------------------------------
Entertainment                                     5.3       Philip Morris Cos., Inc.                          2.0
- ------------------------------------------------------      -----------------------------------------------------
                                                            Merck & Co., Inc.                                 1.9
                                                            -----------------------------------------------------
                                                            Amoco Corp.                                       1.9
                                                            -----------------------------------------------------
                                                            Scott Paper Co.                                   1.9
                                                            -----------------------------------------------------
                                                            Ameritech Corp.                                   1.9
                                                            -----------------------------------------------------
                                                            General Electric Co.                              1.9
                                                            -----------------------------------------------------
</TABLE>

<PAGE>
PERFORMANCE  SUMMARY

Because  mutual  funds like MFS Union  Standard  Equity  Fund are  designed  for
investors with long-term goals, we have provided  cumulative  results as well as
the average  annual total returns for the past 6-month and 1-year  periods ended
March 31, 1995, and for the period from January 14, 1994+ to March 31, 1995.

AVERAGE  ANNUAL  AND  CUMULATIVE  TOTAL  RATES  OF  RETURN

Investment  Results
(net asset value change including reinvested distributions)

                                                                    1/14/94+ -
                                                  6 Months  1 Year  3/31/95
- ------------------------------------------------------------------------------
Cumulative Total Return                             +6.07%  +8.21%  +2.25%
- ------------------------------------------------------------------------------
Average Annual Total Return                         --      +8.21%  +1.86%
- ------------------------------------------------------------------------------

All  Fund  results  represent  past  performance  and  are  not  necessarily  an
indication  of future  results.  Investment  return  and  principal  value  will
fluctuate,  and  shares,  when  redeemed,  may be worth  more or less than their
original cost. All Fund results reflect the applicable  expense subsidy which is
explained  in the Notes to  Financial  Statements.  Had the  subsidy not been in
effect, the results would have been less favorable. The subsidy may be rescinded
by MFS at any time.

+Commencement of investment operations.
<PAGE>

PORTFOLIO  OF  INVESTMENTS  (UNAUDITED)- March 31, 1995


Common  Stocks - 95.2%
- ---------------------------------------------------------------------------    
Issuer                                                Shares         Value
- ---------------------------------------------------------------------------   
Aerospace - 2.9%
  Allied Signal, Inc.                                  9,000    $   353,250
  McDonnell Douglas Corp.                             10,800        602,100
                                                                -----------
                                                                $   955,350
- ---------------------------------------------------------------------------
Airlines - 1.6%
  Northwest Airlines Co.*                             20,000    $   542,500

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

Automotive - 0.6%
  Goodyear Tire & Rubber Co.                           6,000    $   220,500

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

Banks and Credit Companies - 4.4%
  BankAmerica Corp.                                   10,000    $   482,500
  Citicorp                                            14,400        612,000
  Firstar Corp.                                       12,000        354,000
                                                                -----------
                                                                $ 1,448,500
- ---------------------------------------------------------------------------
Business Machines - 0.9%
  Xerox Corp.                                          2,500    $   293,438

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

Chemicals - 0.4%
  du Pont (E.I.) de Nemours & Co.                      2,400    $   145,200

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

Consumer Goods and Services - 9.6%
  American Brands, Inc.                               10,000    $   392,500
  American Greetings Corp.                            18,000        537,750
  Colgate-Palmolive Co.                                8,000        528,000
  Philip Morris Cos., Inc.                            10,200        665,550
  Revco DS, Inc.*                                     24,000        552,000
  Tyco International Ltd.                              9,000        475,875
                                                                -----------
                                                                $ 3,151,675
- ---------------------------------------------------------------------------
Containers - 1.3%
  Corning, Inc.                                       12,000    $   432,000

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

Defense Electronics - 0.9%
  Loral Corp.                                          7,200    $   306,000

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

Electrical Equipment - 4.8%
  Emerson Electric Co.                                 7,500    $   498,750
  General Electric Co.                                11,400        617,025
  Honeywell, Inc.                                     12,000        448,500
                                                                -----------
                                                                $ 1,564,275
- ---------------------------------------------------------------------------   
Entertainment - 5.3%
  Circus Circus Enterprises, Inc.*                    15,000    $   483,750
  Disney (Walt) Co.                                    7,500        400,312
  Mirage Resorts, Inc.*                               15,000        420,000
  Promus Cos., Inc.*                                  12,000        450,000
                                                                -----------
                                                                $ 1,754,062
- ---------------------------------------------------------------------------   
Food and Beverage Products - 7.2%
  Anheuser-Busch Cos.                                  6,000    $   351,750
  General Mills, Inc.                                  5,000        298,125
  Hershey Foods Corp.                                  7,200        368,100
  Kellogg Co.                                          5,000        291,875
  PepsiCo, Inc.                                       12,000        468,000
  Ralston-Ralston Purina                              12,000        573,000
                                                                -----------
                                                                $ 2,350,850
- ---------------------------------------------------------------------------   
Forest and Paper Products - 4.9%
  Georgia-Pacific Corp.                                4,000    $   319,000
  Kimberly Clark Corp.                                 6,000        312,000
  Mead Corp.                                           6,500        348,562
  Scott Paper Co.                                      7,000        625,625
                                                                -----------
                                                                $ 1,605,187
- ---------------------------------------------------------------------------   
Machinery - 1.8%
  Deere & Co., Inc.                                    7,200    $   585,000

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

Medical and Health Products - 5.2%
  American Home Products Corp.                         4,000    $   285,000
  Bristol-Myers Squibb Co.                             4,800        302,400
  Johnson & Johnson                                    8,000        476,000
  Merck & Co., Inc.                                   15,000        639,375
                                                                -----------
                                                                $ 1,702,775
- ---------------------------------------------------------------------------   
Metals and Minerals - 1.2%
  Alumax, Inc.*                                        5,000    $   134,375
  Inland Steel Industries, Inc.                        5,000        137,500
  Phelps Dodge Corp.                                   2,000        113,750
                                                                -----------
                                                                $   385,625
- ---------------------------------------------------------------------------   
Oils - 8.6%
  Amoco Corp.                                         10,000    $   636,250
  Chevron Corp.                                        6,000        288,000
  Exxon Corp.                                         10,000        667,500
  Mobil Corp.                                          7,200        666,900
  Occidental Petroleum Corp.                          25,000        546,875
                                                                -----------
                                                                $ 2,805,525
- ---------------------------------------------------------------------------   
Pollution Control - 3.0%
  Browning-Ferris Industries                          18,000    $   612,000
  USA Waste Services, Inc.*                           30,000        356,250
                                                                -----------
                                                                $   968,250
- ---------------------------------------------------------------------------   
Printing and Publishing - 1.3%
  Pulitzer Publishing Co.                             11,375    $   437,938

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

Railroads - 2.8%
  CSX Corp.                                            4,800    $   378,000
  Southern Pacific Rail Corp.*                        30,000        525,000
                                                                -----------
                                                                $   903,000
- ---------------------------------------------------------------------------   
Special Products and Services - 1.1%
  Minnesota Mining & Manufacturing Co.                 6,000    $   348,750

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

Stores - 2.2%
  Amern Stores Co.                                    12,000    $   307,500
  Federated Department Stores, Inc.*                  18,000        398,250
                                                                -----------
                                                                $   705,750
- ---------------------------------------------------------------------------   
Supermarkets - 2.7%
  Kroger Co.*                                         18,000    $   474,750
  Safeway, Inc.*                                      12,000        417,000
                                                                -----------
                                                                $   891,750
- ---------------------------------------------------------------------------   
Trucking - 0.9%
  MTL, Inc.*                                          20,000    $   285,000

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

Utilities - Electric - 10.4%
  Cinergy Corp.                                       20,000    $   497,500
  DPL, Inc.                                           20,000        417,500
  FPL Group, Inc.                                     12,000        436,500
  General Public Utilities Co.                        15,000        436,875
  Illinova Corp.                                      20,000        455,000
  Nipsco Industries, Inc.                             16,000        498,000
  Pacific Gas & Electric Co.                          12,000        298,500
  Pinnacle West Capital Corp.                         18,000        375,750
                                                                -----------
                                                                $ 3,415,625
- ---------------------------------------------------------------------------   
Utilities - Gas - 2.8%
  Pacific Enterprises                                 18,000    $   445,500
  Tenneco, Inc.                                       10,000        471,250
                                                                -----------
                                                                $   916,750
- ---------------------------------------------------------------------------   
Utilities - Telephone - 6.4%
  American Telephone & Telegraph Co.                  15,000    $   776,250
  Ameritech Corp.                                     15,000        618,750
  BellSouth Corp.                                     12,000        714,000
                                                                -----------
                                                                $ 2,109,000
- ---------------------------------------------------------------------------   
Total Common Stocks (Identified Cost, $29,059,891)              $31,230,275

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

Short-Term  Obligations - 9.8%

- ---------------------------------------------------------------------------   
                                                Principal Amount
                                                 (000 Omitted)
- ---------------------------------------------------------------------------   
  Federal Home Loan Bank, due 4/03/95 - 4/14/95       $2,800    $ 2,798,337
  Tennessee Valley Authority, due 4/24/95                400        398,485

- ---------------------------------------------------------------------------   
  Total Short-Term Obligations, at Amortized Cost               $ 3,196,822
  -------------------------------------------------------------------------   
Total Investments (Identified Cost, $32,256,713)                $34,427,097

Other  Assets,  Less  Liabilities - (5.0)%                       (1,632,923)
- ---------------------------------------------------------------------------   
Net Assets - 100.0%                                             $32,794,174
- ---------------------------------------------------------------------------   
*Non-income producing security.

See notes to financial statements
<PAGE>


FINANCIAL  STATEMENTS

Statement  of  Assets  and  Liabilities (Unaudited)
- ------------------------------------------------------------------------------
March 31, 1995
- ------------------------------------------------------------------------------
Assets:
  Investments, at value (identified cost, $32,256,713)            $34,427,097
  Cash                                                                 92,422
  Receivable for investments sold                                   1,903,253
  Dividends receivable                                                 52,101
  Receivable from investment adviser                                    6,483
  Deferred organization expenses                                       19,101
                                                                  -----------
      Total assets                                                $36,500,457
                                                                  -----------
Liabilities:
  Payable for investments purchased                               $ 3,685,823
  Payable to affiliates -
    Management fee                                                        902
    Shareholder servicing agent fee                                     1,000
  Accrued expenses and other liabilities                               18,558
                                                                  -----------
      Total liabilities                                           $ 3,706,283
                                                                  -----------
Net assets                                                        $32,794,174
                                                                  ===========
Net assets consist of:
  Paid-in capital                                                 $31,349,424
  Unrealized appreciation on investments                            2,170,384
  Accumulated net realized loss on investments                       (837,086)
  Accumulated undistributed net investment income                     111,452
                                                                  -----------
      Total                                                       $32,794,174
                                                                  ===========
Shares of beneficial interest outstanding                          3,240,424
                                                                   =========

Net asset value,  offering price,  and redemption price per share (net assets of
  $32,794,174 / 3,240,424 shares of beneficial
interest outstanding)                                               $10.12
                                                                    ======

See notes to financial statements

<PAGE>

FINANCIAL  STATEMENTS - continued

Statement  of  Operations (Unaudited)
- ------------------------------------------------------------------------------
Six Months Ended March 31, 1995
- ------------------------------------------------------------------------------
Net investment income:
  Income -
    Dividends                                                $  274,582
    Interest                                                     30,198
                                                             ----------
      Total investment income                                $  304,780
                                                             ----------
  Expenses --
    Management fee                                           $   79,532
    Trustees' compensation                                        1,900
    Shareholder servicing agent fee                                 500
    Distribution and service fee                                 18,145
    Printing                                                     10,105
    Auditing fees                                                 5,200
    Amortization of organization expenses                         2,468
    Custodian fee                                                 2,463
    Legal fees                                                      544
    Postage                                                         200
    Miscellaneous                                                 8,626
                                                              ---------
      Total expenses                                         $  129,683

    Preliminary reduction of expenses by investment adviser      (7,474)
                                                              ---------
      Net expenses                                           $  122,209
                                                              ---------
        Net investment income                                $  182,571
                                                              ---------
Realized and unrealized gain (loss) on investments:
  Realized loss (identified cost basis) on 
    investment transactions                                  $(666,343)
  Change in unrealized appreciation on investments           2,183,350
                                                             ---------
      Net realized and unrealized gain on investments        $1,517,007
                                                             ---------
        Increase in net assets from operations               $1,699,578
                                                             ==========
See notes to financial statements
<PAGE>


<TABLE>
STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------
<CAPTION>
                                                     Six Months Ended
                                                       March 31, 1995            Period Ended
                                                         (Unaudited)       September 30, 1994*
- ---------------------------------------------------------------------------------------------------
<S>                                                    <C>                        <C>
Increase (decrease) in net assets:
From operations --
  Net investment income                                $    182,571               $   153,346
  Net realized loss on investments                         (666,343)                 (170,743)
  Net realized gain (loss) on investments                 2,183,350                   (12,966)
                                                          ---------                 ---------
    Increase (decrease) in net assets from operations     1,699,578                   (30,363)
                                                          ---------                 ---------
Distributions declared to shareholders from
  net investment income                                    (224,465)                    --
                                                           --------                 ---------
Fund share (principal) transactions --
  Net proceeds from sale of shares                     $  9,572,700               $22,212,350
  Net asset value of shares issued to shareholders
    in reinvestmen of distributions                         224,464                     --
  Cost of shares reacquired                                (662,551)                  (47,539)
                                                           --------                -----------
   Increase in net assets from Fund share transactions $  9,134,613               $22,164,811
                                                         ---------                 -----------
      Total increase in net assets                      $10,609,726               $22,134,448

Net assets:
  At beginning of period                                 22,184,448                    50,000
                                                        ----------                 -----------
  At end of period (including accumulated undistributed
    net investment income of $111,452 and $153,346,
    respectively)                                       $32,794,174               $22,184,448
                                                        ===========               ===========
*For the period from the commencement of investment operations, January 14, 1994
to September 30, 1994.

                       See notes to financial statements
</TABLE>
<PAGE>


FINANCIAL  STATEMENTS - continued


Financial  Highlights
- ------------------------------------------------------------------------------
                                       Six Months Ended
                                       March 31, 1995     Period Ended
                                       (Unaudited)        September 30, 1994*
- ------------------------------------------------------------------------------
Per share data (for a share outstanding 
  throughout each period):  
Net asset value - beginning of period     $ 9.64              $10.00
                                          ------              ------

Income from investment operations++ -
  Net investment income(S)                $ 0.07              $ 0.12
  Net realized and unrealized gain
   (loss) on investment transactions        0.51               (0.48)#
                                            ----               -----  
      Total from investment operations    $ 0.58               (0.36)
                                          ------               ----- 
Less distributions declared to
  shareholders from net investment
  income                                  $(0.10)             $  --
                                          ------               ----- 
Net asset value - end of period           $10.12              $ 9.64
                                          ======              ======
                                         
Total return                                6.07%              (3.60)%

Ratios (to average net assets)/
  Supplemental data(S):
   Expenses                                 1.00%+              1.00%+ 
   Net investment income                    1.50%+              1.55%+

Portfolio turnover                            79%                 48%

Net assets at end of period 
  (000 omitted)                          $32,794             $22,184
  *For the period from the  commencement  of  investment operations, January 14,
   1994 to September 30, 1994.
  +Annualized.
 ++Per share data are based on average shares outstanding.
 #The per share amount is not in accord with the net  realized  and  unrealized
   gain for the period  because  of the  timing of sales of Fund  shares and the
   amount of per share  realized and  unrealized  gains and losses at such time.
(S)The investment advisor has agreed to maintain the expenses of the Fund at not
   more than 1% of average daily net assets.  To the extent actual expenses were
   over this  limitation,  the net  investment  income  per share and the ratios
   would have been:

   Net investment income                   $0.07               $0.07
   Ratios (to average net assets):
     Expenses                               1.06%+              1.64%+

     Net investment income                  1.44%+              0.91%+

See notes to financial statements
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS  (UNAUDITED)

(1) Business  and  Organization
MFS Union Standard  Equity Fund (the Fund) is a diversified  series of MFS Union
Standard Trust (the Trust).  The Trust is organized as a Massachusetts  business
trust and is registered under the Investment Company Act of 1940, as amended, as
an open-end management investment company.

(2) Significant  Accounting  Policies
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.  Short-term  obligations,  which
mature in 60 days or less,  are valued at  amortized  cost,  which  approximates
value.  Securities  for which there are no such  quotations  or  valuations  are
valued at fair value as  determined  in good faith by or at the direction of the
Trustees.

Deferred  Organization  Expenses - Costs incurred by the Fund in connection with
its  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 Fund.

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 both 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 payments  received in additional  securities are recorded on the
ex-dividend date in an amount equal to the value of the security on such date.

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

The Fund  distinguishes  between  distributions  on a tax basis and a  financial
reporting  basis and  requires  that only  distributions  in excess of tax basis
earnings and profits are  reported in the  financial  statements  as a 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.

(3) Transactions  with  Affiliates
Investment  Adviser  - The  Fund  has  an  investment  advisory  agreement  with
Massachusetts  Financial  Services  Company (MFS) to provide overall  investment
advisory  and  administrative  services,  and  general  office  facilities.  The
management fee,  computed daily and paid monthly at an effective  annual rate of
0.65% of average daily net assets, amounted to $79,532.

MFS has agreed to pay until  December 31,  1998,  expenses of the Fund such that
the Fund's  aggregate  operating  expenses  shall not exceed,  on an  annualized
basis,  1.00% of the average daily net assets of the Fund.  Such payments by MFS
are subject to  reimbursement  by the Fund,  which will be  accomplished  by the
payment by the Fund of an expense  reimbursement  fee to MFS  computed  and paid
monthly at a  percentage  of its average  daily net assets for its then  current
fiscal  year,  with a  limitation  that  immediately  after  such  payment,  the
aggregate  operating  expenses  of the Fund will not  exceed,  on an  annualized
basis,  1.00% of its  average  daily  net  assets.  This  expense  reimbursement
agreement  terminates  on the  earlier  of  the  date  on  which  payments  made
thereunder by the Fund equal the prior payments of such reimbursable expenses by
MFS or December 31, 1998. At March 31, 1995, the amount subject to reimbursement
by the Fund to MFS was $70,146.

The Fund pays no  compensation  directly to its Trustees who are officers of the
investment adviser, or to officers of the Fund, all of whom receive remuneration
for their services to the Fund from MFS. Certain of the officers and Trustees of
the Fund are officers or directors of MFS, MFS Fund Distributors, Inc. (MFD) and
MFS Service Center, Inc. (MFSC).

Distributor  - MFD, a wholly owned  subsidiary  of MFS, is  distributor  for the
Fund.  The Trustees have adopted a  distribution  plan pursuant to Rule 12b-1 of
the Investment Company Act of 1940. The distribution plan provides that the Fund
will pay MFD up to 0.25% per annum of the  Fund's  average  daily net  assets in
order  that  MFD  may  pay  expenses  on  behalf  of  the  Fund  related  to the
distribution and servicing of its shares.  Payments under the distribution  plan
have been set at 0.15% of average daily net assets for an  indefinite  period of
time.  Fees incurred under the  distribution  plan during the period ended March
31, 1995 amounted to $18,145.

Shareholder  Servicing  Agent - MFSC, a wholly owned  subsidiary of MFS,  earned
$500 for the  period  ended  March  31,  1995 for its  services  as  shareholder
servicing  agent.  The fee is  calculated  based on the  number  of  shareholder
accounts which the Fund has maintained for the period.

(4) Portfolio  Securities
Purchases  and sales of  investments,  other  than U.S.  government  securities,
purchased option transactions and short-term obligations, aggregated $26,662,602
and $19,067,736, respectively.

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

Aggregate cost                                                    $32,256,713
                                                                  ===========
Gross unrealized appreciation                                     $ 2,530,410
Gross unrealized depreciation                                        (360,026)
                                                                  -----------
  Net unrealized appreciation                                     $ 2,170,384
                                                                  ===========


At September 30, 1994, the Fund, for federal income tax purposes,  had a capital
loss  carryforward  of  $164,762,  which may be applied  against any net taxable
realized gains of each  succeeding  year until the earlier of its utilization or
expiration on September 30, 2002.

(5) Shares of Beneficial Interest 
The Fund's  Declaration  of Trust  permits the  Trustees  to issue an  unlimited
number of full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:

                                         Six Months Ended   Period Ended
                                         March 31, 1995     September 30, 1994*
- ------------------------------------------------------------------------------
Shares sold                                  983,045            2,301,136
Shares issued to shareholders in                                    --
 reinvestment of distributions                24,032
Shares reacquired                            (67,824)              (4,965)
                                             -------            ---------
  Net increase                               939,253            2,296,171
                                             =======            =========

*For the period from the commencement of investment operations, January 14, 1994
to September 30, 1994.

(6) Line  of  Credit
The Fund entered into an agreement  which enables it to  participate  with other
funds  managed by MFS, or an affiliate  of 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  commitment  fee allocated to the Fund for the
period ended March 31, 1995 was $196.


                ---------------------------------------------
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.


MFS UNION STANDARD
EQUITY FUND

500 Boylston Street
Boston, MA 02116






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