SecProbe.io

CORRESP
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filename1.htm

MFS®
INVESTMENT MANAGEMENT

111 Huntington Avenue, Boston, Massachusetts 02199

Phone
617-954-5000

March 11, 2025

VIA EDGAR (as Correspondence)

United
States Securities and Exchange Commission

100 F Street, N.E.

Washington,
DC  20549

RE: Filings
of Prospectuses, Form N-CSRs, and Form N-CENs for MFS Series Trust I (File Nos. 33-7638; 811-04777),
MFS Series Trust VI (File Nos. 33-34502; 811-06102), MFS Series Trust VII (File Nos. 2-68918; 811-03090),
MFS Series Trust VIII (File Nos. 33-37972; 811-05262), MFS Series Trust IX (File Nos. 2-50409; 811-02464),
MFS Series Trust X (File Nos. 33-1657; 811-04492), MFS Series Trust XV (File Nos. 2-96738; 811-04253),
and MFS Municipal Series Trust (File Nos. 2-92915; 811-04096) (each, a "Registrant" and collectively,
the “Registrants”)

Ladies and Gentlemen:

 With
respect to your review of the above-referenced filings of the Registrants, this letter sets forth our
responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the "SEC") received during a conference call on February 10, 2025.

1. Comment: Instruction
3 to Item 27A(a) of Form N-1A instructs registrants not to include information in annual or semiannual
shareholder reports other than the disclosure that is required by Item 27A and its Instructions or as
allowed by other rules, such as Rule 8b-20 under the Investment Company Act of 1940, as amended (the
“1940 Act”). Please explain how the inclusion of disclosure in the annual and semiannual shareholder
reports for certain funds addressing the effects of management fee waivers and litigation settlements
on a Registrant’s performance and certain trademark disclaimers relating to a Registrant’s benchmark
are consistent with this requirement.

 Response: Instruction
3 to Item 27A(a) of Form N-1A provides that a registrant may include additional information in the registrant’s
annual or semi-annual shareholder report if inclusion of such information is consistent with Rule 8b-20
under the 1940 Act. Rule 8b-20 states that “in addition to the information expressly required to be
included in a registration statement or report, there shall be added such further

Securities and Exchange Commission

March 11,
2025

Page 2

  material information, if any, as may be necessary to make
the required statements, in the light of the circumstances under which they are made, not misleading.”
The adopting release for the tailored shareholder report addresses this flexibility further in discussing
final amendments to Form N-1A stating that “…if a fund’s particular circumstances may cause the
required disclosures to be misleading, the final rules will allow a fund to add information to the report
that is necessary to make the required disclosure items not misleading.” 1

  Each Registrant’s
response to Item 27A(d)(2) of Form N-1A includes “Notes to Fund Performance” indicating that the
Registrant’s performance results reflect the impact of any applicable expense subsidies or waivers
and any litigation settlements received by the Registrant during the relevant performance period. Each
performance note further indicates that the Registrant’s performance would have been lower without
such expense subsidies and waivers or payment of litigation proceeds. The application of expense subsidies
and waivers and the receipt of litigation proceeds can materially impact a Registrant’s performance
results during the period received and we believe that failing to notify shareholders of this impact
could potentially mislead such shareholders regarding the factors contributing to the return on their
investment and, therefore, may be material to a shareholder’s decision to continue investing in the
Registrant. As such, we believe that the inclusion of both statements included in the “Notes to Fund
Performance” is consistent with Instruction 3 to Item 27A(a) of Form N-1A and Rule 8b-20 of the 1940
Act and, therefore, we respectfully decline to amend the applicable disclosure.

  The trademark disclaimers relating to any indices referenced
in each Registrant’s annual shareholder report will be removed going forward.

1
Tailored Shareholder Report for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment
Company Advertisements, Investment Company Act Rel. No. 34731, 87 FR 72758 (November 25, 2022) (the “TSR
Adopting Release”).

Securities and Exchange Commission

March 11,
2025

Page 3

2. Comment: For
any Registrants that depict portfolio holdings according to credit quality in response to Item 27A(f)
of Form N-1A, please include a statement describing how credit quality is determined.

Response: For the Registrants
that depict portfolio holdings information according to the credit quality of such holdings as permitted
under Item 27A(f) of Form N-1A, we include a breakdown of such holdings by credit quality in a table
labeled “Composition including fixed income credit quality.”

 For relevant fixed income funds and multi-asset
funds, we include the following footnote below the “Composition including fixed income credit quality”
table that explains how the credit ratings were determined:

 “Ratings are assigned using Moody’s,
Fitch, and Standard & Poor’s and applying a hierarchy: If all 3 agencies rate a security, the middle
rating is assigned; if 2 agencies rate a security, the lower rating is assigned. If none of the 3 agencies
rate a security, we use DBRS Morningstar. If none of the 4 agencies rate a security, we use Kroll Bond
Rating Agency. Ratings are shown in the S&P and Fitch scale (e.g., AAA). All ratings are subject
to change.”

 For
relevant money market funds we include a similar footnote below the “Composition including fixed income
credit quality” table describing how the ratings were determined for these types of funds:

 “Ratings
are assigned to portfolio securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s
rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle
rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate
a security, the lower of the two is assigned. Ratings are shown in the S&P scale. All ratings are
subject to change. The fund did not hold unrated securities. The fund is not rated by these agencies.”

 We
believe the above disclosure for the relevant Registrants addresses the requirements of Item 27A(f) of
Form N-1A and, therefore, we respectfully decline to amend the applicable disclosure describing how credit
quality is determined for these Registrants.

Securities and Exchange Commission

March 11,
2025

Page 4

3.A. Comment: For
Registrants with Class C shares, the graph depicting the growth of a hypothetical $10,000 investment
over a ten-year period in response to Item 27A(d) of Form N-1A includes a statement that the “graph
includes the deduction of the maximum applicable sales charge, if any.” Please explain how this graph
incorporates the contingent deferred sales charge (“CDSC”) applicable to Class C shares which expires
one year after the purchase of such shares.

Response: For Registrants with Class C shares, the graph depicting the
growth of a hypothetical investment over a ten-year period required by Item 27A(d) of Form N-1A does
not incorporate the CDSC applicable to such Class C shares. Instruction 2 of Item 27A(d) states that
funds with CDSCs should apply the maximum CDSC deduction for a complete redemption on the last business
day of the reporting period of the graph (i.e., after a ten-year period). Each Registrant’s Class C
shares apply a CDSC that expires for shares that are held for longer than a one-year period and, therefore,
would not be applied to a complete redemption occurring after a ten-year period. As such, we believe
it is appropriate not to deduct the CDSC applicable for Class C shares from the graph depicting the growth
of a hypothetical investment over a ten-year period. To enhance the clarity of each Registrant’s annual
shareholder report, the statement that the “graph includes the deduction of the maximum applicable
sales charge, if any” will be removed from all annual shareholder reports going forward for classes
of shares that do not incorporate a CDSC or other sales charge in the hypothetical investment graph.

3.B. Comment: For Registrants with Class B shares, the graph depicting the
growth of a hypothetical $10,000 investment over a ten-year period in response to Item 27A(d) of Form
N-1A includes a statement that the “graph includes the deduction of the maximum applicable sales charge,
if any.” Please explain how this graph incorporates the CDSC applicable to Class B shares which expires
six years after the purchase of such shares.

Response: For Registrants with
Class B shares, the graph depicting the growth of a hypothetical investment over a ten-year period required
by Item 27A(d) of Form N-1A does not incorporate the CDSC applicable to such Class B shares. Instruction
2 of Item 27A(d) states that funds with CDSCs should apply the maximum CDSC deduction for a complete
redemption on the last business day of the reporting period of the graph (i.e., after a ten-year period).
Each Registrant’s Class B

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March 11,
2025

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shares
apply a CDSC that expires for shares that are held for longer than a six-year period and, therefore,
would not be applied to a complete redemption occurring after a ten-year period. As such, we believe
it is appropriate not to deduct the CDSC applicable for Class B shares from the graph depicting the growth
of a hypothetical investment over a ten-year period. To enhance the clarity of each Registrant’s annual
shareholder report, the statement that the “graph includes the deduction of the maximum applicable
sales charge, if any” will be removed from all annual shareholder reports going forward for classes
of shares that do not incorporate a CDSC or other sales charge in the hypothetical investment graph.

4. Comment: Please explain how each Registrant’s response to Item 10 of
Form N-CSR meets the requirements to disclose aggregate remuneration paid to directors, officers, and
certain affiliates of such officers and directors of the Registrant during the period covered in the
report. Additionally, if remuneration paid by each Registrant in response to Item 10 of Form N-CSR is
disclosed under Item 7 of Form N-CSR, for future filings, please clearly distinguish the disclosure of
such information by incorporating an appropriate header or table of contents with hyperlinks conveying
the information to shareholders.

Response: Item 10 of Form N-CSR requires that a registrant disclose
aggregate remuneration paid by the registrant during the period covered by the report to the registrant’s
directors, officers, and affiliated persons of such directors and officers. Item 10 additionally recognizes
that such reporting may be provided in a registrant’s financial statements included in response to
Item 7 of Form N-CSR and, in such instances, would not need to be provided in a registrant’s response
to Item 10.

 Each
of the Registrants have elected to provide the aggregate remuneration information required by Item 10
as part of the financial statements included in each Registrant’s response to Item 7. Item 10 of each
Registrant’s Form N-CSR additionally includes the following statement directing shareholders to the
Registrant’s Item 7 response for the relevant remuneration information: “this information is disclosed
as part of the financial statements included in Item 7 above for [registrant’s name].” We believe
the above approach is consistent with the requirements of Item 10. We will, however, include a header
or other indicator to further highlight the disclosure of the aggregate remuneration information in Item
7 going forward.

Securities and Exchange Commission

March 11,
2025

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5. Comment: For
MFS Commodity Strategy Fund, a series of MFS Series Trust XV, please explain how the Registrant determined
that the Fund’s benchmark index, the Bloomberg Commodity Index, satisfies the definition of an appropriate
broad-based securities market index under Instruction 6 to Item 27A(d)(2) of Form N-1A.

Response: We
believe that the Bloomberg Commodity Index (the “Index”) qualifies as an appropriate broad-based
index for MFS Commodity Strategy Fund. In making this determination, we considered the unique characteristics
of the Fund, including the Fund’s investment strategy, which seeks to provide exposure to broad commodities
markets primarily through investing in commodity-linked derivatives.  Additionally, we considered relevant
guidance included in the TSR Adopting Release which provides that the revised definition of appropriate
broad-based securities market index is designed to ensure that a fund’s broad-based index is one that
reasonably represents the “overall applicable market” and states that “funds that do not invest
within a single overall debt or equity market could select an index that shares other economic characteristics
with the fund, such as an index that has similar volatility to the fund.” The TSR Adopting Release
further states that “an “appropriate” broad-based securities market index that a fund selects may
include components that do not directly overlap with the fund’s investments, if the index’s components
share similar economic characteristics to the fund’s investments such that they provide an appropriate
point of comparison.” The Index is designed to be a highly liquid and diversified benchmark for commodity
investments reflecting the overall applicable market in which the Fund invests, and we believe the Index
serves as an appropriate point of comparison by providing broad-based exposure to commodities with no
single commodity or sector dominating the Index.

 We also considered the Staff’s response
to the frequently asked questions related to the TSR Adopting Release discussing appropriate indexes
for funds with strategies focusing on asset classes with distinguishable attributes from broad equity
and debt markets. Specifically, the Staff states, in the context of a fund with a municipal bond focused
strategy, that the national municipal securities market may be understood as a standalone overall market
and, therefore, municipal bond funds may consider an index representing the national municipal securities
market “broad-based” for purposes of Form N-1A.  We believe that, similar to municipal securities
markets,

Securities and Exchange Commission

March 11,
2025

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commodities
markets represent a distinct market with risk and return attributes that are distinguishable from broad
equity and debt markets and, therefore, it is appropriate for a fund with a commodity-focused strategy
to use an index, such as the Index, that represents the overall commodities markets as its broad-based
index.

6. Comment: Please
explain why the performance table included in response to Item 27A(d) of Form N-1A includes a statement
that the one-year without sales charge return would have been higher if it included adjustments made
for financial reporting purposes in accordance with U.S. generally accepted accounting principles for
Class R6 shares for certain funds but not for other classes of shares of such funds.  For example, the
annual shareholder report for Class R6 shares for the MFS Low Volatility Global Equity Fund, a series
of MFS Series Trust I, discloses 1-year performance of 24.08% and includes a footnote stating “if the
1-year without sales charge return included adjustments made for financial reporting purposes in accordance
with U.S. generally accepted accounting principles, the return would be 24.15%.”

Response: In each Registrant’s
annual shareholder report, the performance  table included in response to Item 27A(d) of Form N-1A reflects
total return calculations based on the net asset value (“NAV”) that a shareholder would have paid
on the la