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February 27, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for MFS Growth Opportunities Fund
(File Nos.: 811-2032, 2-36431)
Ladies and Gentlemen:
Enclosed on behalf of the Fund for filing pursuant to Rule 24f-2(b)(1)
under the Investment Company Act of 1940 are the following:
1. One copy of the Fund's Rule 24f-2 Notice with respect to its
fiscal year ended December 31, 1994.
2. One copy of an opinion of counsel as required by Rule 24f-2(b)(1).
3. No fee is payable under Rule 24f-2 in connection with this filing.
Please contact me collect at 617-954-5827 should you have any questions
concerning this Notice.
Very truly yours,
/S/ MARK D. KAPLAN
Mark D. Kaplan
Regulatory Affairs Manager
Enclosures:
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RULE 24F-2 NOTICE FOR MFS GROWTH OPPORTUNITIES FUND
(FILE NOS. 811-2032, 2-36431)
The following information is filed pursuant to Rule 24f-2(b)(1) under the
Investment Company Act of 1940:
(i) The fiscal year for which this Notice is filed -- December 31,
1994;
(ii) The number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2, but which remained unsold at the beginning of
such fiscal year -- 24,389,380;
(iii) The number or amount of securities, if any, registered during
such fiscal year, other than pursuant to Rule 24f-2 -- 7,173,857;
(iv) The number or amount of securities sold during such fiscal year
-- 2,744,637; and
(v) The number or amount of securities sold during such fiscal year in
reliance upon the Declaration of the registration of an indefinite amount
of securities under Rule 24f-2 -- 2,744,637.
IN WITNESS WHEREOF, I have hereunto signed my name this 27th day of
February, 1995.
By: /s/ JAMES F. DESMARAIS
James F. Desmarais
Assistant Secretary Pro Tempore
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February 27, 1995
Page 2
*The basis for the calculation of the fee specified in Rule 24f-2(c) is as
follows:
<TABLE>
<S> <C> <C>
The actual aggregate sale price for Shares sold pursuant to
Rule 24f-2 during the Fund's fiscal year ended December 31,
1994 $ 30,868,624
Less: The difference between the actual aggregate redemption
price for Shares redeemed during such fiscal year, and $119,914,672
The actual aggregate redemption price for Shares previously
applied by the Fund pursuant to Rule 24e-2(a) 0
-----------
$(119,914,672)
------------
$(89,046,048)
</TABLE>
cc: Msses: Kellner
Wallace
<PAGE> 4
February 27, 1995
MFS Growth Opportunities Fund
500 Boylston Street
Boston, MA 02116
Re: Rule 24f-2 Opinion
Gentlemen:
I am Senior Counsel of Massachusetts Financial Services Company, which
serves as investment adviser to MFS Growth Opportunities Fund (the "Fund"), and
the Assistant Secretary Pro Tempore of the Fund. I am admitted to practice law
in The Commonwealth of Massachusetts. The Fund was created under a written
Declaration of Trust dated March 4, 1985, and executed and delivered in Boston,
Massachusetts, as amended and restated February 15, 1995 (the "Declaration of
Trust"). The beneficial interest thereunder is represented by transferable
shares without par value. The Trustees have the powers set forth in the
Declaration of Trust, subject to the terms, provisions and conditions therein
provided.
I am of the opinion that the legal requirements have been complied with in
the creation of the Fund, and that said Declaration of Trust is legal and valid.
Under Article III, Section 3.4 and Article VI, Section 6.4 of the
Declaration of Trust, the Trustees are empowered, in their discretion, from time
to time to issue shares of the Fund for such amount and type of consideration,
at such time or times and on such terms as the Trustees may deem best. Under
Article VI, Section 6.1, it is provided that the number of shares of beneficial
interest authorized to be issued under the Declaration of Trust is unlimited.
By vote adopted on February 20, 1985, the Trustees of the Fund determined
to sell to the public the authorized but unissued shares of beneficial interest
of the Fund for cash at a price which will net the Fund (before taxes) not less
than the net asset value thereof, as defined in the Fund's By-Laws, determined
next after the sale is made or at some later time after such sale.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Fund
has registered an indefinite number of shares of beneficial interest under the
Securities Act of 1933.
The Fund is about to file a notice pursuant to Rule 24f-2 making definite
the registration of 2,744,637 shares of beneficial interest of the Fund (the
"Shares") sold in reliance upon said Rule 24f-2 during the fiscal year ending
December 31, 1994.
I have examined a certificate of the Treasurer of the Fund to the effect
that the Fund received the cash consideration for each of the Shares in
accordance with the terms of the February 20, 1985 vote of the Trustees
described above.
I am of the opinion that all necessary Fund action precedent to the issue
of all the authorized but unissued shares of beneficial interest of the Fund,
including the Shares, has been duly taken, and that all the Shares were legally
and validly issued, and are fully paid and non-assessable. I express no opinion
as to compliance with the Securities Act of 1933, the Investment Company Act of
1940 or applicable state "Blue Sky" or securities laws in connection with the
sale of the Shares.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Fund and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Fund
or the Trustees. The Declaration of Trust provides for indemnification out of
the Fund property for all loss and expense of any shareholder held personally
liable for the obligations of the Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its obligations.
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I consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above.
Very truly yours,
/s/ JAMES F. DESMARAIS
James F. Desmarais
Pro Tempore
