MFS GROWTH OPPORTUNITIES FUND
497, 1996-07-01
Previous: MARK IV INDUSTRIES INC, 10-Q, 1996-07-01
Next: MFS SERIES TRUST IX /MA/, N-30D, 1996-07-01



<PAGE>

                            MFS Managed Sectors Fund
                       MFS Municipal Limited Maturity Fund
                         MFS World Asset Allocation Fund
                          MFS Government Mortgage Fund
                             MFS Equity Income Fund
                MFS/Foreign & Colonial International Growth Fund
                       MFS Research Growth and Income Fund
          MFS/Foreign & Colonial International Growth and Income Fund
                              MFS Core Growth Fund
              MFS/Foreign & Colonial Emerging Markets Equity Fund
                           MFS Aggressive Growth Fund
                         MFS Alabama Municipal Bond Fund
                         MFS Special Opportunities Fund
                        MFS Arkansas Municipal Bond Fund
                            MFS Emerging Growth Fund
                       MFS California Municipal Bond Fund
                             MFS Capital Growth Fund
                         MFS Florida Municipal Bond Fund
                        MFS Gold & Natural Resources Fund
                         MFS Georgia Municipal Bond Fund
                          MFS Intermediate Income Fund
                        MFS Maryland Municipal Bond Fund
                              MFS High Income Fund
                      MFS Massachusetts Municipal Bond Fund
                         MFS Municipal High Income Fund
                       MFS Mississippi Municipal Bond Fund
                             MFS Municipal Bond Fund
                        MFS New York Municipal Bond Fund
                                  MFS OTC Fund
                     MFS North Carolina Municipal Bond Fund
                              MFS Total Return Fund
                      MFS Pennsylvania Municipal Bond Fund
                                MFS Research Fund
                     MFS South Carolina Municipal Bond Fund
                           MFS World Total Return Fund
                        MFS Tennessee Municipal Bond Fund
                               MFS Utilities Fund
                        MFS Virginia Municipal Bond Fund
                              MFS World Equity Fund
                      MFS West Virginia Municipal Bond Fund
                           MFS World Governments Fund
                             MFS Municipal Bond Fund
                                 MFS Value Fund
                          MFS Growth Opportunities Fund
                            MFS Strategic Income Fund
                         MFS Government Securities Fund
                              MFS World Growth Fund
                   Massachusetts Investors Growth Stock Fund
                                  MFS Bond Fund
                      MFS Government Limited Maturity Fund
                            MFS Limited Maturity Fund
                          Massachusetts Investors Trust


                      SUPPLEMENT TO THE CURRENT PROSPECTUS


         This supplement describes certain changes to the imposition and waivers
of sales charges with respect to the Fund's Class A and Class B shares purchased
by certain retirement plans.

Class A Shares:

         Class A shares are generally offered at net asset value plus an initial
sales  charge,  but in certain  circumstances  are  offered  at net asset  value
without an initial  sales charge but subject to a 1% contingent  deferred  sales
charge ("CDSC") upon redemption.  These  circumstances  are described below, and
supersede any description of these circumstances contained in the Prospectus.

         Purchases  subject to a CDSC (but not an initial sales charge).  In the
following  three  circumstances,  Class A shares are  offered at net asset value
without an initial sales charge but subject to a CDSC, equal to 1% of the lesser
of the value of the  shares  redeemed  (exclusive  of  reinvested  dividend  and
capital gain  distributions) or the total cost of such shares, in the event of a
share redemption within 12 months following the purchase:

         (i)      on investments of $1 million or more in Class A shares;
<PAGE>
         (ii)     on investments in Class A shares by certain retirement plans
                  subject to the Employee Retirement Income Security Act of
                  1974, as amended ("ERISA"), if:  (a) the plan had
                  established an account with the MFS Service Center, Inc.
                  (the "Shareholder Servicing Agent") PRIOR TO July 1, 1996
                  and (b) the sponsoring organization has demonstrated to the
                  satisfaction of MFS Fund Distributors, Inc. ("MFD") that
                  either (i) the employer has at least 25 employees or (ii)
                  the aggregate purchases by the retirement plan of Class A
                  shares of Funds in the MFS Family of Funds (the "MFS Funds")
                  will be in an aggregate amount of at least $250,000 within a
                  reasonable period of time, as determined by MFD in its sole
                  discretion;

         (iii)    on investments in Class A shares by certain retirement plans
                  subject to ERISA, if:  (a) the retirement plan and/or
                  sponsoring organization subscribes to the MFS FUNDamental
                  401(k) Program or any similar recordkeeping system made
                  available by the Shareholder Servicing Agent (the "MFS
                  Participant Recordkeeping System"); (b) the plan establishes
                  an account with the Shareholder Servicing Agent ON OR AFTER
                  July 1, 1996; and (c) the aggregate purchases by the
                  retirement plan of Class A shares of the MFS Funds will be
                  in an aggregate amount of at least $500,000 within a
                  reasonable period of time, as determined by MFD in its sole
                  discretion; and

         (iv)     on investments in Class A shares by certain retirement plans
                  subject to ERISA, if:  (a) the plan establishes an account
                  with the Shareholder Servicing Agent ON OR AFTER July 1,
                  1996 and (b) the plan has, at the time of purchase, a market
                  value of $500,000 or more invested in shares of any class or
                  classes of the MFS Funds.   The retirement plan will qualify
                  under this category ONLY IF the plan or its sponsoring
                  organization informs the Shareholder Servicing Agent prior
                  to the purchase that the plan has a market value of $500,000
                  or more invested in shares of any class or classes of the
                  MFS Funds.  The Shareholder Servicing Agent has no
                  obligation independently to determine whether such a plan
                  qualifies under this category.

         In the case of all such purchases,  MFD will pay commissions to dealers
on new investments in Class A shares made through such dealers as follows:

Commission Paid by MFD to Dealers         Cumulative Purchase Amount

              1.00%                       On the first $2,000,000 plus
              0.80%                       Over $2,000,000 to $3,000,000, plus
              0.50%                       Over $3,000,000 to $50,000,000, plus
              0.25%                       Over $50,000,000

For purposes of determining  the level of commissions to be paid to dealers with
respect to a  shareholder's  new  investment  in Class A shares made ON OR AFTER
April 1,  1996,  purchases  for each  shareholder  account  (and  certain  other
accounts for which the  shareholder  is a record or  beneficial  holder) will be
aggregated  over a 12-month period  (commencing  from the date of the first such
purchase).

See  "Redemptions  and  Repurchases - Contingent  Deferred  Sales Charge" in the
Prospectus for further discussion of the CDSC.
<PAGE>

         Waivers of Class A CDSC.  In certain  circumstances,  the CDSC  imposed
upon the  redemption  of Class A  shares  is  waived.  These  circumstances  are
described in Appendix A to the Prospectus.  In addition to these  circumstances,
the CDSC imposed upon the redemption of Class A shares is waived with respect to
shares held by certain retirement plans qualified under Section 401(a) or 403(b)
of the Internal  Revenue Code of 1986, as amended (the  "Code"),  and subject to
ERISA, where:

          (i)     the retirement plan and/or sponsoring organization does not
                  subscribe to the MFS Participant Recordkeeping System; and
          (ii)    the   retirement   plan   and/or    sponsoring    organization
                  demonstrates to the satisfaction of the Shareholder  Servicing
                  Agent  that  the   retirement   plan  has,   at  the  time  of
                  certification or will have pursuant to a purchase order placed
                  with the  certification,  a market  value of  $500,000 or more
                  invested  in shares of any class or  classes  of the MFS Funds
                  and aggregate assets of at least $10 million;

PROVIDED,  HOWEVER,  that the CDSC will not be waived (I.E., it will be imposed)
in the event that  there is a change in law or  regulations  which  results in a
material  adverse  change to the tax  advantaged  nature of the plan,  or in the
event that the plan and/or  sponsoring  organization:  (i) becomes  insolvent or
bankrupt;  (ii)  is  terminated  or  partially  terminated  under  ERISA  or  is
liquidated or dissolved;  or (iii) is acquired by, merged into, or  consolidated
with, any other entity.

Class B Shares:

         Class B shares are offered at net asset value  without an initial sales
charge  but  subject  to a CDSC  upon  redemption  as  described  in the  Fund's
Prospectus.  In the case of such  purchases,  MFD  generally  pays an  amount to
dealers equal to 4.00% of the amount  purchased  through such dealers,  which is
comprised  of a  commission  of 3.75%  plus the  advancement  of the first  year
service  fee  equal to 0.25% of the  purchase  price  payable  under the Class B
Distribution Plan.

         Class  B  shares  purchased  by  a  retirement  plan  whose  sponsoring
organization  subscribes to the MFS Participant  Recordkeeping  System and which
has  established  its account with the  Shareholder  Servicing Agent ON OR AFTER
July 1, 1996,  will be subject to the CDSC  described  in the Fund's  Prospectus
only under limited  circumstances,  as explained below under "Waivers of Class B
CDSC." With respect to such  purchases,  MFD pays an amount to dealers  equal to
3.00% of the  amount  purchased  through  such  dealers  (rather  than the 4.00%
payment described  above),  which is comprised of a commission of 2.75% plus the
advancement  of the first year service fee equal to 0.25% of the purchase  price
payable under the Class B Distribution Plan. As discussed above, such retirement
plans are  eligible  to  purchase  Class A shares of the Fund at net asset value
without an initial sales charge but subject to a 1% CDSC if the plan has, at the
time of purchase,  a market value of $500,000 or more  invested in shares of any
class or classes of the MFS Funds.  In this  event,  the plan or its  sponsoring
organization  should  inform the  Shareholder  Servicing  Agent that the plan is
eligible  to  purchase  Class A shares  under  this  category;  the  Shareholder
Servicing Agent has no obligation independently to determine whether such a plan
qualifies under this category for the purchase of Class A shares.

         Waivers of Class B CDSC.  In certain  circumstances,  the CDSC  imposed
upon the  redemption  of Class B  shares  is  waived.  These  circumstances  are
described in Appendix A to the Prospectus.  In addition to these  circumstances,
the CDSC imposed upon the redemption of Class B shares is waived with respect to
shares held by a retirement plan whose sponsoring organization subscribes to the
MFS Participant  Recordkeeping  System and which has established an account with
the Shareholder Servicing Agent ON OR AFTER July 1, 1996; PROVIDED HOWEVER, that
the CDSC will not be waived  (I.E.,  it will be imposed) in the event that there
is a change in law or regulations  which results in a material adverse change to
the tax  advantaged  nature of the plan,  or in the event  that the plan  and/or
sponsoring  organization:  (i) becomes insolvent or bankrupt; (ii) is terminated
or partially  terminated under ERISA or is liquidated or dissolved;  or (iii) is
acquired by, merged into, or consolidated with, any other entity.


                  The date of this Supplement is July 1, 1996.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission