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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer: MFS Growth Opportunities Fund
500 Boylston Street
Boston, MA 02116
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2. Name of each series or class of funds for which this notice is filed:
SERIES CLASS(ES) OF SHARES
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MFS Growth Opportunities Fund Classes A, B & I
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3. Investment Company Act File Number: 811-2032
Securities Act File Number: 2-36431
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4. Last day of fiscal year for which this notice is filed: December 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not Applicable
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: 36,073,279
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 4,739,171
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9. Number and aggregate sale price of securities sold during the fiscal year:
27,655,658 shares were sold for an aggregate sale price of $376,736,179.
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
24,694,925 shares were sold for an aggregate sale price of $334,639,065.
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
As permitted by instruction B.7, DRIP shares are included in the securities
reported in Item 9.
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold $334,639,065
during the fiscal year in reliance on ______________
rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in + (included in (i))
connection with dividend reinvestment ______________
plans (from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or -334,639,065
repurchased during the fiscal year ______________
(if applicable):
(iv) Aggregate price of shares redeemed or + 0
repurchased and previously applied as a ______________
reduction to filing fees pursuant to rule
24e-2 (if applicable):
(v) Net aggregate price of securities sold and $0
issued during the fiscal year in ______________
reliance of rule 24f-2 [line (i),
plus line (ii), less line (iii),
plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the X 1/33 of 1%
Securities Act of 1933 or other applicable law ______________
or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $0.00
line (vi)]: ==============
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3(a)).
/ /
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: (Signature and Title)* /s/ JAMES R. BORDEWICK, JR., ASSISTANT SECRETARY
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James R. Bordewick, Jr., Assistant Secretary
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Date: February 26, 1997
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*Please print the name and title of the signing officer below the signature.
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February 26, 1997
MFS Growth Opportunities Fund
500 Boylston Street
Boston, MA 02116
Re: Rule 24f-2 Notice
Gentlemen:
I am a Senior Vice President and Associate General Counsel of Massachusetts
Financial Services Company, which serves as investment adviser to MFS Growth
Opportunities Fund (the "Fund"), and the Assistant Secretary 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, executed and
delivered in Boston, Massachusetts, as amended and restated February 17, 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 January 18, 1995, 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.
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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 24,694,925 shares of beneficial interest of the Fund (the
"Shares") sold in reliance upon said Rule 24f-2 during the fiscal year ending
December 31, 1996.
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 January 18, 1995 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, except as described
below. 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.
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,
JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
JRB/bjn
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February 26, 1997
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, 1996.
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,
MARK D. KAPLAN
Mark D. Kaplan
Regulatory Affairs Manager
Enclosures
