<PAGE>
As filed with the Securities and Exchange Commission on April 28, 2000
1933 Act File No. 2-36431
1940 Act File No. 811-2032
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 40
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 30
MFS(R) GROWTH OPPORTUNITIES FUND
(Exact Name of Registrant as Specified in Charter)
500 Boylston Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 617-954-5000
Stephen E. Cavan, Massachusetts Financial Services Company,
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on April 29, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on [date] pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on [date] pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
================================================================================
<PAGE>
MFS(R)GROWTH OPPORTUNITIES FUND
SUPPLEMENT DATED MAY 1, 2000 TO THE CURRENT PROSPECTUS
This Supplement describes the fund's class I shares, and it supplements
certain information in the fund's Prospectus dated May 1, 2000. The caption
headings used in this Supplement correspond with the caption headings used in
the Prospectus.
You may purchase class I shares only if you are an eligible institutional
investor, as described under the caption "Description of Share Classes" below.
1. RISK RETURN SUMMARY
PERFORMANCE TABLE. The "Performance Table" is intended to indicate some of
the risks of investing in the fund by showing changes in the fund's
performance over time. The table is supplemented as follows:
AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1999
1 YEAR 5 YEAR 10 YEAR
------ ------ -------
Class I shares 33.09% 28.36% 17.21%
Standard & Poor's 500 Composite Index*+ 21.04% 28.56% 18.21%
Average multi-cap growth fund++ 52.30% 28.55% 19.17%
- ---------------------------
* The Standard & Poor's 500 Composite Index is a broad-based, unmanaged but
commonly used measure of common stock total return performance. It is
comprised of 500 widely held common stocks listed on the New York Stock
Exchange, American Stock Exchange and over-the-counter market. The
investment return and principal value of stocks fluctuate with changes in
market conditions.
+ Source: Standard & Poor's Micropal, Inc.
++ Source: Lipper Inc.
The fund commenced investment operations on September 9, 1970 with the offering
of class A shares, and subsequently offered class I shares on January 2, 1997.
Class I share performance includes the performance of the fund's class A shares
for periods prior to the offering of class I shares. This blended class I share
performance has been adjusted to take into account the fact that class I shares
have no initial sales charge (load). This blended performance has not been
adjusted to take into account differences in class specific operating expenses.
Class I share performance generally would have been higher than class A share
performance had class I shares been offered for the entire period, because
operating expenses (e.g., distribution and service fees) attributable to class I
shares are lower than those of class A shares.
2. EXPENSE SUMMARY
Expense Table. The "Expense Table" described the fees and expenses that you
may pay when you buy, redeem and hold shares of the fund. The table is
supplemented as follows:
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees............................................... 0.42%
Distribution and Service (12b-1) Fees......................... 0.00%
Other Expenses(1)............................................. 0.20%
Total Annual Fund Operating Expenses.......................... 0.62%
- -----------------------
(1) The fund has an expense offset arrangement which reduces the fund's
custodian fee based upon the amount of cash maintained by the fund with
its custodian and dividend disbursing agent and may enter into other such
arrangements and directed brokerage arrangements (which would also have
the effect of reducing the fund's expenses). Any such fee reductions are
not reflected in the table. Had these expense reductions been taken into
account, "Total Annual Fund Operating Expenses" would be 0.59% for Class
I shares.
EXAMPLE OF EXPENSES. The "Example of Expenses" table is intended to help
you compare the cost of investing in the fund with the cost of investing in
other mutual funds. The example assumes that:
o You invest $10,000 in the fund for the time periods indicated and you
redeem your shares at the end of the time periods.
o Your investment has a 5% return each year and dividends and other
distributions are reinvested.
o The fund's operating expenses remain the same.
SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10
----------- ------ ------ ------ -------
Class I shares $63 $199 $346 $774
3. DESCRIPTION OF SHARE CLASSES
The "Description of Share Classes" is supplemented as follows:
If you are an eligible institutional investor (as described below), you may
purchase class I shares at net asset value without an initial sales charge or
CDSC upon redemption. Class I shares do not have annual distribution and service
fees, and do not convert to any other class of shares of the fund.
The following eligible institutional investors may purchase class I shares:
o certain retirement plans established for the benefit of employees of
MFS and employees of MFS' affiliates; and
o any fund distributed by MFD, if the fund seeks to achieve its
investment objective by investing primarily in shares of the fund and
other MFS funds.
In no event will the fund, MFS, MFD or any of their affiliates pay any sales
commissions or compensation to any third party in connection with the sale of
class I shares. The payment of any such sales commission or compensation would,
under the fund's policies, disqualify the purchaser as an eligible investor in
class I shares.
4. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES
The discussion of "How to Purchase, Exchange and Redeem Shares" is supplemented
as follows:
You may purchase, redeem and exchange class I shares only through your MFD
representative or by contacting MFSC (see the back cover of the Prospectus for
address and phone number). You may exchange your class I shares for class I
shares of another MFS Fund (if you are eligible to purchase them) and for shares
of the MFS Money Market Fund at net asset value.
5. FINANCIAL HIGHLIGHTS
The "Financial Highlights" table is intended to help you understand the fund's
financial performance. It is supplemented as follows:
FINANCIAL HIGHLIGHTS - CLASS I SHARES
PERIOD ENDED
YEAR ENDED DECEMBER 31, DECEMBER 31,
1999 1998 1997*
---- ---- -------------
Per share data (for a share outstanding
throughout each period):
Net asset value - beginning of period $15.95 $13.91 $12.84
------ ------ ------
Income from investment operations# -
Net investment income (loss) $ 0.00** $(0.01) $ 0.00**
Net realized and unrealized gain
on investments and foreign
currency transactions 5.00 3.96 3.07
------ ------ ------
Total from investment operations $ 5.00 $ 3.95 $ 3.07
------ ------ ------
Less distributions declared to shareholders
from net realized gain on investments
and foreign currency transactions $(1.87) $(1.91) $(2.00)
------ ------ ------
Net asset value - end of period $19.08 $15.95 $13.91
------ ------ ------
Total return 33.09% 29.45% 24.65++
Ratios (to average net assets)/
Supplemental data:
Expenses## 0.62% 0.63% 0.65%+
Net investment income (loss) (0.01)% (0.06)% 0.01%+
Portfolio turnover 87% 79% 60%
Net assets at end of period (000 Omitted) $6,625 $5,100 $3,909
- ----------------------------------------
*For the period from the inception of Class I, January 2, 1997, through
December 31, 1997.
**Per share amount was less than $0.01.
+Annualized.
++Not annualized.
#Per share data are based on average shares outstanding.
##Ratios do not reflect expense reductions from directed brokerage and certain
expense offset arrangements.
THE DATE OF THIS SUPPLEMENT IS MAY 1, 2000.
<PAGE>
--------------------------------
MFS(R) GROWTH OPPORTUNITIES FUND
--------------------------------
MAY 1, 2000
PROSPECTUS
CLASS A SHARES OF BENEFICIAL INTEREST
CLASS B SHARES OF BENEFICIAL INTEREST
- --------------------------------------------------------------------------------
This Prospectus describes the MFS Growth Opportunities Fund. The investment
objective of the fund is growth of capital.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THE FUND'S SHARES OR
DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS
YOU OTHERWISE IS COMMITTING A CRIME.
<PAGE>
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TABLE OF CONTENTS
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Page
I Risk Return Summary ............................ 1
II Expense Summary ................................ 5
III Certain Investment Strategies and Risks ........ 7
IV Management of the Fund ......................... 8
V Description of Share Classes ................... 9
VI How to Purchase, Exchange and Redeem Shares .... 13
VII Investor Services and Programs ................. 17
VIII Other Information .............................. 19
IX Financial Highlights ........................... 21
Appendix A -- Investment Techniques and
Practices ....................... A-1
<PAGE>
- -----------------------------
I RISK RETURN SUMMARY
- -----------------------------
o INVESTMENT OBJECTIVE
The fund's investment objective is to provide growth of capital. The
Fund's objective may be changed without shareholder approval.
o PRINCIPAL INVESTMENT POLICIES
The fund invests, under normal market conditions, at least 65% of its total
assets in common stock and equity related securities, such as preferred
stock, convertible securities and depositary receipts, of companies which
the fund's investment adviser, Massachusetts Financial Services Company
(referred to as MFS or the adviser), believes possess above-average growth
opportunities. The fund also invests in fixed income securities when
relative values or economic conditions make these securities attractive.
The fund's investments may include securities traded in the
over-the-counter markets.
Growth companies are companies that MFS considers well-run and poised for
growth. MFS looks particularly for companies which demonstrate:
o a strong franchise, strong cash flows and a recurring revenue stream
o a solid industry position, where there is
> potential for high profit margins
> substantial barriers to new entry in the industry
o a strong management team with a clearly defined strategy
o a catalyst which may accelerate growth
MFS uses a bottom-up, as opposed to a top-down, investment style in
managing the equity-oriented funds (such as the fund) it advises. This
means that securities are selected based upon fundamental analysis (such
as an analysis of earnings, cash flows, competitive position and
management's abilities) performed by the fund's portfolio manager and MFS'
large group of equity research analysts.
Consistent with its investment policies, the fund may invest in foreign
securities through which it may have exposure to foreign currencies.
o PRINCIPAL RISKS OF AN INVESTMENT
The principal risks of investing in the fund and the circumstances
reasonably likely to cause the value of your investment in the fund to
decline are described below. The share price of the fund generally changes
daily based on market conditions and other factors. Please note that there
are many circumstances which could cause the value of your investment in
the fund to decline, and which could prevent the fund from achieving its
objective, that are not described here. The principal risks of investing
in the fund are:
o Market Risk: This is the risk that the price of a security held by the
fund will fall due to changing economic, political or market conditions
or disappointing earnings results.
o Growth Companies Risk: Prices of growth company securities held by the
fund may fall to a greater extent than the overall equity markets (e.g.,
as represented by the Standard and Poor's Composite 500 Index) due to
changing economic, political or market conditions or disappointing
growth company earnings results.
o Over-the-Counter Risk: Equity securities and fixed income securities
purchased by the fund may be traded in the over-the- counter (OTC)
market rather than on an organized exchange. Many OTC securities trade
less frequently and in smaller volume than exchange traded securities.
OTC investments are therefore subject to liquidity risk, meaning the
securities are harder to value or sell at a fair price. Companies that
issue OTC securities may have limited product lines, markets or
financial resources compared to companies that issue exchange traded
securities. The value of OTC securities may be more volatile than
exchange traded securities. These factors could have a negative impact
on the value of an OTC security and therefore on the fund's performance.
o Foreign Securities Risk: Investments in foreign securities involve risks
relating to political, social and economic developments abroad, as well
as risks resulting from the differences between the regulations to which
U.S. and foreign issuers and markets are subject:
> These risks may include the seizure by the government of company
assets, excessive taxation, withholding taxes on dividends and
interest, limitations on the use or transfer of portfolio assets, and
political or social instability.
> Enforcing legal rights may be difficult, costly and slow in foreign
countries, and there may be special problems enforcing claims against
foreign governments.
> Foreign companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may
be less public information about their operations.
> Foreign markets may be less liquid and more volatile than U.S.
markets.
> Foreign securities often trade in currencies other than the U.S.
dollar. Changes in currency exchange rates will affect the fund's net
asset value, the value of dividends and interest earned, and gains
and losses realized on the sale of securities. An increase in the
strength of the U.S. dollar relative to these other currencies may
cause the value of the fund to decline. Certain foreign currencies
may be particularly volatile, and foreign governments may intervene
in the currency markets, causing a decline in value or liquidity in
the fund's foreign currency holdings.
o Interest Rate Risk: When interest rates rise, the prices of fixed income
securities in the fund's portfolio will generally fall. Conversely, when
interest rates fall, the prices of fixed income securities in the fund's
portfolio will generally rise.
o Maturity Risk: Interest rate risk will generally affect the price of a
fixed income security more if the security has a longer maturity. Fixed
income securities with longer maturities will therefore be more volatile
than other fixed income securities with shorter maturities. Conversely,
fixed income securities with shorter maturities will be less volatile
but generally provide lower returns than fixed income securities with
longer maturities. The average maturity of the fund's fixed income
investments will affect the volatility of the fund's share price.
o Credit Risk: Credit risk is the risk that the issuer of a fixed income
security will not be able to pay principal and interest when due. Rating
agencies assign credit ratings to certain fixed income securities to
indicate their credit risk. The price of a fixed income security will
generally fall if the issuer defaults on its obligation to pay principal
or interest, the rating agencies downgrade the issuer's credit rating or
other news affects the market's perception of the issuer's credit risk.
o As with any mutual fund, you could lose money on your investment in the
fund.
An investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
o BAR CHART AND PERFORMANCE TABLE
The bar chart and performance table below are intended to indicate some of
the risks of investing in the fund by showing changes in the fund's
performance over time. The performance table also shows how the fund's
performance over time compares with that of one or more broad measures of
market performance. The chart and table provide past performance
information. The fund's past performance does not necessarily indicate how
the fund will perform in the future.
BAR CHART
The bar chart shows changes in the annual total returns of the fund's
class A shares. The chart and related notes do not take into account any
sales charges (loads) that you may be required to pay upon purchase or
redemption of the fund's shares, but do include the reinvestment of
distributions. Any sales charge will reduce your return. The return of the
fund's other classes of shares will differ from the class A returns shown
in the bar chart, depending upon the expenses of those classes.
[Graphic Omitted]
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
(4.36)% 22.41% 7.70% 16.19% (4.15)% 34.49% 21.86% 23.28% 29.17% 32.82%
During the period shown in the bar chart, the highest quarterly return
was 30.17% (for the calendar quarter ended December 31, 1999) and the
lowest quarterly return was (13.63)% (for the calendar quarter ended
September 30, 1998).
PERFORMANCE TABLE
This table shows how the average annual total returns of each class of the
fund compares to one or more broad measures of market performance and
assumes the reinvestment of distributions.
AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1999
..........................................................................
1 Year 5 Year 10 Year
Class A shares 25.19% 26.72% 16.46%
Class B shares 27.73% 26.96% 16.50%
Standard & Poor's 500 Composite Index*+ 21.04% 28.56% 18.21%
Average multi-cap growth fund++ 52.30% 28.55% 19.17%
------
+ Source: Standard & Poor's Micropal, Inc.
++ Source: Lipper Inc.
* The Standard & Poor's 500 Composite Index is a broad-based,
unmanaged but commonly used measure of common stock total return
performance. It is comprised of 500 widely held common stocks listed
on the New York Stock Exchange, American Stock Exchange and over the
counter market. The investment return and principal value of stocks
fluctuate with changes in market conditions.
Class B share performance takes into account the deduction of the
applicable contingent deferred sales charge (referred to as a CDSC), which
declines over six years from 4% to 0%.
The fund commenced investment operations on September 9, 1970 with the
offering of class A shares, and subsequently offered class B shares on
September 7, 1993. Class B share performance includes the performance of
the fund's class A shares for periods prior to the offering of class B
shares. This blended class B share performance has been adjusted to take
into account the CDSC applicable to class B shares, rather than the
initial sales charge (load) applicable to class A shares. This blended
performance has not been adjusted to take into account differences in
class specific operating expenses (e.g., distribution and service fees).
Because operating expenses attributable to class B shares are higher than
those of class A shares, this blended class B performance is higher than
the performance of class B shares would have been had class B shares been
offered for the entire period.
<PAGE>
- --------------------------
II EXPENSE SUMMARY
- --------------------------
o EXPENSE TABLE
This table describes the fees and expenses that you may pay when you buy,
redeem and hold shares of the fund.
SHAREHOLDER FEES (fees paid directly from your investment)
..........................................................................
CLASS A CLASS B
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price) ......................... 5.75% 0.00%
Maximum Deferred Sales Charge (Load) (as a percentage
of original purchase price or redemption proceeds,
whichever is less) ....................................See Below(1) 4.00%
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund
assets)
..........................................................................
Management Fees ....................................... 0.42% 0.42%
Distribution and Service (12b-1) Fees(2) .............. 0.18% 1.00%
Other Expenses(3) ..................................... 0.20% 0.20%
----- -----
Total Annual Fund Operating Expenses .................. 0.80% 1.62%
------
(1) An initial sales charge will not be deducted from your purchase if you
buy $1 million or more of class A shares, or if you are investing
through a retirement plan and your class A purchase meets certain
requirements. However, in this case, a contingent deferred sales
charge (referred to as a CDSC) of 1% may be deducted from your
redemption proceeds if you redeem your investment within 12 months.
(2) The fund adopted a distribution plan under Rule 12b-1 that permits it
to pay marketing and other fees to support the sale and distribution
of class A and B shares and the services provided to you by your
financial adviser (referred to as distribution and service fees).
(3) The fund has an expense offset arrangement which reduces the fund's
custodian fee based upon the amount of cash maintained by the fund
with its custodian and dividend disbursing agent and may enter into
other such arrangements and directed brokerage arrangements, (which
would also have the effect of reducing the fund's expenses). Any such
fee reductions are not reflected in the table. Had these expense
reductions been taken into account, "Total Annual Fund Operating
Expenses" would be 0.77% and 1.59% for class A and class B,
respectively.
<PAGE>
o EXAMPLE OF EXPENSES
These examples are intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.
The examples assume that:
o You invest $10,000 in the fund for the time periods indicated and you
redeem your shares at the end of the time periods;
o Your investment has a 5% return each year and dividends and other
distributions are reinvested; and
o The fund's operating expenses remain the same.
Although your actual costs may be higher or lower, under these assumptions
your costs would be:
SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10
----------------------------------------------------------------------------
Class A shares $652 $816 $ 994 $1,508
Class B shares(1)
Assuming redemption at end of period $565 $811 $1,081 $1,702
Assuming no redemption $165 $511 $ 881 $1,702
------
(1) Class B shares convert to class A shares approximately eight years
after purchase; therefore years nine and ten reflect class A expenses.
<PAGE>
- -------------------------------------------------
III CERTAIN INVESTMENT STRATEGIES AND RISKS
- -------------------------------------------------
o FURTHER INFORMATION ON INVESTMENT STRATEGIES AND RISKS
The fund may invest in various types of securities and engage in various
investment techniques and practices which are not the principal focus of the
fund and therefore are not described in this Prospectus. The types of
securities and investment techniques and practices in which the fund may
engage including the principal investment techniques and practices described
above are identified in Appendix A to this Prospectus, and are discussed,
together with their risks, in the fund's Statement of Additional Information
(referred to as the SAI), which you may obtain by contacting MFS Service
Center, Inc. (see back cover for address and phone number).
o TEMPORARY DEFENSIVE POLICIES
The fund may depart from its principal investment strategies by temporarily
investing for defensive purposes when adverse market, economic or political
conditions exist. While the fund invests defensively, it may not be able to
pursue its investment objective. The fund's defensive investment position
may not be effective in protecting its value.
o ACTIVE OR FREQUENT TRADING
The fund may engage in active and frequent trading to achieve its principal
investment strategies. This may result in the realization and distribution
to shareholders of higher capital gains as compared to a fund with less
active trading policies, which would increase your tax liability. Frequent
trading also increases transaction cost, which could detract from the fund's
performance.
<PAGE>
- ---------------------------------------
IV MANAGEMENT OF THE FUND
- ---------------------------------------
o INVESTMENT ADVISER
Massachusetts Financial Services Company (referred to as MFS or the adviser)
is the fund's investment adviser. MFS is America's oldest mutual fund
organization. MFS and its predecessor organizations have a history of money
management dating from 1924 and the founding of the first mutual fund,
Massachusetts Investors Trust. Net assets under the management of the MFS
organization were approximately $150.66 billion as of March 31, 2000. MFS is
located at 500 Boylston Street, Boston, Massachusetts 02116.
MFS provides investment management and related administrative services and
facilities to the fund, including portfolio management and trade execution.
For these services, the fund pays MFS an annual management fee equal to
0.50% of the first $200 million of the fund's average daily net assets and
0.40% of the fund's average daily net assets in excess of $200 million. For
the fiscal year ended December 31, 1999, the fund paid MFS an aggregate
management fee equal to the management fee ratio as set forth in the
"Expense Summary."
o PORTFOLIO MANAGER
The fund's portfolio manager is Paul M. McMahon, a Senior Vice President of
MFS. Mr. McMahon has been the portfolio manager of the fund since January of
1992 and has been employed in the investment management area of MFS since
1981.
o ADMINISTRATOR
MFS provides the fund with certain financial, legal, compliance, shareholder
communications and other administrative services. MFS is reimbursed by the
fund for a portion of the costs it incurs in providing these services.
o DISTRIBUTOR
MFS Fund Distributors, Inc. (referred to as MFD), a wholly owned subsidiary
of MFS, is the distributor of shares of the fund.
o SHAREHOLDER SERVICING AGENT
MFS Service Center, Inc. (referred to as MFSC), a wholly owned subsidiary of
MFS, performs transfer agency and certain other services for the fund, for
which it receives compensation from the fund.
<PAGE>
- -------------------------------------
V DESCRIPTION OF SHARE CLASSES
- -------------------------------------
The Fund offers class A and B shares through this prospectus. The Fund also
offers an additional class of shares, class I shares, exclusively to certain
institutional investors. Class I shares are made available through a
separate prospectus supplement provided to institutional investors eligible
to purchase them.
o SALES CHARGES
You may be subject to an initial sales charge when you purchase, or a CDSC
when you redeem, class A or B shares. These sales charges are described
below. In certain circumstances, these sales charges are waived. These
circumstances are described in the SAI. Special considerations concerning
the calculation of the CDSC that apply to each of these classes of shares
are described below under the heading "Calculation of CDSC."
If you purchase your fund shares through a financial adviser (such as a
broker or bank), the adviser may receive commissions or other concessions
which are paid from various sources, such as from the sales charges and
distribution and service fees, or from MFS or MFD. These commissions and
concessions are described in the SAI.
o CLASS A SHARES
You may purchase class A shares at net asset value plus an initial sales
charge (referred to as the offering price), but in some cases you may
purchase class A shares without an initial sales charge but subject to a 1%
CDSC upon redemption within one year. Class A shares have annual
distribution and service fees up to a maximum of 0.35% of net assets
annually.
PURCHASES SUBJECT TO AN INITIAL SALES CHARGE. The amount of the initial
sales charge you pay when you buy class A shares differs depending upon the
amount you invest, as follows:
SALES CHARGE* AS PERCENTAGE OF:
-----------------------------
Offering Net Amount
Amount of Purchase Price Invested
Less than $50,000 5.75% 6.10%
$50,000 but less than $100,000 4.75 4.99
$100,000 but less than $250,000 4.00 4.17
$250,000 but less than $500,000 2.95 3.04
$500,000 but less than $1,000,000 2.20 2.25
$1,000,000 or more None** None**
------
* Because of rounding in the calculation of offering price, actual
sales charges you pay may be more or less than those calculated
using these percentages.
** A 1% CDSC will apply to such purchases, as discussed below.
PURCHASES SUBJECT TO A CDSC (BUT NOT AN INITIAL SALES CHARGE). You pay no
initial sales charge when you invest $1 million or more in class A shares.
However, a CDSC of 1% will be deducted from your redemption proceeds if you
redeem within 12 months of your purchase.
In addition, purchases made under the following four categories are not
subject to an initial sales charge; however, a CDSC of 1% will be deducted
from redemption proceeds if the redemption is made within 12 months of
purchase:
o Investments in class A shares by certain retirement plans subject to the
Employee Retirement Income Security Act of 1974, as amended (referred to
as ERISA), if, prior to July 1, 1996
> the plan had established an account with MFSC; and
> the sponsoring organization had demonstrated to the satisfaction of
MFD that either;
+ the employer had at least 25 employees; or
+ the total purchases by the retirement plan of class A shares of
the MFS Family of Funds (the MFS Funds) would be in the amount of
at least $250,000 within a reasonable period of time, as
determined by MFD in its sole discretion.
o Investments in class A shares by certain retirement plans subject to
ERISA, if
> the retirement plan and/or sponsoring organization participates in
the MFS Corporate Plan Services 401(k) Plan or any similar
recordkeeping system made available by MFSC (referred to as the MFS
participant recordkeeping system);
> the plan establishes an account with MFSC on or after July 1, 1996;
> the total purchases by the retirement plan (or by multiple plans
maintained by the same plan sponsor) of class A shares of the MFS
Funds will be in the amount of at least $500,000 within a reasonable
period of time, as determined by MFD in its sole discretion; and
o Investments in class A shares by certain retirement plans subject to
ERISA, if
> the plan establishes an account with MFSC on or after July 1, 1996;
and
> the plan has, at the time of purchase, either alone or in aggregate
with other plans maintained by the same plan sponsor, a market value
of $500,000 or more invested in shares of any class or classes of
the MFS Funds.
THE RETIREMENT PLANS WILL QUALIFY UNDER THIS CATEGORY ONLY IF THE
PLANS OR THEIR SPONSORING ORGANIZATION INFORM MFSC PRIOR TO THE
PURCHASES THAT THE PLANS HAVE A MARKET VALUE OF $500,000 OR MORE
INVESTED IN SHARES OF ANY CLASS OR CLASSES OF THE MFS FUNDS; MFSC
HAS NO OBLIGATION INDEPENDENTLY TO DETERMINE WHETHER SUCH PLANS
QUALIFY UNDER THIS CATEGORY; AND
o Investments in class A shares by certain retirement plans subject to
ERISA, if
> the plan established an account with MFSC between July 1, 1997 and
December 31,1999;
> the plan records are maintained on a pooled basis by MFSC; and
> the sponsoring organization demonstrates to the satisfaction of MFD
that, at the time of purchase, the employer has at least 200
eligible employees and the plan has aggregate assets of at least
$2,000,000.
o CLASS B SHARES
You may purchase class B shares at net asset value without an initial sales
charge, but if you redeem your shares within the first six years you may be
subject to a CDSC (declining from 4.00% during the first year to 0% after
six years). Class B shares have annual distribution and service fees up to a
maximum of 1.00% of net assets annually.
The CDSC is imposed according to the following schedule:
CONTINGENT DEFERRED
YEAR OF REDEMPTION AFTER PURCHASE SALES CHARGE
- --------------------------------------------------------------------------------
First 4%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and following 0%
If you hold class B shares for approximately eight years, they will convert
to class A shares of the fund. All class B shares you purchased through the
reinvestment of dividends and distributions will be held in a separate
sub-account. Each time any class B shares in your account convert to class A
shares, a proportionate number of the class B shares in the sub-account will
also convert to class A shares.
o CALCULATION OF CDSC
As discussed above, certain investments in class A and B shares will be
subject to a CDSC. Three different aging schedules apply to the
calculation of the CDSC:
o Purchases of class A shares made on any day during a calendar month will
age one month on the last day of the month, and each subsequent month.
o Purchases of class B shares on or after January 1, 1993, made on any day
during a calendar month will age one year at the close of business on
the last day of that month in the following calendar year, and each
subsequent year.
o Purchases of class B shares prior to January 1, 1993 made on any day
during a calendar year will age one year at the close of business on
December 31 of that year, and each subsequent year.
No CDSC is assessed on the value of your account represented by
appreciation or additional shares acquired through the automatic
reinvestment of dividends or capital gain distributions. Therefore, when
you redeem your shares, only the value of the shares in excess of these
amounts (i.e., your direct investment) is subject to a CDSC.
The CDSC will be applied in a manner that results in the CDSC being
imposed at the lowest possible rate, which means that the CDSC will be
applied against the lesser of your direct investment or the total cost
of your shares. The applicability of a CDSC will not be affected by
exchanges or transfers of registration, except as described in the SAI.
o DISTRIBUTION AND SERVICE FEES
The fund has adopted a plan under Rule 12b-1 that permits it to pay
marketing and other fees to support the sale and distribution of class A
and B shares and the services provided to you by your financial adviser.
These annual distribution and service fees may equal up to 0.35% for class
A shares (a 0.10% distribution fee and a 0.25% service fee) and 1.00% for
class B shares (a 0.75% distribution fee and a 0.25% service fee), and are
paid out of the assets of these classes. Over time, these fees will
increase the cost of your shares and may cost you more than paying other
types of sales charges. The 0.10% per annum class A distribution fee is
currently not being imposed and will be paid by the fund when the Trustees
of the fund approve the fee. For class A shares purchased prior to March
1, 1991, the service fee is 0.15% per annum.
<PAGE>
- ----------------------------------------------------
VI HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES
- ----------------------------------------------------
You may purchase, exchange and redeem class A and B shares of the fund in
the manner described below. In addition, you may be eligible to
participate in certain investor services and programs to purchase,
exchange and redeem these classes of shares, which are described in the
next section under the caption "Investor Services and Programs."
o HOW TO PURCHASE SHARES
INITIAL PURCHASE. You can establish an account by having your financial
adviser process your purchase. The minimum initial investment is $1,000.
However, in the following circumstances the minimum initial investment is
only $50 per account:
o if you establish an automatic investment plan;
o if you establish an automatic exchange plan; or
o if you establish an account under either:
> tax-deferred retirement programs (other than IRAs) where investments
are made by means of group remittal statements; or
> employer sponsored investment programs.
The minimum initial investment for IRAs is $250 per account.
ADDING TO YOUR ACCOUNT. There are several easy ways you can make
additional investments of at least $50 to your account:
o send a check with the returnable portion of your statement;
o ask your financial adviser to purchase shares on your behalf;
o wire additional investments through your bank (call MFSC first for
instructions); or
o authorize transfers by phone between your bank account and your MFS
account (the maximum purchase amount for this method is $100,000). You
must elect this privilege on your account application if you wish to use
it.
o HOW TO EXCHANGE SHARES
You can exchange your shares for shares of the same class of certain other
MFS funds at net asset value by having your financial adviser process your
exchange request or by contacting MFSC directly. The minimum exchange
amount is generally $1,000 ($50 for exchanges made under the automatic
exchange plan). Shares otherwise subject to a CDSC will not be charged a
CDSC in an exchange. However, when you redeem the shares acquired through
the exchange, the shares you redeem may be subject to a CDSC, depending
upon when you originally purchased the shares you exchanged. For purposes
of computing the CDSC, the length of time you have owned your shares will
be measured from the date of original purchase and will not be affected by
any exchange.
Sales charges may apply to exchanges made from the MFS money market
funds. Certain qualified retirement plans may make exchanges between the
MFS funds and the MFS Fixed Fund, a bank collective investment fund, and
sales charges may also apply to these exchanges. Call MFSC for information
concerning these sales charges.
Exchanges may be subject to certain limitations and are subject to the
MFS funds' policies concerning excessive trading practices, which are
policies designed to protect the funds and their shareholders from the
harmful effect of frequent exchanges. These limitations and policies are
described below under the captions "Right to Reject or Restrict Purchase
and Exchange Orders" and "Excessive Trading Practices." You should read
the prospectus of the MFS fund into which you are exchanging and consider
the differences in objectives, policies and rules before making any
exchange.
o HOW TO REDEEM SHARES
You may redeem your shares either by having your financial adviser process
your redemption or by contacting MFSC directly. The fund sends out your
redemption proceeds within seven days after your request is received in
good order. "Good order" generally means that the stock power, written
request for redemption, letter of instruction or certificate must be
endorsed by the record owner(s) exactly as the shares are registered. In
addition, you need to have your signature guaranteed and/or submit
additional documentation to redeem your shares. See "Signature Guarantee/
Additional Documentation" below, or contact MFSC for details (see back
cover page for address and phone number).
Under unusual circumstances such as when the New York Stock Exchange is
closed, trading on the Exchange is restricted or if there is an emergency,
the fund may suspend redemptions or postpone payment. If you purchased the
shares you are redeeming by check, the fund may delay the payment of the
redemption proceeds until the check has cleared, which may take up to 15
days from the purchase date.
REDEEMING DIRECTLY THROUGH MFSC
o BY TELEPHONE. You can call MFSC to have shares redeemed from your
account and the proceeds wired or mailed (depending on the amount
redeemed) directly to a pre- designated bank account. MFSC will request
personal or other information from you and will generally record the
calls. MFSC will be responsible for losses that result from unauthorized
telephone transactions if it does not follow reasonable procedures
designed to verify your identity. You must elect this privilege on your
account application if you wish to use it.
o BY MAIL. To redeem shares by mail, you can send a letter to MFSC with
the name of your fund, your account number, and the number of shares or
dollar amount to be sold.
REDEEMING THROUGH YOUR FINANCIAL ADVISER. You can call your financial
adviser to process a redemption on your behalf. Your financial adviser
will be responsible for furnishing all necessary documents to MFSC and may
charge you for this service.
SIGNATURE GUARANTEE/ADDITIONAL DOCUMENTATION. In order to protect against
fraud, the fund requires that your signature be guaranteed in order to
redeem your shares. Your signature may be guaranteed by an eligible bank,
broker, dealer, credit union, national securities exchange, registered
securities association, clearing agency, or savings association. MFSC may
require additional documentation for certain types of registrations and
transactions. Signature guarantees and this additional documentation shall
be accepted in accordance with policies established by MFSC, and MFSC may
make certain de minimis exceptions to these requirements.
o OTHER CONSIDERATIONS
RIGHT TO REJECT OR RESTRICT PURCHASE AND EXCHANGE ORDERS. Purchases and
exchanges should be made for investment purposes only. The MFS Funds each
reserve the right to reject or restrict any specific purchase or exchange
request. Because an exchange request involves both a request to redeem
shares of one fund and to purchase shares of another fund, the MFS Funds
consider the underlying redemption and purchase requests conditioned upon
the acceptance of each of these underlying requests. Therefore, in the
event that the MFS Funds reject an exchange request, neither the
redemption nor the purchase side of the exchange will be processed. When a
fund determines that the level of exchanges on any day may be harmful to
its remaining shareholders, the fund may delay the payment of exchange
proceeds for up to seven days to permit cash to be raised through the
orderly liquidation of its portfolio securities to pay the redemption
proceeds. In this case, the purchase side of the exchange will be delayed
until the exchange proceeds are paid by the redeeming fund.
EXCESSIVE TRADING PRACTICES. The MFS funds do not permit market-timing or
other excessive trading practices. Excessive, short-term (market-timing)
trading practices may disrupt portfolio management strategies and harm
fund performance. As noted above, the MFS funds reserve the right to
reject or restrict any purchase order (including exchanges) from any
investor. To minimize harm to the MFS funds and their shareholders, the
MFS funds will exercise these rights if an investor has a history of
excessive trading or if an investor's trading, in the judgment of the MFS
funds, has been or may be disruptive to a fund. In making this judgment,
the MFS funds may consider trading done in multiple acounts under common
ownership or control.
REINSTATEMENT PRIVILEGE. After you have redeemed shares, you have a one-
time right to reinvest the proceeds within 90 days of the redemption at
the current net asset value (without an initial sales charge). If the
redemption involved a CDSC, your account will be credited with the
appropriate amount of the CDSC paid; however, your new shares will be
subject to a CDSC which will be determined from the date you originally
purchased the shares redeemed. This privilege applies to shares of the MFS
money market funds only under certain circumstances.
IN-KIND DISTRIBUTIONS. The MFS funds have reserved the right to pay
redemption proceeds by a distribution in-kind of portfolio securities
(rather than cash). In the event that the fund makes an in-kind
distribution, you could incur the brokerage and transaction charges when
converting the securities to cash. The fund does not expect to make in-kind
distributions, and if it does, the fund will pay, during any 90-day period,
your redemption proceeds in cash up to either $250,000 or 1% of the fund's
net assets, whichever is less.
INVOLUNTARY REDEMPTIONS/SMALL ACCOUNTS. Because it is costly to maintain
small accounts, the MFS funds have generally reserved the right to
automatically redeem shares and close your account when it contains less
than $500 due to your redemptions or exchanges. Before making this
automatic redemption, you will be notified and given 60 days to make
additional investments to avoid having your shares redeemed.
<PAGE>
- ----------------------------------------
VII INVESTOR SERVICES AND PROGRAMS
- ----------------------------------------
As a shareholder of the fund, you have available to you a number of
services and investment programs. Some of these services and programs may
not be available to you if your shares are held in the name of your
financial adviser or if your investment in the fund is made through a
retirement plan.
o DISTRIBUTION OPTIONS
The following distribution options are generally available to all accounts
and you may change your distribution option as often as you desire by
notifying MFSC:
o Dividend and capital gain distributions reinvested in additional shares
(this option will be assigned if no other option is specified);
o Dividend distributions in cash; capital gain distributions reinvested in
additional shares; or
o Dividend and capital gain distributions in cash.
Reinvestments (net of any tax withholding) will be made in additional
full and fractional shares of the same class of shares at the net asset
value as of the close of business on the record date. Distributions in
amounts less than $10 will automatically be reinvested in additional
shares of the fund. If you have elected to receive distributions in cash,
and the postal or other delivery service is unable to deliver checks to
your address of record, or you do not respond to mailings from MFSC with
regard to uncashed distribution checks, your distribution option will
automatically be converted to having all distributions reinvested in
additional shares. Your request to change a distribution option must be
received by MFSC by the record date for a distribution in order to be
effective for that distribution. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.
o PURCHASE AND REDEMPTION PROGRAMS
For your convenience, the following purchase and redemption programs are
made available to you with respect to class A and B shares, without extra
charge:
AUTOMATIC INVESTMENT PLAN. You can make cash investments of $50 or more
through your checking account or savings account on any day of the month.
If you do not specify a date, the investment will automatically occur on
the first business day of the month.
AUTOMATIC EXCHANGE PLAN. If you have an account balance of at least $5,000
in any MFS fund, you may participate in the automatic exchange plan, a
dollar-cost averaging program. This plan permits you to make automatic
monthly or quarterly exchanges from your account in an MFS fund for shares
of the same class of shares of other MFS funds. You may make exchanges of
at least $50 to up to six different funds under this plan. Exchanges will
generally be made at net asset value without any sales charges. If you
exchange shares out of the MFS Money Market Fund or MFS Government Money
Market Fund, or if you exchange class A shares out of the MFS Cash Reserve
Fund, into class A shares of any other MFS fund, you will pay the initial
sales charge if you have not already paid this charge on these shares.
REINVEST WITHOUT A SALES CHARGE. You can reinvest dividend and capital
gain distributions into your account without a sales charge to add to your
investment easily and automatically.
DISTRIBUTION INVESTMENT PROGRAM. You may purchase shares of any MFS fund
without paying an initial sales charge or a CDSC upon redemption by
automatically reinvesting a minimum of $50 of dividend and capital gain
distributions from the same class of another MFS fund.
LETTER OF INTENT (LOI). If you intend to invest $50,000 or more in the MFS
funds (including the MFS Fixed Fund) within 13 months, you may buy class A
shares of the funds at the reduced sales charge as though the total amount
were invested in class A shares in one lump sum. If you intend to invest
$1 million or more under this program, the time period is extended to 36
months. If the intended purchases are not completed within the time
period, shares will automatically be redeemed from a special escrow
account established with a portion of your investment at the time of
purchase to cover the higher sales charge you would have paid had you not
purchased your shares through this program.
RIGHT OF ACCUMULATION. You will qualify for a lower sales charge on your
purchases of class A shares when your new investment in class A shares,
together with the current (offering price) value of all your holdings in
the MFS funds (including the MFS Fixed Fund), reaches a reduced sales
charge level.
SYSTEMATIC WITHDRAWAL PLAN. You may elect to automatically receive (or
designate someone else to receive) regular periodic payments of at least
$100. Each payment under this systematic withdrawal is funded through the
redemption of your fund shares. For class B shares, you can receive up to
10% (15% for certain IRA distributions) of the value of your account
through these payments in any one year (measured at the time you establish
this plan). You will incur no CDSC on class B shares redeemed under this
plan. For class A shares, there is no similar percentage limitation;
however, you may incur the CDSC (if applicable) when class A shares are
redeemed under this plan.
<PAGE>
- ----------------------------------
VIII OTHER INFORMATION
- ----------------------------------
o PRICING OF FUND SHARES
The price of each class of the fund's shares is based on its net asset
value. The net asset value of each class of shares is determined at the
close of regular trading each day that the New York Stock Exchange is open
for trading (generally, 4:00 p.m., Eastern time) (referred to as the
valuation time). The New York Stock Exchange is closed on most national
holidays and Good Friday. To determine net asset value, the fund values its
assets at current market values, or at fair value as determined by the
Adviser under the direction of the Board of Trustees that oversees the fund
if current market values are unavailable. Fair value pricing may be used by
the fund when current market values are unavailable or when an event occurs
after the close of the exchange on which the fund's portfolio securities are
principally traded that is likely to have changed the value of the
securities. The use of fair value pricing by the fund may cause the net
asset value of its shares to differ significantly from the net asset value
that would be calculated using current market values.
You will receive the net asset value next calculated, after the deduction
of applicable sales charges and any required tax withholding, if your
order is complete (has all required information) and MFSC receives your
order by:
o the valuation time, if placed directly by you (not through a financial
adviser such as a broker or bank) to MFSC; or
o MFSC's close of business, if placed through a financial adviser, so long
as the financial adviser (or its authorized designee) received your
order by the valuation time.
The fund invests in certain securities which are primarily listed on
foreign exchanges that trade on weekends and other days when the fund does
not price its shares. Therefore, the value of the fund's shares may change
on days when you will not be able to purchase or redeem the fund's shares.
o DISTRIBUTIONS
The fund intends to pay substantially all of its net income (including any
realized net capital gains) to shareholders as dividends at least
annually.
o TAX CONSIDERATIONS
The following discussion is very general. You are urged to consult your
tax adviser regarding the effect that an investment in the fund may have
on your particular tax situation.
TAXABILITY OF DISTRIBUTIONS. As long as the fund qualifies for treatment
as a regulated investment company (which it has in the past and intends to
do in the future), it pays no federal income tax on the earnings it
distributes to shareholders.
You will normally have to pay federal income taxes, and any state or
local taxes, on the distributions you receive from the fund, whether you
take the distributions in cash or reinvest them in additional shares.
Distributions designated as capital gain dividends are taxable as long-
term capital gains. Other distributions are generally taxable as ordinary
income. Some dividends paid in January may be taxable as if they had been
paid the previous December.
The Form 1099 that is mailed to you every January details your
distributions and how they are treated for federal tax purposes.
Fund distributions will reduce the fund's net asset value per share.
Therefore, if you buy shares shortly before the record date of a
distribution, you may pay the full price for the shares and then
effectively receive a portion of the purchase price back as a taxable
distribution.
If you are neither a citizen nor a resident of the U.S., the fund will
withhold U.S. federal income tax at the rate of 30% on taxable dividends
and other payments that are subject to such withholding. You may be able
to arrange for a lower withholding rate under an applicable tax treaty if
you supply the appropriate documentation required by the fund. The fund is
also required in certain circumstances to apply backup withholding at the
rate of 31% on taxable dividends and redemption proceeds paid to any
shareholder (including a shareholder who is neither a citizen nor a
resident of the U.S.) who does not furnish to the fund certain information
and certifications or who is otherwise subject to backup withholding.
Backup withholding will not, however, be applied to payments that have
been subject to 30% withholding. Prospective investors should read the
fund's Account Application for additional information regarding backup
withholding of federal income tax.
TAXABILITY OF TRANSACTIONS. When you redeem, sell or exchange shares, it
is generally considered a taxable event for you. Depending on the purchase
price and the sale price of the shares you redeem, sell or exchange, you
may have a gain or a loss on the transaction. You are responsible for any
tax liabilities generated by your transaction.
o UNIQUE NATURE OF FUND
MFS may serve as the investment adviser to other funds which have
investment goals and principal investment policies and risks similar to
those of the fund, and which may be managed by the fund's portfolio
manager(s). While the fund may have many similarities to these other
funds, its investment performance will differ from their investment
performance. This is due to a number of differences between the funds,
including differences in sales charges, expense ratios and cash flows.
o PROVISION OF ANNUAL AND SEMIANNUAL REPORTS AND PROSPECTUSES
The fund produces financial reports every six months and updates its
prospectus annually. To avoid sending duplicate copies of materials to
households, only one copy of the fund's annual and semiannual report and
prospectus will be mailed to shareholders having the same residential
address on the fund's records. However, any shareholder may contact MFSC
(see back cover for address and phone number) to request that copies of
these reports and prospectuses be sent personally to that shareholder.
<PAGE>
- -------------------------------
IX FINANCIAL HIGHLIGHTS
- -------------------------------
<TABLE>
<CAPTION>
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years.
Certain information reflects financial results for a single fund share. The total returns in the table represent the rate
by which an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all distributions).
This information has been audited by the fund's independent auditors, whose report, together with the fund's financial
statements, are included in the fund's annual report to shareholders. The annual report is available upon request by
contacting MFS Service Center, Inc. (see back cover for address and telephone number). These financial statements are
incorporated by reference into the SAI. The fund's independent auditors are Deloitte & Touche LLP.
CLASS A SHARES
..............................................................................................................................
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------------------------------------------------------------------------------------------------------------------------
Per share data (for a share outstanding
throughout each period):
<S> <C> <C> <C> <C> <C>
Net asset value - beginning of period $15.95 $13.92 $12.97 $11.94 $10.17
------ ------ ------ ------ ------
Income from investment operations# -
Net investment income (loss)(S) $(0.03) $(0.04) $(0.03) $(0.02) $ 0.03
Net realized and unrealized gain
(loss) on investments and
foreign currency 4.99 3.96 2.96 2.62 3.46
------ ------ ------ ------ ------
Total from investment operations $ 4.96 $ 3.92 $ 2.93 $ 2.60 $ 3.49
------ ------ ------ ------ ------
Less distributions declared to
shareholders from net realized
gain on investments and foreign
currency transactions (1.84) (1.89) (1.98) (1.57) (1.72)
------ ------ ------ ------ ------
Net asset value - end of period $19.07 $15.95 $13.92 $12.97 $11.94
====== ====== ====== ====== ======
Total return(+) 32.82% 29.17% 23.28% 21.87% 34.49%
Ratios (to average net assets)/
Supplemental data:
Expenses# 0.80% 0.81% 0.84% 0.84% 0.87%
Net investment income (loss) (0.19)% (0.25)% (0.18)% (0.15)% 0.21%
Portfolio turnover 87% 79% 60% 65% 100%
Net assets at end of period (000
Omitted) $1,330,506 $1,137,302 $953,194 $807,657 $721,467
(S)The distributor did not impose a portion of its distribution fee for the period indicated. If this fee had been
paid by the Fund, net investment income per share and the ratios would have been:
Net investment income $ 0.02
Ratios (to average net assets):
Expenses## 0.97%
Net investment income 0.11%
#Per share data are based on average shares outstanding.
##Ratios do not reflect expense reductions from directed brokerage and certain expense offset arrangements.
(+)Total returns per class A shares do not include the applicable sales charge. If the charge had been included,
the results would have been lower.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CLASS B SHARES
..............................................................................................................................
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------------------------------------------------------------------------------------------------------------------------
Per share data (for a share outstanding
throughout each period):
<S> <C> <C> <C> <C> <C>
Net asset value - beginning of period $15.33 $13.54 $12.73 $11.79 $10.08
------ ------ ------ ------ ------
Income from investment operations# -
Net investment loss $(0.16) $(0.16) $(0.14) $(0.14) $(0.09)
Net realized and unrealized gain
(loss) on investments and
foreign currency 4.75 3.83 2.89 2.57 3.42
------ ------ ------ ------ ------
Total from investment operations $ 4.59 $ 3.67 $ 2.75 $ 2.43 $ 3.33
------ ------ ------ ------ ------
Less distributions declared to shareholders
from net realized gain on
investments and foreign currency
transactions $(1.79) $(1.88) $(1.94) $(1.49) $(1.62)
Net asset value - end of period $18.13 $15.33 $13.54 $12.73 $11.79
====== ====== ====== ====== ======
Total return 31.73% 28.15% 22.27% 20.72% 33.20%
Ratios (to average net assets)/
Supplemental data:
Expenses## 1.62% 1.63% 1.64% 1.75% 1.81%
Net investment loss (1.01)% (1.05)% (0.98)% (1.06)% (0.75)%
Portfolio turnover 87% 79% 60% 65% 100%
Net assets at end of period (000
Omitted) $71,363 $48,806 $25,578 $15,170 $6,673
#Per share data are based on shares outstanding.
##Ratios do not reflect expense reductions from directed brokerage and certain expense offset arrangements.
</TABLE>
<PAGE>
- --------------------
APPENDIX A
- --------------------
o INVESTMENT TECHNIQUES AND PRACTICES
In pursuing its investment objective, the fund may engage in the following
principal and non-principal investment techniques and practices.
Investment techniques and practices which are the principal focus of the
fund are also described, together with their risks, in the Risk Return
Summary of the Prospectus. Both principal and non-principal investment
techniques and practices are described, together with their risks, in the
SAI.
INVESTMENT TECHNIQUES/PRACTICES
..........................................................................
SYMBOLS x permitted -- not permitted
--------------------------------------------------------------------------
Debt Securities
Asset-Backed Securities
Collateralized Mortgage Obligations and Multiclass
Pass-Through Securities --
Corporate Asset-Backed Securities --
Mortgage Pass-Through Securities --
Stripped Mortgage-Backed Securities --
Corporate Securities x
Loans and Other Direct Indebtedness --
Lower Rated Bonds x
Municipal Bonds --
Speculative Bonds x
U.S. Government Securities x
Variable and Floating Rate Obligations x
Zero Coupon Bonds, Deferred Interest Bonds and PIK Bonds x
Equity Securities x
Foreign Securities Exposure
Brady Bonds x
Depositary Receipts x
Dollar-Denominated Foreign Debt Securities x
Emerging Markets x
Foreign Securities x
Forward Contracts x
Futures Contracts x
Indexed Securities/Structured Products x
Inverse Floating Rate Obligations --
Investment in Other Investment Companies
Open-End Funds --*
Closed-End Funds x
Lending of Portfolio Securities x
Leveraging Transactions
Bank Borrowings --*
Mortgage "Dollar-Roll" Transactions --*
Reverse Repurchase Agreements --*
Options
Options on Foreign Currencies x
Options on Futures Contracts x
Options on Securities x
Options on Stock Indices x
Reset Options --
"Yield Curve" Options --
Repurchase Agreements x
Restricted Securities x
Short Sales --*
Short Sales Against the Box --
Short Term Instruments x
Swaps and Related Derivative Instruments --
Temporary Borrowings x
Temporary Defensive Positions x
Warrants x
"When-Issued" Securities x
------------
*May only be changed with shareholder approval.
<PAGE>
MFS(R) GROWTH OPPORTUNITIES FUND
If you want more information about the fund, the following documents are
available free upon request:
ANNUAL/SEMIANNUAL REPORTS. These reports contain information about the fund's
actual investments. Annual reports discuss the effect of recent market
conditions and the fund's investment strategy on the fund's performance during
its last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI). The SAI, dated May 1, 2000,
provides more detailed information about the fund and is incorporated into
this prospectus by reference.
YOU CAN GET FREE COPIES OF THE ANNUAL/SEMIANNUAL REPORTS, THE SAI AND OTHER
INFORMATION ABOUT THE FUND, AND MAKE INQUIRIES ABOUT THE FUND, BY CONTACTING:
MFS Service Center, Inc.
2 Avenue de Lafayette
Boston, MA 02111-1738
Telephone: 1-800-225-2606
Internet: http://www.mfs.com
Information about the fund (including its prospectus, SAI and shareholder
reports) can be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
Washington, D.C., 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling the Commission at 1-202-942-8090. Reports and other information about
the fund are available on the EDGAR Databases on the Commission's Internet
website at http://www.sec.gov, and copies of this information may be obtained,
upon payment of a duplicating fee, by electronic request at the following E-
mail address: [email protected], or by writing the Public Reference Section
at the above address.
The fund's Investment Company Act file number is 811-2032
MGO-1 4/00 145M 16/216/816
<PAGE>
- ------------------------------------
MFS GROWTH OPPORTUNITIES FUND
- ------------------------------------
MAY 1, 2000
<TABLE>
<CAPTION>
[GRAPHIC OMITTED] STATEMENT OF ADDITIONAL
INVESTMENT MANAGEMENT INFORMATION
We invented the mutual fund(R)
(A MEMBER OF THE MFS FAMILY OF FUNDS(R))
500 BOYLSTON STREET, BOSTON, MA 02116
(617) 954-5000
<S> <C>
This Statement of Additional Information, as This SAI is divided into two Parts -- Part I and
amended or supplemented from time to time (the Part II. Part I contains information that is
"SAI"), sets forth information which may be of particular to the Fund, while Part II
interest to investors but which is not contains information that generally applies
necessarily included in the Fund's Prospectus to each of the funds in the MFS Family of
dated May 1, 2000. This SAI should be read in Funds (the "MFS Funds"). Each Part of the SAI
conjunction with the Prospectus. The Fund's has a variety of appendices which can be
financial statements are incorporated into this found at the end of Part I and Part II,
SAI by reference to the Fund's most recent Annual respectively.
Report to shareholders. A copy of the Annual
Report accompanies this SAI. You may obtain a THIS SAI IS NOT A PROSPECTUS AND IS
copy of the Fund's Prospectus and Annual Report AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
without charge by contacting MFS Service Center, INVESTORS ONLY IF PRECEDED OR ACCOMPANIED
Inc. (see back cover of Part II of this SAI for BY A CURRENT PROSPECTUS.
address and phone number).
MGO-13-B 4/00 400 16/216/816
</TABLE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
PART I
Part I of this SAI contains information that is particular to the Fund.
- -----------------------
TABLE OF CONTENTS
- ----------------------- Page
I Definitions ..................................................... 3
II Management of the Fund .......................................... 3
The Fund ........................................................ 3
Trustees and Officers -- Identification and Background .......... 3
Trustee Compensation ............................................ 3
Affiliated Service Provider Compensation ........................ 3
III Sales Charges and Distribution Plan Payments .................... 3
Sales Charges ................................................... 3
Distribution Plan Payments ..................................... 3
IV Portfolio Transactions and Brokerage Commissions ................ 3
V Share Ownership ................................................. 3
VI Performance Information ......................................... 4
VII Investment Techniques, Practices, Risks and Restrictions ........ 4
Investment Techniques, Practices and Risks ...................... 4
Investment Restrictions ......................................... 4
VIII Tax Considerations .............................................. 5
IX Independent Auditors and Financial Statements ................... 5
Appendix A -- Trustees and Officers -- Identification and Backgro A
Appendix B -- Trustee Compensation .............................. B
Appendix C -- Affiliated Service Provider Compensation .......... C
Appendix D -- Sales Charges and Distribution Plan Payments ...... D
Appendix E -- Portfolio Transactions and Brokerage Commissions .. E
Appendix F -- Share Ownership ................................... F
Appendix G -- Performance Information ........................... G
<PAGE>
I DEFINITIONS
"Fund" - MFS Growth Opportunities Fund, a Massachusetts business trust.
The Fund was known as MFS Capital Development Fund until August 17, 1993
and was known as Massachusetts Capital Development Fund, Inc. until August
3, 1992. The predecessor of the Fund - Massachusetts Capital Development
Fund, Inc. (the "Company") - was incorporated under the laws of The
Commonwealth of Massachusetts in 1970. The Fund was reorganized as a
Massachusetts business trust on July 29, 1985 pursuant to an Agreement and
Plan of Reorganization dated July 16, 1985. The reorganization received
shareholder approval on March 29, 1985. All references in this SAI to the
Fund's past activities are intended to include those of the Company,
unless the context indicates otherwise.
"MFS" or the "Adviser" - Massachusetts Financial Services Company, a
Delaware corporation.
"MFD" - MFS Fund Distributors, Inc., a Delaware corporation.
"MFSC" - MFS Service Center, Inc., a Delaware corporation.
"Prospectus" - The Prospectus of the Fund, dated May 1, 2000, as amended
or supplemented from time to time.
II MANAGEMENT OF THE FUND
THE FUND
The Fund is a diversified open-end management investment company. The
Trust is an open-end management investment company.
The Fund and its Adviser and Distributor have adopted a code of ethics
as required under the Investment Company Act of 1940 (the "1940 Act").
Subject to certain conditions and restrictions, this code permits
personnel subject to the code to invest in securities for their own
accounts, including securities that may be purchased, held or sold by the
Fund. Securities transactions by some of these persons may be subject to
prior approval of the Adviser's Compliance Department. Securities
transactions of certain personnel are subject to quarterly reporting and
review requirements. The code is on public file with, and is available
from, the SEC. See the back cover of the prospectus for information on
obtaining a copy.
TRUSTEES AND OFFICERS - IDENTIFICATION AND BACKGROUND
The identification and background of the Trustees and officers of the Fund
are set forth in Appendix A of this Part I.
TRUSTEE COMPENSATION
Compensation paid to the non-interested Trustees and to Trustees who are
not officers of the Fund, for certain specified periods, is set forth in
Appendix B of this Part I.
AFFILIATED SERVICE PROVIDER COMPENSATION
Compensation paid by the Fund to its affiliated service providers -- to
MFS, for investment advisory and administrative services, and to MFSC, for
transfer agency services -- for certain specified periods is set forth in
Appendix C to this
Part I.
III SALES CHARGES AND DISTRIBUTION PLAN PAYMENTS
SALES CHARGES
Sales charges paid in connection with the purchase and sale of Fund shares
for certain specified periods are set forth in Appendix D to this Part I,
together with the Fund's schedule of dealer reallowances.
DISTRIBUTION PLAN PAYMENTS
Payments made by the Fund under the Distribution Plan for its most recent
fiscal year end are set forth in Appendix D to this Part I.
IV PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Brokerage commissions paid by the Fund for certain specified periods, and
information concerning purchases by the Fund of securities issued by its
regular broker-dealers for its most recent fiscal year, are set forth in
Appendix E to this Part I.
Broker-dealers may be willing to furnish statistical, research and other
factual information or services ("Research") to the Adviser for no
consideration other than brokerage or underwriting commissions. Securities
may be bought or sold from time to time through such broker-dealers, on
behalf of the Fund. The Trustees (together with the Trustees of certain
other MFS Funds) have directed the Adviser to allocate a total of $43,800
of commission business from certain MFS Funds (including the Fund) to the
Pershing Division of Donaldson Lufkin & Jenrette as consideration for the
annual renewal of certain publications provided by Lipper Inc. (which
provides information useful to the Trustees in reviewing the relationship
between the Fund and the Adviser).
V SHARE OWNERSHIP
Information concerning the ownership of Fund shares by Trustees and
officers of the Fund as a group, by investors who control the Fund, if
any, and by investors who own 5% or more of any class of Fund shares, if
any, is set forth in Appendix F to this Part I.
VI PERFORMANCE INFORMATION
Performance information, as quoted by the Fund in sales literature and
marketing materials, is set forth in Appendix G to this Part I.
VII INVESTMENT TECHNIQUES, PRACTICES, RISKS AND RESTRICTIONS
INVESTMENT TECHNIQUES, PRACTICES AND RISKS
The investment objective and principal investment policies of the Fund are
described in the Prospectus. In pursuing its investment objective and
principal investment policies, the Fund may engage in a number of
investment techniques and practices, which involve certain risks. These
investment techniques and practices, which may be changed without
shareholder approval unless indicated otherwise, are identified in
Appendix A to the Prospectus, and are more fully described, together with
their associated risks, in Part II of this SAI. The following percentage
limitations apply to these investment techniques and practices.
o Foreign Securities Exposure may not exceed 25% of the Fund's net
assets.
o Lending of Portfolio Securities may not exceed 30% of the Fund's net
assets.
o Lower Rated Bonds may not exceed 5% of the Fund's net assets.
INVESTMENT RESTRICTIONS
The Fund has adopted the following restrictions which cannot be changed
without the approval of the holders of a majority of the Fund's shares
(which, as used in this SAI, means the lesser of (i) more than 50% of the
outstanding shares of the Trust or a series or class, as applicable, or
(ii) 67% or more of the outstanding shares of the Fund or a series or
class, as applicable, present at a meeting at which holders of more than
50% of the outstanding shares of the Fund or a series or class, as
applicable, are represented in person or by proxy).
Terms used below (such as Options and Futures Contracts) are defined in
Part II of this SAI.
The Fund may not:
(1) borrow money in an amount in excess of 5% of its gross assets, and
then only as a temporary measure for extraordinary or emergency
purposes, or pledge, mortgage or hypothecate an amount of its assets
(taken at market value) in excess of 15% of its gross assets, in each
case taken at the lower of cost or market value (for the purpose of
this restriction, collateral arrangements with respect to options,
Futures Contracts, Options on Futures Contracts and Forward Contracts
and payments of initial and variation margin in connection therewith
are not considered a pledge of assets);
(2) underwrite securities issued by other persons except insofar as the
Fund may technically be deemed an underwriter under the Securities
Act of 1933 in selling a portfolio security;
(3) concentrate its investments in any particular industry, but if it is
deemed appropriate for the attainment of its investment objective,
the Fund may invest up to 25% of its assets (taken at market value at
the time of each investment) in securities of issuers in any one
industry;
(4) purchase or sell real estate (including limited partnership interests
but excluding securities of companies, such as real estate investment
trusts, which deal in real estate or interests therein), or mineral
leases, commodities or commodity contracts (except for Futures
Contracts, Options on Futures Contracts and Forward Contracts) in the
ordinary course of its business. The Fund reserves the freedom of
action to hold and to sell real estate or mineral leases, commodities
or commodity contracts acquired as a result of the ownership of
securities. The Fund will not purchase securities for the purpose of
acquiring real estate or mineral leases, commodities or commodity
contracts (except for Futures Contracts, Options on Futures Contracts
and Forward Contracts);
(5) make loans to other persons. For these purposes, the purchase of
short-term commercial paper, the purchase of a portion or all of an
issue of debt securities in accordance with its investment objectives
and policies, the lending of portfolio securities, or the investment
of the Fund's assets in repurchase agreements, shall not be
considered the making of a loan;
(6) purchase the securities of any issuer if such purchase, at the time
thereof, would cause more than 5% of its total assets (taken at
market value) to be invested in the securities of such issuer, other
than U.S. Government securities;
(7) purchase voting securities of any issuer if such purchase, at the
time thereof, would cause more than 10% of the outstanding voting
securities of such issuer to be held by the Fund; or purchase
securities of any issuer if such purchase at the time thereof would
cause more than 10% of any class of securities of such issuer to be
held by the Fund. For this purpose all indebtedness of an issuer
shall be deemed a single class and all preferred stock of an issuer
shall be deemed a single class;
(8) invest for the purpose of exercising control or management;
(9) purchase securities issued by any other registered investment company
or registered investment trust except by purchase in the open market
where no commission or profit to a sponsor or dealer results from
such purchase other than the customary broker's commission, or except
when such purchase, though not made in the open market, is part of a
plan of merger or consolidation; provided, however, that the Fund
shall not purchase the securities of any investment company or
investment trust if such purchase at the time thereof would cause
more than 10% of its total assets (taken at market value) to be
invested in the securities of such issuers; and, provided further,
that the Fund shall not purchase securities issued by any open-end
investment company;
(10) invest more than 5% of its assets in companies which, including
predecessors, have a record of less than three years' continuous
operation;
(11) purchase or retain in its portfolio any securities issued by an
issuer any of whose officers, directors, trustees or security holders
is an officer or Trustee of the Fund, or is an officer or Director of
the Adviser, if after the purchase of the securities of such issuer
by the Fund one or more of such persons owns beneficially more than
1/2 of 1% of the shares or securities, or both, of such issuer, and
such persons owning more than 1/2 of 1% of such shares or securities
together own beneficially more than 5% of such shares or securities,
or both;
(12) purchase any securities or evidences of interest therein on margin,
except that the Fund may obtain such short-term credit as may be
necessary for the clearance of purchases and sales of securities and
except that the Fund may make deposits on margin in connection with
options, Futures Contracts, Options on Futures Contracts and Forward
Contracts;
(13) sell any security which the Fund does not own unless by virtue of its
ownership of other securities the Fund has at the time of sale a
right to obtain securities without payment of further consideration
equivalent in kind and amount to the securities sold and provided
that if such right is conditional the sale is made upon the same
conditions;
(14) purchase or sell any put or call option or any combination
thereof, provided, that this shall not prevent the purchase,
ownership, holding or sale of warrants where the grantor of the
warrants is the issuer of the underlying securities or the
writing, purchasing and selling of puts, calls or combinations
thereof with respect to securities, indexes of securities and
Futures Contracts; or
(15) invest in securities which are subject to legal or contractual
restrictions on resale, or for which there is no readily available
market (e.g., trading in the security is suspended or, in the case
of unlisted securities, market makers do not exist or will not
entertain bids or offers), unless the Board of Trustees has
determined that such securities are liquid based upon trading
markets for the specific security, if more than 10% of the Fund's
assets (taken at market value) would be invested in such
securities.
The Fund also has adopted the following nonfundamental policy which may
be changed without shareholder approval.
The Fund will not:
(1) invest 25% or more of the market value of its total assets in any
one industry.
Except for Investment Restrictions (1) and (15), these investment
restrictions are adhered to at the time of purchase or utilization of
assets; a subsequent change in circumstances will not be considered to
result in a violation of policy. In the event of a violation of
fundamental investment policy (15), the Fund will reduce the percentage of
its assets invested in illiquid investments in due course, taking into
account the best interests of shareholders.
VIII TAX CONSIDERATIONS
For a discussion of tax considerations, see Part II of this SAI.
IX INDEPENDENT AUDITORS AND FINANCIAL STATEMENTS
Deloitte & Touche LLP are the Fund's independent auditors, providing audit
services, tax services, and assistance and consultation with respect to
the preparation of filings with the Securities and Exchange Commission.
The Portfolio of Investments and the Statement of Assets and Liabilities
at December 31, 1999, the Statement of Operations for the year ended
December 31, 1999, the Statement of Changes in Net Assets for the two
years ended December 31, 1999, the Notes to Financial Statements and the
Report of the Independent Auditors, each of which is included in the
Annual Report to Shareholders of the Fund, are incorporated by reference
into this SAI in reliance upon the report of Deloitte & Touche LLP,
independent auditors, given upon their authority as experts in accounting
and auditing. A copy of the Annual Report accompanies this SAI.
<PAGE>
- --------------------------
PART I - APPENDIX A
- --------------------------
TRUSTEES AND OFFICERS - IDENTIFICATION AND BACKGROUND
The Trustees and officers of the Trust are listed below, together with
their principal occupations during the past five years. (Their titles may
have varied during that period.)
TRUSTEES
JEFFREY L. SHAMES,* Chairman and President (born 6/2/55)
Massachusetts Financial Services Company, Chairman and Chief Executive
Officer
J. ATWOOD IVES (born 5/1/36)
Eastern Enterprises (diversified services company), Chairman, Trustee and
Chief Executive Officer
Address: Weston, Massachusetts
LAWRENCE T. PERERA (born 6/23/35)
Hemenway & Barnes (attorneys), Partner
Address: Boston, Massachusetts
WILLIAM J. POORVU (born 4/10/35)
Harvard University Graduate School of Business Administration, Adjunct
Professor; CBL & Associates Properties, Inc. (real estate investment
trust), Director; The Baupost Fund (a registered investment company), Vice
Chairman and Trustee
Address: Cambridge, Massachusetts
CHARLES W. SCHMIDT (born 3/18/28)
Private investor; IT Group, Inc. (diversified environmental services and
consulting), Director
Address: Weston, Massachusetts
ARNOLD D. SCOTT* (born 12/16/42)
Massachusetts Financial Services Company, Senior Executive Vice President
and Director
ELAINE R. SMITH (born 4/25/46)
Independent consultant
Address: Weston, Massachusetts
DAVID B. STONE (born 9/2/27)
North American Management Corp. (investment adviser),
Chairman and Director; Eastern Enterprises (diversified
services company), Trustee
Address: Boston, Massachusetts
OFFICERS
W. THOMAS LONDON,* Treasurer (born 3/1/44)
Massachusetts Financial Services Company, Senior
Vice President
JAMES O. YOST,* Assistant Treasurer (born 6/12/60)
Massachusetts Financial Services Company, Senior
Vice President
ELLEN MOYNIHAN,* Assistant Treasurer (born 11/13/57)
Massachusetts Financial Services Company, Vice President (since September
1996); Deloitte & Touche LLP, Senior Manager (prior to September 1996)
MARK E. BRADLEY,* Assistant Treasurer (born 11/23/59)
Massachusetts Financial Services Company, Vice President (since March
1997); Putnam Investments, Vice President (from September 1994 until March
1997); Ernst & Young LLP, Senior Tax Manager (prior to September 1994)
STEPHEN E. CAVAN,* Secretary and Clerk (born 11/6/53)
Massachusetts Financial Services Company, Senior Vice President, General
Counsel and Secretary
JAMES R. BORDEWICK, JR.,* Assistant Secretary
and Assistant Clerk (born 3/6/59)
Massachusetts Financial Services Company,
Senior Vice President and Associate General Counsel
----------------
*"Interested persons" (as defined in the 1940 Act) of the Adviser, whose
address is 500 Boylston Street, Boston, Massachusetts 02116.
Each Trustee and officer holds comparable positions with certain
affiliates of MFS or with certain other funds of which MFS or a subsidiary
is the investment adviser or distributor. Messrs. Shames and Scott,
Directors of MFD, and Mr. Cavan, the Secretary of MFD, hold similar
positions with certain other MFS affiliates.
<PAGE>
- ---------------------------
PART I - APPENDIX B
- ---------------------------
TRUSTEE COMPENSATION
The Fund pays the compensation of non-interested Trustees and of Trustees
who are not officers of the Fund, who currently receive a fee of $3,250
per year plus $165 per meeting and $130 per committee meeting attended,
together with such Trustee's out-of-pocket expenses.
<TABLE>
<CAPTION>
TRUSTEE COMPENSATION TABLE
...............................................................................................................
RETIREMENT BENEFIT TOTAL TRUSTEE
TRUSTEE FEES ACCRUED AS PART ESTIMATED CREDITED FEES FROM FUND
TRUSTEE FROM FUND(1) OF FUND EXPENSES(1) YEARS OF SERVICE(2) AND FUND COMPLEX(3)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Atwood Ives $5,620 $1,821 17 $132,623
Lawrence T. Perera 6,045 2,277 26 144,098
William J. Poorvu 5,915 2,332 25 141,338
Charles W. Schmidt 5,785 2,287 20 137,678
Arnold D. Scott N/A N/A N/A N/A
Jeffrey L. Shames N/A N/A N/A N/A
Elaine R. Smith 6,045 1,982 27 144,098
David B. Stone 6,305 2,538 14 151,418
----------------
(1)For the fiscal year ended December 31, 1999.
(2)Based upon normal retirement age (73).
(3)Information provided is provided for calendar year 1999. All Trustees served as Trustees of 34 funds within the MFS fund
complex (having aggregate net assets at December 31, 1999, of approximately $58.6 billion).
</TABLE>
ESTIMATED ANNUAL BENEFITS PAYABLE BY FUND UPON RETIREMENT(4)
..........................................................................
YEARS OF SERVICE
AVERAGE
TRUSTEE FEES 3 5 7 10 OR MORE
--------------------------------------------------------------------------
$5,058 $ 759 $1,265 $1,770 $2,529
5,434 815 1,358 1,902 2,717
5,809 871 1,452 2,033 2,905
6,185 928 1,546 2,165 3,092
6,560 984 1,640 2,296 3,280
6,936 1,040 1,734 2,427 3,468
----------------
(4)Other funds in the MFS Fund complex provide similar retirement benefits
to the Trustees.
<PAGE>
- ---------------------------
PART I - APPENDIX C
- ---------------------------
<TABLE>
<CAPTION>
AFFILIATED SERVICE PROVIDER COMPENSATION
........................................................................................................................
The Fund paid compensation to its affiliated service providers over the specified periods as follows:
PAID TO MFS AMOUNT PAID TO MFS FOR PAID TO MFSC AMOUNT AGGREGATE
FOR ADVISORY WAIVED ADMINISTRATIVE FOR TRANSFER WAIVED AMOUNT PAID TO
FISCAL YEAR ENDED SERVICES BY MFS SERVICES AGENCY SERVICES BY MFSC MFS AND MFSC
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1999 $4,920,865 $0 $146,749 $1,216,667 $0 $6,284,281
December 31, 1998 $4,405,363 N/A $129,553 $1,182,692 N/A $5,717,608
December 31, 1997 $3,840,881 N/A $108,143* $1,183,236 N/A $5,132,260
--------------------
*From March 1, 1997, the commencement of the Master Administrative Service Agreement.
</TABLE>
<PAGE>
- -------------------------
PART I - APPENDIX D
- -------------------------
SALES CHARGES AND DISTRIBUTION PLAN PAYMENTS
SALES CHARGES
............................................................................
The following sales charges were paid during the specified periods:
CLASS A INITIAL SALES CHARGES: CDSC PAID TO MFD ON:
RETAINED REALLOWED | CLASS A CLASS B
FISCAL YEAR END TOTAL BY MFD TO DEALERS | SHARES SHARES
-------------------------------------------------------|--------------------
December 31, 1999 $892,251 $119,815 $772,436 | $9,039 $156,641
December 31, 1998 $813,066 $120,769 $692,297 | $1,713 $ 47,937
December 31, 1997 $636,856 $ 80,723 $556,133 | $4,861 $ 23,865
DEALER REALLOWANCES
............................................................................
As shown above, MFD pays (or "reallows") a portion of the Class A initial
sales charge to dealers. The dealer reallowance as expressed as a
percentage of the Class A shares' offering price is:
DEALER REALLOWANCE AS A
AMOUNT OF PURCHASE PERCENT OF OFFERING PRICE
------------------------------------------------------------------
Less than $50,000 5.00%
$50,000 but less than $100,000 4.00%
$100,000 but less than $250,000 3.20%
$250,000 but less than $500,000 2.25%
$500,000 but less than $1,000,000 1.70%
$1,000,000 or more None*
----------------
*A CDSC will apply to such purchase.
DISTRIBUTION PLAN PAYMENTS
..........................................................................
During the fiscal year ended December 31, 1999, the Fund made the
following Distribution Plan payments:
<TABLE>
<CAPTION>
AMOUNT OF DISTRIBUTION AND SERVICE FEES:
CLASS OF SHARES PAID BY FUND RETAINED BY MFD PAID TO DEALERS
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares $2,092,775 $814,319 $1,278,456
Class B Shares $ 533,593 $406,813 $ 126,780
Distribution plan payments retained by MFD are used to compensate MFD for commissions advanced by MFD
to dealers upon sale of Fund shares.
</TABLE>
<PAGE>
- --------------------------
PART I - APPENDIX E
- --------------------------
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
BROKERAGE COMMISSIONS
............................................................................
The following brokerage commissions were paid by the Fund during the
specified time periods:
BROKERAGE COMMISSIONS
FISCAL YEAR END PAID BY FUND
----------------------------------------------------------------------------
December 31, 1999 $2,203,218
December 31, 1998 $1,793,576
December 31, 1997 $1,274,393
SECURITIES ISSUED BY REGULAR BROKER-DEALERS
............................................................................
During the fiscal year ended December 31, 1999, the Fund purchased
securities issued by the following regular broker-dealers of the Fund,
which had the following values as of December 31, 1999:
VALUE OF SECURITIES
BROKER-DEALER AS OF DECEMBER 31, 1999
----------------------------------------------------------------------------
General Electric Co. $27,762,150
Goldman Sachs Group, Inc. $ 7,469,069
Morgan Stanley Dean Witter & Co. $14,546,225
<PAGE>
- --------------------------
PART I - APPENDIX F
- --------------------------
SHARE OWNERSHIP
OWNERSHIP BY TRUSTEES AND OFFICERS
As of March 31, 2000, the Trustees and officers of the Trust as a group
owned less than 1% of any class of the Fund's shares, not including
344,838.198 Class I shares of the Fund (which represent approximately 100%
of the outstanding Class I shares of the Fund) owned of record by certain
employee benefit plans of MFS of which Messrs. Scott and Shames are
Trustees.
25% OR GREATER OWNERSHIP
The following table identifies those investors who own 25% or more of the
Fund's shares (all share classes taken together) as of March 31, 2000, and
are therefore presumed to control the Fund:
<TABLE>
<CAPTION>
JURISDICTION OF ORGANIZATION
NAME AND ADDRESS OF INVESTOR (IF A COMPANY) PERCENTAGE OWNERSHIP
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
None
5% OR GREATER OWNERSHIP OF SHARE CLASS
The following table identifies those investors who own 5% or more of any class of the Fund's shares
as of March 31, 2000:
NAME AND ADDRESS OF INVESTOR OWNERSHIP PERCENTAGE
.........................................................................................................
Nationwide Life Insurance Co. 11.33% of Class A shares
MFS Variable Account
Dept 1748
P.O. Box 16786
Columbus, OH 43216-6786
.........................................................................................................
MLPF&S for the Sole Benefit of its Customers 6.06% of Class B shares
Attn: Fund Administration 97CE1
4800 Deer Lake Drive E
Jacksonville, FL 32246-6484
.........................................................................................................
MFS Defined Contribution Plan 100% of Class I shares
c/o Mark Leary
Mass Financial Services
500 Boylston Street
Boston, MA 02116-3740
.........................................................................................................
</TABLE>
<PAGE>
- -----------------------------
PART I - APPENDIX G
- -----------------------------
<TABLE>
<CAPTION>
PERFORMANCE INFORMATION
.........................................................................................................
All performance quotations are as of December 31, 1999.
AVERAGE ANNUAL ACTUAL 30-
TOTAL RETURNS DAY YIELD 30-DAY YIELD CURRENT
------------------------------------------ (INCLUDING (WITHOUT ANY DISTRIBUTION
1 YEAR 5 YEAR 10 YEAR WAIVERS) WAIVERS) RATE+
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class A Shares, with initial sales
charge (5.75%) 25.19% 26.72% 16.46% N/A N/A N/A
Class A Shares, at net asset value 32.82% 28.23% 17.15% N/A N/A N/A
Class B Shares, with CDSC
(declining over 6 years from 4% to 0%) 27.73% 26.96% 16.50% N/A N/A N/A
Class B Shares, at net asset value 31.73% 27.12% 16.50% N/A N/A N/A
Class I Shares, at net asset value 33.09% 28.36% 17.21% N/A N/A N/A
----------------------
+Annualized, based upon the last distribution.
</TABLE>
The Fund commenced investment operations with the offering of class A
shares, on September 9, 1970 and subsequently offered class B shares on
September 7, 1993, and class I shares on January 2, 1997.
Class B share performance has been adjusted to take into account the CDSC
applicable to class B shares, rather than the initial sales charge
applicable to class A shares. The blended Class B share performance
includes the performance of the Fund's class A shares for periods prior to
the offering of class B shares. This blended performance has not been
adjusted to take into account the difference in class specific operating
expenses (e.g. distribution and service fees). Class B share performance
generally would have been lower than class A share performance had class B
shares been offered for the entire period, because the operating expenses
attributable to class B shares are higher than those of class A shares.
Class I share performance includes the performance of the Fund's class A
shares for periods prior to the offering of class I shares. The blended
Class I share performance has been adjusted to take into account the fact
that class I shares have no initial sales charge (load). This blended
performance has not been adjusted to take into account the difference in
class specific operating expenses (e.g. distribution and service fees).
Class I share performance generally would have been higher than class A
share performance had class I shares been offered for the entire period,
because the operating expenses attributable to class I shares are lower
than those of class A shares.
Performance results include any applicable expense subsidies and waivers,
which may cause the results to be more favorable.
<PAGE>
MFS GROWTH OPPORTUNITIES FUND
PART C
ITEM 23. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS INCLUDED IN PARTS A AND B:
INCLUDED IN PART A OF THIS REGISTRATION STATEMENT:
For the five years ended December 31, 1999:
Financial Highlights
INCLUDED IN PART B OF THIS REGISTRATION STATEMENT: AT
December 31, 1999:
Portfolio of Investments*
Statement of Assets and Liabilities*
For each of the two years in the period ended December 31, 1999:
Statement of Changes in Net Assets*
For the year ended December 31, 1999:
Statement of Operations*
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* Incorporated herein by reference to the Fund's Annual Report to
shareholders dated December 31, 1999 filed with the SEC on February 24,
2000.
(b) EXHIBITS
1 (a) Amended and Restated Declaration of Trust, dated
February 17, 1995. (3)
(b) Amendment to Declaration of Trust, dated June 20, 1996. (8)
(c) Amendment to Declaration of Trust, dated December 19, 1996
to redesignate Class P Shares as Class I Shares. (12)
2 Amended and Restated By-Laws, dated December 21, 1994. (3)
3 Form of Share Certificate for Classes of Shares. (7)
4 Investment Advisory Agreement dated July 19, 1985, by and
between the Registrant and Massachusetts Financial Services
Company. (6)
5 (a) Distribution Agreement, dated January 1, 1995. (3)
(b) Dealer Agreement between MFS Fund Distributors, Inc., and a
dealer, and the Mutual Fund Agreement between MFS and a
bank effective November 29, 1999. (10)
6 Retirement Plan for Non-Interested Person Trustees, dated
January 1, 1991, as amended and restated February 17, 1999.
(1)
7 (a) Custodian Contract between Registrant and State Street Bank
and Trust Company, dated April 25, 1988. (6)
(b) Amendment to Custodian Contract, dated April 25, 1988. (6)
(c) Amendment to Custodian Agreement, dated October 1, 1989.
(6)
(d) Amendment to Custodian Agreement, dated September 17, 1991.
(6)
8 (a) Shareholder Servicing Agent Agreement between Registrant
and Massachusetts Financial Service Center, dated
August 1, 1985. (6)
(b) Amendment to Shareholder Servicing Agent Agreement, dated
April 1, 1999, to amend fee schedule; filed herewith.
(c) Exchange Privilege Agreement, dated July 30, 1997. (11)
(d) Master Administrative Services Agreement, dated March 1,
1997, as amended and restated April 1, 1999. (9)
(e) Dividend Disbursing Agency Agreement among MFS Funds and
State Street Bank and Trust Company, dated February 1,
1986. (4)
9 (a) Consent and Opinion of Counsel dated April 27, 1998. (13)
(b) Legal Opinion Consent; filed herewith.
10 Consent of Deloitte & Touche LLP; filed herewith.
11 Not Applicable.
12 Not Applicable.
13 Master Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, effective January 1, 1997,
as amended and restated November 17, 1999. (10).
14 Not Applicable.
15 Plan pursuant to Rule 18f-3(d) under the Investment Company
Act of 1940, effective September 30, 1996, as amended and
restated June 17, 1998 (Exhibit A dated April 12, 2000).
(5)
16 (a) Code of Ethics for the fund pursuant to Rule 17j-1 under
the Investment Company Act of 1940. (2)
(b) Code of Ethics for the fund's adviser and distributor
pursuant to Rule 17j-1 under the Investment Company Act of
1940. (2)
Power of Attorney, dated September 21, 1994. (3)
Power of Attorney, dated January 20, 1999; filed herewith.
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(1) Incorporated by reference to Registrant's Post-Effective Amendment No. 39
filed with the SEC via EDGAR on February 26, 1999.
(2) Incorporated by reference to Massachusetts Investors Growth Stock Fund
(File Nos. 2-14677 and 811-859) Post-Effective Amendment No. 67 filed with
the SEC via EDGAR on March 29, 2000.
(3) Incorporated by reference to Registrant's Post-Effective Amendment No. 33
filed with the SEC via EDGAR on April 28, 1995.
(4) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
and 811-4096) Post-Effective Amendment No. 28 filed with the SEC via EDGAR
on July 28, 1995.
(5) Incorporated by reference to MFS Government Limited Maturity Fund (File
Nos. 2-96738 and 811-4253) Post-Effective Amendment No. 21 filed with the
SEC via EDGAR on April 28, 2000.
(6) Incorporated by reference to Registrant's Post-Effective Amendment No. 34
filed with the SEC via EDGAR on October 2, 1995.
(7) Incorporated by reference to MFS Series Trust I (File Nos. 33-7638 and
811-4777) Post-Effective Amendment No. 25 filed with the SEC via EDGAR on
August 27, 1996.
(8) Incorporated by reference to Registrant's Post-Effective Amendment No. 36
filed with the SEC via EDGAR on August 29, 1996.
(9) Incorporated by reference to MFS Series Trust III (File Nos. 2-60491 and
811-2794) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on
March 31, 1999.
(10) Incorporated by reference to MFS Series Trust V (File Nos. 2-38613 and
811-2031) Post-Effective Amendment No. 48 as filed with the SEC via EDGAR
on November 29, 1999.
(11) Incorporated by reference to Massachusetts Investors Growth Stock Fund
(File Nos. 2-14677 and 811-859) Post-Effective Amendment No. 64 filed with
the SEC via EDGAR on October 29, 1997.
(12) Incorporated by reference to Registrant's Post-Effective Amendment No. 37
filed with the SEC via EDGAR on April 29, 1997.
(13) Incorporated by reference to Registrant's Post-Effective Amendment No. 38
filed with the SEC via EDGAR on April 29, 1998.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 25. INDEMNIFICATION
Reference is hereby made to (a) Section VI of the Trust's Declaration
of Trust, incorporated by reference to the Registrant's Post-Effective Amendment
No. 68, filed with the SEC on April 28, 1995 and (b) Section 9 of the
Shareholder Servicing Agent Agreement, incorporated by reference to Registrant's
Post-Effective Amendment No. 69, filed with the SEC via EDGAR on October 13,
1995.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser and distributor are insured under an errors and
omissions liability insurance policy. The Registrant and its officers are also
insured under the fidelity bond required by Rule 17g-1 under the Investment
Company Act of 1940.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds (except the Vertex Funds mentioned below):
Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS
Growth Opportunities Fund, MFS Government Securities Fund, MFS Government
Limited Maturity Fund, MFS Series Trust I (which has ten series: MFS Managed
Sectors Fund, MFS Cash Reserve Fund, MFS Global Asset Allocation Fund, MFS
Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth
Fund, MFS Equity Income Fund, MFS New Discovery Fund, MFS Science and Technology
Fund and MFS Research International Fund), MFS Series Trust II (which has four
series: MFS Emerging Growth Fund, MFS Large Cap Growth Fund, MFS Intermediate
Income Fund and MFS Charter Income Fund), MFS Series Trust III (which has three
series: MFS High Income Fund, MFS Municipal High Income Fund and MFS High Yield
Opportunities Fund), MFS Series Trust IV (which has four series: MFS Money
Market Fund, MFS Government Money Market Fund, MFS Municipal Bond Fund and MFS
Mid Cap Growth Fund), MFS Series Trust V (which has five series: MFS Total
Return Fund, MFS Research Fund, MFS International Opportunities Fund, MFS
International Strategic Growth Fund and MFS International Value Fund), MFS
Series Trust VI (which has three series: MFS Global Total Return Fund, MFS
Utilities Fund and MFS Global Equity Fund), MFS Series Trust VII (which has two
series: MFS Global Governments Fund and MFS Capital Opportunities Fund), MFS
Series Trust VIII (which has two series: MFS Strategic Income Fund and MFS
Global Growth Fund), MFS Series Trust IX (which has eight series: MFS Bond Fund,
MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, MFS Research
Bond Fund, MFS Intermediate Investment Grade Bond Fund, MFS Mid Cap Value Fund,
MFS Large Cap Value Fund and MFS High Quality Bond Fund), MFS Series Trust X
(which has ten series: MFS Government Mortgage Fund, MFS Emerging Markets Equity
Fund, MFS International Growth Fund, MFS International Growth and Income Fund,
MFS Strategic Value Fund, MFS Emerging Markets Debt Fund, MFS Income Fund, MFS
European Equity Fund, MFS High Yield Fund and MFS Concentrated Growth Fund), MFS
Series Trust XI (which has four series: MFS Union Standard Equity Fund, Vertex
All Cap Fund, Vertex Contrarian Fund and Vertex Income Fund), and MFS Municipal
Series Trust (which has 18 series: MFS Alabama Municipal Bond Fund, MFS Arkansas
Municipal Bond Fund, MFS California Municipal Bond Fund, MFS Florida Municipal
Bond Fund, MFS Georgia Municipal Bond Fund, MFS Maryland Municipal Bond Fund,
MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS
New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS
Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS
Tennessee Municipal Bond Fund, MFS Virginia Municipal Bond Fund, MFS West
Virginia Municipal Bond Fund, MFS Municipal Income Fund, MFS New York High
Income Tax Free Fund and MFS Massachusetts High Income Tax Free Fund) (the "MFS
Funds"). The principal business address of each of the MFS Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
MFS also serves as investment adviser of the following open-end Funds:
MFS Institutional Trust ("MFSIT") (which has nine series) and MFS Variable
Insurance Trust ("MVI") (which has sixteen series). The principal business
address of each of the aforementioned funds is 500 Boylston Street, Boston,
Massachusetts 02116.
In addition, MFS serves as investment adviser to the following
closed-end funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The
principal business address of each of the MFS Closed-End Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL") (which has 26 series), Money Market Variable Account, High Yield
Variable Account, Capital Appreciation Variable Account, Government Securities
Variable Account, Global Governments Variable Account, Total Return Variable
Account and Managed Sectors Variable Account (collectively, the "Accounts"). The
principal business address of MFS/SL is 500 Boylston Street, Boston,
Massachusetts 02116. The principal business address of each of the
aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.
VERTEX INVESTMENT MANAGEMENT, INC., a Delaware corporation and a
wholly owned subsidiary of MFS, whose principal business address is 500 Boylston
Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser to
Vertex All Cap Fund, Vertex Contrarian Fund and Vertex Income Fund, each a
series of MFS Series Trust XI. The principal business address of the
aforementioned Funds is 500 Boylston Street, Boston, Massachusetts 02116.
MFS INTERNATIONAL LTD. ("MIL"), a limited liability company organized
under the laws of Bermuda and a subsidiary of MFS, whose principal business
address is Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda, serves as
investment adviser to and distributor for MFS American Funds known as the MFS
Funds after January 1999 (which will have 11 portfolios as of January 1999):
U.S. Equity Fund, U.S. Emerging Growth Fund, U.S. High Yield Bond Fund, U.S.
Dollar Reserve Fund, Charter Income Fund, U.S. Research Fund, U.S. Strategic
Growth Fund, Global Equity Fund, European Equity Fund and European Corporate
Bond Fund) (the "MIL Funds"). The MIL Funds are organized in Luxembourg and
qualify as an undertaking for collective investments in transferable securities
(UCITS). The principal business address of the MIL Funds is 47, Boulevard Royal,
L-2449 Luxembourg. MIL also serves as investment adviser to and distributor for
MFS Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Governments Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
Global Growth Fund, MFS Meridian Money Market Fund, MFS Meridian Global Balanced
Fund, MFS Meridian U.S. Equity Fund, MFS Meridian Research Fund, MFS Meridian
U.S. High Yield Fund, MFS Meridian Emerging Markets Debt Fund, MFS Meridian
Strategic Growth Fund and MFS Meridian Global Asset Allocation Fund and the MFS
Meridian Research International Fund (collectively the "MFS Meridian Funds").
Each of the MFS Meridian Funds is organized as an exempt company under the laws
of the Cayman Islands. The principal business address of each of the MFS
Meridian Funds is P.O. Box 309, Grand Cayman, Cayman Islands, British West
Indies.
MFS INTERNATIONAL (U.K.) LTD. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is Eversheds, Senator House, 85 Queen Victoria Street, London, England
EC4V 4JL, is involved primarily in marketing and investment research activities
with respect to private clients and the MIL Funds and the MFS Meridian Funds.
MFS INSTITUTIONAL ADVISORS (AUSTRALIA) LTD. ("MFSI-AUSTRALIA"), a
private limited company organized under the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000, Australia, is involved primarily in investment
management and distribution of Australian superannuation unit trusts and acts as
an investment adviser to institutional accounts.
MFS HOLDINGS AUSTRALIA PTY LTD. ("MFS HOLDINGS AUSTRALIA"), a private
limited company organized pursuant to the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000 Australia, and whose function is to serve primarily as a
holding company.
MFS FUND DISTRIBUTORS, INC. ("MFD"), a wholly owned subsidiary of MFS,
serves as distributor for the MFS Funds, MVI and MFSIT.
MFS SERVICE CENTER, INC. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT and MVI.
MFS INSTITUTIONAL ADVISORS, INC. ("MFSI"), a wholly owned subsidiary
of MFS, provides investment advice to substantial private clients.
MFS RETIREMENT SERVICES, INC. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.
MASSACHUSETTS INVESTMENT MANAGEMENT CO., LTD. ("MIMCO"), a wholly
owned subsidiary of MFS, is a corporation incorporated in Japan. MIMCO, whose
address is Kamiyacho-Mori Building, 3-20, Tranomon 4-chome, Minato-ku, Tokyo,
Japan, is involved in investment management activities.
MFS HERITAGE TRUST COMPANY ("MFS TRUST"), a New Hampshire-chartered
limited-purpose trust company whose current address is 650 Elm Street, Suite
404, Manchester, NH 03101, provides directed trustee services to retirement
plans.
MFS
The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W.
Ballen, Kevin R. Parke, Thomas J. Cashman, Jr., Joseph W. Dello Russo, William
W. Scott, Donald A. Stewart, James Prieur and William W. Stinson. Mr. Shames is
the Chairman and Chief Executive Officer, Mr. Ballen is President and Chief
Investment Officer, Mr. Arnold Scott is a Senior Executive Vice President, Mr.
William Scott, Mr. Cashman, Mr. Dello Russo and Mr. Parke are Executive Vice
Presidents (Mr. Dello Russo is also Chief Financial Officer and Chief
Administrative Officer and Mr. Parke is also Chief Equity Officer), Stephen E.
Cavan is a Senior Vice President, General Counsel and Secretary of MFS, Robert
T. Burns is a Senior Vice President, Associate General Counsel and an Assistant
Secretary of MFS, and Thomas B. Hastings is a Vice President and Treasurer of
MFS.
MASSACHUSETTS INVESTORS TRUST
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
MFS GROWTH OPPORTUNITIES FUND
MFS GOVERNMENT SECURITIES FUND
MFS SERIES TRUST I
MFS SERIES TRUST V
MFS SERIES TRUST VI
MFS SERIES TRUST X
MFS GOVERNMENT LIMITED MATURITY FUND
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London, a Senior Vice President of MFS, is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley, Vice Presidents
of MFS, are the Assistant Treasurers, James R. Bordewick, Jr., Senior Vice
President and Associate General Counsel of MFS, is the Assistant Clerk and
Assistant Secretary.
MFS SERIES TRUST II
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers, and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS GOVERNMENT MARKETS INCOME TRUST
MFS INTERMEDIATE INCOME TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers, and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST III
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers, and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST IV
MFS SERIES TRUST IX
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST VII
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST VIII
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS MUNICIPAL SERIES TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS VARIABLE INSURANCE TRUST
MFS SERIES TRUST XI
MFS INSTITUTIONAL TRUST
Jeffrey L. Shames is the President and Chairman, Stephen E. Cavan is
the Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS MUNICIPAL INCOME TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS MULTIMARKET INCOME TRUST
MFS CHARTER INCOME TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS SPECIAL VALUE TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS/SUN LIFE SERIES TRUST
C. James Prieur, President and Director of Sun Life Assurance Company
of Canada, is the President, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr., is the Assistant Secretary.
MONEY MARKET VARIABLE ACCOUNT
HIGH YIELD VARIABLE ACCOUNT
CAPITAL APPRECIATION VARIABLE ACCOUNT
GOVERNMENT SECURITIES VARIABLE ACCOUNT
TOTAL RETURN VARIABLE ACCOUNT
GLOBAL GOVERNMENTS VARIABLE ACCOUNT
MANAGED SECTORS VARIABLE ACCOUNT
C. James Prieur is the President, Stephen E. Cavan is the Secretary,
and James R. Bordewick, Jr., is the Assistant Secretary.
MIL FUNDS
Jeffrey L. Shames is Chairman, Richard B. Bailey, John A. Brindle,
Richard W. S. Baker, Arnold D. Scott and William F. Waters are Directors,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers and
James R. Bordewick, Jr. is the Assistant Secretary.
MFS MERIDIAN FUNDS
Jeffrey L. Shames is Chairman, Richard B. Bailey, John A. Brindle,
Richard W. S. Baker, Arnold D. Scott and William F. Waters are Directors,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James R.
Bordewick, Jr. is the Assistant Secretary and James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers.
VERTEX
Jeffrey L. Shames is the Chairman and President, Arnold D. Scott is a
Director, Kevin R. Parke and John W. Ballen are Executive Vice Presidents, John
D. Laupheimer is a Senior Vice President, Brian E. Stack is a Vice President,
Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant
Treasurer, Stephen E. Cavan is the Secretary and Robert T. Burns is the
Assistant Secretary.
MIL
Peter D. Laird is President and a Director, Arnold D. Scott, Jeffrey
L. Shames and Thomas J. Cashman, Jr. are Directors, Stephen E. Cavan is a
Director, Senior Vice President and the Clerk, Robert T. Burns is an Assistant
Clerk, Joseph W. Dello Russo, Executive Vice President and Chief Financial
Officer of MFS, is the Treasurer and Thomas B. Hastings is the Assistant
Treasurer.
MIL-UK
Peter D. Laird is President and a Director, Thomas J. Cashman, Arnold
D. Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan is a Director and
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.
MFSI - AUSTRALIA
Thomas J. Cashman, Jr. is President and a Director, Graham E. Lenzer,
John A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MFS HOLDINGS - AUSTRALIA
Jeffrey L. Shames is the President and a Director, Arnold D. Scott,
Thomas J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MFD
Arnold D. Scott and Jeffrey L. Shames are Directors, William W. Scott,
Jr., an Executive Vice President of MFS, is the President, Stephen E. Cavan is
the Secretary, Robert T. Burns is the Assistant Secretary, Joseph W. Dello Russo
is the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.
MFSC
Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A.
Recomendes, a Senior Vice President and Chief Information Officer of MFS, is
Vice Chairman and a Director, Janet A. Clifford is the President, Joseph W.
Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer,
Stephen E. Cavan is the Secretary, and Robert T. Burns is the Assistant
Secretary.
MFSI
Thomas J. Cashman, Jr. is Chairman and a Director, Jeffrey L. Shames,
and Arnold D. Scott are Directors, Joseph J. Trainor is the President and a
Director, Leslie J. Nanberg is a Senior Vice President, a Managing Director and
a Director, Kevin R. Parke is the Executive Vice President and a Managing
Director, George F. Bennett, Jr., John A. Gee, Brianne Grady, Joseph A.
Kosciuszek and Joseph J. Trainor are Senior Vice Presidents and Managing
Directors, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Secretary.
RSI
Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu is
the President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.
MIMCO
Jeffrey L. Shames, Arnold D. Scott and Mamoru Ogata are Directors,
Shaun Moran is the Representative Director, Joseph W. Dello Russo is the
Statutory Auditor, Robert DiBella is the President and Thomas B. Hastings is the
Assistant Statutory Auditor.
MFS TRUST
The Directors of MFS Trust are Martin E. Beaulieu, Stephen E. Cavan,
Janet A. Clifford, Joseph W. Dello Russo and Joseph A. Kosciuszek. Mr. Cavan is
President, Mr. Dello Russo is Treasurer, and Robert T. Burns is Clerk of MFS
Trust.
In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:
Donald A. Stewart Chairman, Sun Life Assurance Company of Canada,
Sun Life Centre, 150 King Street West, Toronto,
Ontario, Canada (Mr. Stewart is also an officer
and/or Director of various subsidiaries and
affiliates of Sun Life)
C. James Prieur President and a Director, Sun Life Assurance
Company of Canada, Sun Life Centre, 150 King
Street West, Toronto, Ontario, Canada (Mr.
Prieur is also an officer and/or Director of
various subsidiaries and affiliates of Sun
Life)
William W. Stinson Director, Sun Life Assurance Company of Canada,
Sun Life Centre, 150 King Street West, Toronto,
Ontario, Canada; Director, United Dominion
Industries Limited, Charlotte, N.C.; Director,
PanCanadian Petroleum Limited, Calgary,
Alberta; Director, LWT Services, Inc., Calgary
Alberta; Director, Western Star Trucks, Inc.,
Kelowna, British Columbia; Director, Westshore
Terminals Income Fund, Vancouver, British
Columbia; Director (until 4/99), Canadian
Pacific Ltd., Calgary, Alberta
ITEM 27. DISTRIBUTORS
(a) Reference is hereby made to Item 26 above.
(b) Reference is hereby made to Item 26 above; the principal
business address of each of these persons is 500 Boylston Street, Boston,
Massachusetts 02116.
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant at the following locations:
NAME ADDRESS
Massachusetts Financial 500 Boylston Street
Services Company (investment Boston, MA 02116
(adviser)
MFS Fund Distributors, Inc. 500 Boylston Street
(principal underwriter) Boston, MA 02116
State Street Bank and Trust State Street South
Company (custodian) 5 - West
North Quincy, MA 02171
MFS Service Center, Inc. 2 Avenue de Lafayette
(transfer agent) Boston, MA 02111
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts on the 24th day of April, 2000.
MFS GROWTH OPPORTUNITIES
FUND
By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on April 24, 2000.
SIGNATURE TITLE
--------- -----
JEFFREY L. SHAMES*
- -------------------------- Chairman, President (Principal
Jeffrey L. Shames Executive Officer) and Trustee
W. THOMAS LONDON* Treasurer (Principal Financial
- -------------------------- Officer and Principal Accounting
W. Thomas London Officer)
J. ATWOOD IVES* Trustee
- --------------------------
J. Atwood Ives
LAWRENCE T. PERERA* Trustee
- --------------------------
Lawrence T. Perera
WILLIAM J. POORVU* Trustee
- --------------------------
William J. Poorvu
CHARLES W. SCHMIDT* Trustee
- --------------------------
Charles W. Schmidt
ARNOLD D. SCOTT* Trustee
- --------------------------
Arnold D. Scott
ELAINE R. SMITH* Trustee
- --------------------------
Elaine R. Smith
DAVID B. STONE* Trustee
- --------------------------
David B. Stone
*By: JAMES R. BORDEWICK, JR.
---------------------------
Name: James R. Bordewick, Jr.
as Attorney-in-fact
Executed by James R. Bordewick, Jr.
on behalf of those indicated
pursuant to (i) a Power of Attorney
dated September 21, 1994,
incorporated by reference to the
Registran's Post-Effective
Amendment No. 33 filed with the
Securities and Exchange Commission
via EDGAR on April 28, 1995 and
(ii) a Power of Attorney dated
January 20, 1999; filed herewith.
<PAGE>
POWER OF ATTORNEY
MFS Growth Opportunities Fund
The undersigned officer of MFS Growth Opportunities Fund (the "Registrant")
hereby severally constitutes and appoints Arnold D. Scott, Stephen E. Cavan, W.
Thomas London, and James R. Bordewick, Jr., and each of them singly, as true and
lawful attorneys, with full power to them and each of them to sign for the
undersigned, in the name of, and in the capacity indicated below, any
Registration Statement and any and all amendments thereto and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission for the purpose of registering the Registrant
as a management investment company under the Investment Company Act of 1940
and/or the shares issued by the Registrant under the Securities Act of 1933
granting unto my said attorneys, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
or desirable to be done in the premises, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys or any of them may lawfully do or cause to be done by virtue
thereof.
In WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
20th day of January, 1999.
SIGNATURE TITLE
--------- -----
JEFFREY L. SHAMES* Principal Executive Officer
- --------------------------
Jeffrey L. Shames
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ----------- ---------------------- --------
8 (b) Amendment to Shareholder Servicing Agent Agreement,
dated April 1, 1999.
9 (b) Legal Opinion Consent.
10 Consent of Deloitte & Touche LLP.
<PAGE>
EXHIBIT NO. 99.8(b)
MFS GROWTH OPPORTUNITIES FUND
500 Boylston Street o Boston o Massachusetts o 02116
April 1, 1999
MFS Service Center, Inc.
500 Boylston Street
Boston, MA 02116
Dear Sir/Madam:
This will confirm our understanding that Exhibit B to the Shareholder
Servicing Agent Agreement between us, dated August 1, 1985, as amended, is
hereby amended, effective immediately, to read in its entirety as set forth on
Attachment 1 hereto.
Please indicate your acceptance of the foregoing by signing below.
Sincerely,
MFS GROWTH OPPORTUNITIES FUND
By: W. THOMAS LONDON
----------------------------
W. Thomas London
Treasurer
Accepted and Agreed:
MFS SERVICE CENTER, INC.
By: JOSEPH W. DELLO RUSSO
-------------------------------
Joseph W. Dello Russo
Treasurer
<PAGE>
ATTACHMENT 1
April 1, 1999
EXHIBIT B TO THE SHAREHOLDER
SERVICING AGENT AGREEMENT BETWEEN
MFS SERVICE CENTER, INC. ("MFSC")
AND MFS GROWTH OPPORTUNITIES FUND (the "Fund")
The fees to be paid by the Fund on behalf of its series with respect to all
shares of each series of the Fund to MFSC, for MFSC's services as shareholder
servicing agent, shall be 0.1000% of the average daily net assets of the Fund,
subject to applicable performance-related adjustments.
<PAGE>
EXHIBIT 99.9(b)
LEGAL OPINION CONSENT
I consent to the incorporation by reference in this Post-Effective Amendment No.
40 to the Registration Statement (File Nos. 2-36431 and 811-2032) (the
"Registration Statement") of MFS Growth Opportunities Fund (the "Registrant"),
of my opinion dated April 27, 1998, appearing in Registrant's Registration
Statement which was filed with the Securities and Exchange Commission on April
29, 1998.
JAMES R. BORDEWICK, JR.
- ---------------------------
James R. Bordewick, Jr.
Assistant Secretary and Assistant Clerk
Boston, Massachusetts
April 24, 2000
<PAGE>
EXHIBIT NO. 99.10
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 40 to Registration No. 2-36431 of MFS Growth Opportunities Fund, of our
report dated February 3, 2000, appearing in the annual report to shareholders
for the year ended December 31, 1999, and to the references to us under the
headings "Financial Highlights" in the Prospectus and "Independent Auditors and
Financial Statements" in the Statement of Additional Information, both of which
are part of such Registration Statement.
DELOTTE & TOUCHE LLP
- ---------------------------
Deloitte & Touche LLP
Boston, Massachusetts
April 24, 2000
