<PAGE>
As filed with the Securities and Exchange Commission on October 29, 1997
1933 Act File No. 2-14677
1940 Act File No. 811-859
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 64
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 25
MASSACHUSETTS INVESTORS GROWTH STOCK 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, MA 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 October 31, 1997 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>
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
SUPPLEMENT TO THE APRIL 1, 1997 PROSPECTUS AND STATEMENT OF ADDITIONAL
INFORMATION
The following information should be read in conjunction with the Fund's
Prospectus and Statement of Additional Information dated April 1, 1997 and
contains a description of Class C shares.
EXPENSE SUMMARY
<TABLE>
SHAREHOLDER TRANSACTION EXPENSES:
<CAPTION>
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Maximum Initial Sales Charge Imposed on Purchases of Fund Shares
(as a percentage of offering price) ............................ 5.75% 0.00% 0.00%
Maximum Contingent Deferred Sales Charge (as a percentage of
original purchase price or redemption proceeds, as applicable) . See Below(1) 4.00% 1.00%
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS):
Management Fees .................................................. 0.30% 0.30% 0.30%
Rule 12b-1 Fees .................................................. 0.21%(2) 1.00%(3) 1.00%(3)
Other Expenses(4) ................................................ 0.21% 0.21% 0.21%(5)
----- ----- -----
Total Operating Expenses ......................................... 0.72% 1.51% 1.51%
</TABLE>
- ----------
(1) Purchases of $1 million or more and certain purchases by retirement plans
are not subject to an initial sales charge; however, a contingent deferred
sales charge (a "CDSC") of 1.00% will be imposed on such purchases in the
event of certain redemption transactions within 12 months following such
purchases (see "Information Concerning Shares of the Fund -- Purchases"
below).
(2) The Fund has adopted a distribution plan for its shares in accordance with
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act") (the "Distribution Plan"), which provides that it will pay
distribution/service fees aggregating up to (but not necessarily all of)
0.35% per annum of the average daily net assets attributable to Class A
shares. Payment of the 0.10% per annum Class A distribution fee will
commence on such date as the Trustees of the Trust may determine. Assets
attributable to Class A shares sold prior to March 1, 1991 are subject to a
service fee of 0.15% per annum. Distribution expenses paid under this plan,
together with the initial sales charge, may cause long-term shareholders to
pay more than the maximum sales charge that would have been permissible if
imposed entirely as an initial sales charge. See "Information Concerning
Shares of the Fund -- Distribution Plan" below and in the Prospectus.
(3) The Fund's Distribution Plan provides that it will pay distribution/ service
fees aggregating up to 1.00% per annum of the average daily net assets
attributable to Class B shares and Class C shares, respectively.
Distribution expenses paid under the Distribution Plan with respect to Class
B or Class C Shares, together with any CDSC payable upon redemption of Class
B or Class C shares, may cause long-term shareholders to pay more than the
maximum sales charge that would have been permissible if imposed entirely as
an initial sales charge. See "Information Concerning Shares of the Fund --
Distribution Plan" below and in the Prospectus.
(4) 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 under "Other Expenses."
(5) Based on Class A expenses incurred during the Fund's last fiscal year.
<PAGE>
EXAMPLE OF EXPENSES
An investor would pay the following dollar amounts of expenses on a $1,000
investment in the Fund, assuming (a) a 5% annual return and (b) redemption at
the end of each of the time periods indicated (unless otherwise noted):
<TABLE>
<CAPTION>
PERIOD CLASS A CLASS B CLASS C
- ------ ----------- ------------ ------------
(1) (1)
<S> <C> <C> <C> <C> <C>
1 year .............................................. $ 64 $ 55 $ 15 $25 $15
3 years ............................................. 79 78 48 48 48
5 years ............................................. 95 102 82
10 years ............................................. 142 159(2) 159(2)
</TABLE>
- ----------
(1) Assumes no redemption.
(2) Class B shares convert to Class A shares approximately eight years after
purchase; therefore, years nine and ten reflect Class A expenses.
The purpose of the expense table above is to assist investors in understanding
the various costs and expenses that a shareholder of the Fund will bear
directly or indirectly. More complete descriptions of the following expenses
of the Fund are set forth in the following sections of the Prospectus: (i)
varying sales charges on share purchases -- "Purchases"; (ii) varying CDSCs --
"Purchases"; (iii) management fees -- "Investment Adviser"; and (iv) Rule 12b-1
(i.e., distribution plan) fees -- "Distribution Plan."
THE "EXAMPLE" SET FORTH ABOVE SHOULD NOT BE CONSIDERED A REPRESENTTION OF PAST
OR FUTURE EXPENSES OF THE FUND; ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.
<PAGE>
CONDENSED FINANCIAL INFORMATION
The following information has been audited for the latest five fiscal years
(except where noted) and should be read in conjunction with the financial
statements included in the Fund's Annual Report to shareholders and subsequent
Semiannual Report which are incorporated by reference into the Statement of
Additional Information. The financial statements for all but the most recent
six months are included in reliance upon the report of the Fund's independent
auditors, given upon their authority as experts in accounting and auditing.
The Fund's current auditors are Deloitte & Touche LLP.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED NOVEMBER 30,
MAY 31, 1997 --------------------------------------------------
(UNAUDITED) 1996 1995 1994 1993 1992
---------- ---- ---- ---- ---- ----
CLASS A
--------------------------------------------------------------------
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD):
<S> <C> <C> <C> <C> <C> <C>
Net asset value -- beginning of period ............... $ 13.44 $ 12.51 $ 10.48 $ 12.97 $ 12.15 $10.87
Income from investment operations# --
Net investment loss ................................ $ -- $ (0.01) $ (0.01) $ (0.01) $ (0.01) $(0.03)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions ..... 1.63 2.55 3.12 (0.49) 1.55 2.07
------- ------- ------- ------- ------- ------
Total from investment operations ............... $ 1.63 $ 2.54 $ 3.11 $ (0.50) $ 1.54 $ 2.04
------- ------- ------- ------- ------- ------
Less distributions declared to shareholders --
From net realized gain on investments
and foreign currency transactions ................. $ (3.10) $ (1.61) $ (1.08) $ (1.99) $ (0.72) $(0.76)
Net asset value -- end of period ..................... $ 11.97 $ 13.44 $ 12.51 $ 10.48 $ 12.97 $12.15
======= ======= ======= ======= ======= ======
Total return* ........................................ 16.53%++ 23.87% 32.91% (5.00)% 13.43% 19.35%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Expenses## ......................................... 0.73%+ 0.72% 0.73% 0.72% 0.71% 0.67%
Net investment loss ................................ (0.07)%+ (0.05)% (0.08)% (0.06)% (0.19)% (0.24)%
PORTFOLIO TURNOVER ................................... 57% 107% 46% 56% 52% 16%
AVERAGE COMMISSION RATE### ........................... $0.0610 $0.0611 $ -- $ -- $ -- $ --
NET ASSETS AT END OF PERIOD (000,000 OMITTED) ........ $ 1,436 $ 1,341 $ 1,180 $ 977 $ 1,132 $1,070
+Annualized.
++Not annualized.
#Per share data for the periods subsequent to November 30, 1992, are based on average shares outstanding.
##For the fiscal years ended after September 1, 1995, the Fund's expenses are calculated without reduction for fees paid
indirectly.
###Average commission rate is calculated for funds with fiscal years beginning on or after September 1, 1995.
*Total returns for Class A shares do not include the applicable sales charge. If the charge had been included, the
results would have been lower.
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS -- CONTINUED
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
--------------------------------------------------
1991 1990 1989 1988 1987
CLASS A
--------------------------------------------------
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD):
<S> <C> <C> <C> <C> <C>
Net asset value -- beginning of period ........................ $ 8.48 $ 10.70 $ 8.39 $ 9.05 $ 9.69
Income from investment operations --
Net investment income ....................................... $ 0.01 $ 0.05 $ 0.09 $ 0.12 $ 0.18
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions ...................................... 2.93 (1.02) 3.14 0.64 (0.68)
------- ------- ------- ------- ------
Total from investment operations $ 2.94 $ (0.97) $ 3.23 $ 0.76 $(0.50)
------- ------- ------- ------- ------
Less distributions declared to shareholders --
From net investment income .................................. $ (0.03) $ (0.05) $ (0.08) $ (0.15) $(0.14)
From net realized gain on investments
and foreign currency transactions .......................... (0.52) (1.20) (0.84) (1.27) --
------- ------- ------- ------- ------
Total distributions declared to shareholders ............ $ (0.55) $ (1.25) $ (0.92) $ (1.42) $(0.14)
------- ------- ------- ------- ------
Net asset value -- end of period .............................. $ 10.87 $ 8.48 $ 10.70 $ 8.39 $ 9.05
======= ======= ======= ======= ======
Total return(+) ............................................... 36.56% (10.27)% 42.14% 8.21% (5.57)%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Expenses .................................................... 0.63% 0.53% 0.54% 0.58% 0.50%
Net investment income ....................................... 0.14% 0.55% 0.91% 1.27% 1.60%
PORTFOLIO TURNOVER ............................................ 39% 44% 32% 75% 66%
NET ASSETS AT END OF PERIOD (000 OMITTED) ..................... $ 950 $ 749 $ 907 $ 735 $ 774
</TABLE>
(+)Total returns for Class A shares do not include the applicable sales
charge (except for reinvested dividends prior to March 1, 1991). If
the charge had been included, the result would have been lower.
<PAGE>
FINANCIAL HIGHLIGHTS -- CONTINUED
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED NOVEMBER 30,
MAY 31, 1997 ---------------------------------------
(UNAUDITED) 1996 1995 1994 1993*
----------- ---- ---- ---- -----
CLASS B
---------------------------------------------------
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD):
<S> <C> <C> <C> <C> <C>
Net asset value -- beginning of period ................. $ 13.12 $ 12.26 $ 10.35 $ 12.93 $12.91
------- ------- ------- ------- ------
Income from investment operations# --
Net investment loss .................................. $ (0.04) $ (0.11) $ (0.11) $ (0.09) $(0.01)
Net realized and unrealized gain (loss)
on investments and foreign currency transactions .... 1.57 2.51 3.10 (0.50) 0.03
------- ------- ------- ------- ------
Total from investment operations ................. $ 1.53 $ 2.40 $ 2.99 $ (0.59) $ 0.02
------- ------- ------- ------- ------
Less distributions declared to shareholders --
From net realized gain on investments and foreign
currency transactions ............................... $ (3.01) $ (1.54) $ (1.08) $ (1.99) --
------- ------- ------- ------- ------
Net asset value -- end of period ....................... $ 11.64 $ 13.12 $ 12.26 $ 10.35 $12.93
======= ======= ======= ======= ======
Total return ........................................... 15.97%++ 22.87% 32.09% (5.82)% 0.70%+
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Expenses## ........................................... 1.53%+ 1.61% 1.63% 1.60% 1.49%+
Net investment loss .................................. (0.81)%+ (0.94)% (0.98)% (0.87)% (0.99)%+
PORTFOLIO TURNOVER ..................................... 57% 107% 46% 56% 52%
AVERAGE COMMISSION RATE### ............................. $0.0610 $0.0611 $ -- $ -- $ --
NET ASSETS AT END OF PERIOD (000,000 OMITTED) .......... $ 43 $ 25 $ 14 $ 9 $ 2
*For the period from the commenceent of offering of Class B shares, September 7, 1993, through November 30, 1993.
+Annualized.
++Not annualized.
#Per share data are based on average shares outstanding.
##For the years ended after September 1, 1995, the Fund's expenses are calculated without reduction for fees paid
indirectly.
###Average commission rate is calculated for funds with fiscal years beginning on or after September 1, 1995.
</TABLE>
<PAGE>
THE FUND
Three classes of shares of the Fund currently are offered for sale to the
general public. Class A shares are offered at net asset value plus an initial
sales charge up to a maximum of 5.75% of the offering price (or a CDSC of
1.00% upon redemption during the first year in the case of purchases of $1
million or more and certain purchases by retirement plans) and subject to an
annual distribution and service fee up to a maximum of 0.35% per annum. Class
B shares are offered at net asset value without an initial sales charge but
are subject to a CDSC upon redemption (declining from 4.00% during the first
year to 0% after six years) and an annual distribution fee and service fee up
to a maximum of 1.00% per annum. Class B shares will convert to Class A shares
approximately eight years after purchase. Class C shares are offered at net
asset value without an initial sales charge but are subject to a CDSC of 1.00%
upon redemption during the first year and an annual distribution and service
fee up to a maximum of 1.00% per annum. Class C shares do not convert to any
other class of shares of the Fund. In addition, the Fund offers an additional
class of shares, Class I shares, exclusively to certain institutional
investors. Class I shares are made available by means of a separate Prospectus
Supplement provided to institutional investors eligible to purchase Class I
shares and are offered at net asset value without an annual distribution and
service fee.
INFORMATION CONCERNING SHARES OF THE FUND
PURCHASES
The Fund offers three classes of shares to the general public which bear sales
charges and distribution fees in different forms and amounts. Class A and
Class B shares are described in the Prospectus and SAI and Class C shares are
described below.
CLASS C SHARES: Class C shares are offered at net asset value without an
initial sales charge but are subject to a CDSC of 1.00% upon redemption during
the first year. Class C shares do not convert to any other class of shares of
the Fund. The maximum investment in Class C shares that may be made is up to
$1,000,000 per transaction.
The CDSC imposed is assessed against the lesser of the value of the shares
redeemed (exclusive of reinvested dividend and capital gain distributions) or
the total cost of such shares. No CDSC is assessed against shares acquired
through the automatic reinvestment of dividend or capital gain distributions.
See "Redemptions and Repurchases -- Contingent Deferred Sales Charge" below
for further discussion of the CDSC.
MFS Fund Distributors ("MFD") will pay dealers 1.00% of the purchase price of
Class C shares purchased through dealers and, as compensation therefor, MFD
will retain the 1.00% per annum distribution and service fee paid under the
Fund's Distribution Plan to MFD for the first year after purchase (see
"Distribution Plan" below).
Class C shares are not currently available for purchase by any retirement plan
qualified under Sections 401}a{ or 403}b{ of the Internal Revenue Code of
1986, as amended (the "Code") if the retirement plan and/or the sponsoring
organization subscribe to the MFS FUNDamental 401}k{ Plan or another similar
recordkeeping program made available by the Shareholder Servicing Agent.
WAIVERS OF CDSC. In certain circumstances, the CDSC imposed upon redemption of
Class C shares is waived. Where these circumstances are described in Appendix
A in the Prospectus as applicable to "Class B shares" or "all shares," they
also apply to Class C shares.
EXCHANGES
Some or all of the Class C shares in an account with the Fund for which
payment has been received by the Fund (i.e., an established account) may be
exchanged for Class C shares of any of the other funds in the MFS Family of
Funds ("MFS Funds") at net asset value (if available for sale). No CDSC will
be imposed in connection with an exchange from Class C shares of the Fund to
any other MFS Fund; however, the holding period for purposes of calculating
the CDSC will carry over to the acquired shares.
REDEMPTIONS AND REPURCHASES
CONTINGENT DEFERRED SALES CHARGE: Investments in Class C shares ("Direct
Purchases") will be subject to a 1.00% CDSC upon redemption for a period of 12
months. Purchases of Class C shares made during a calendar month, regardless
of when during the month the investment occurred, will age one year at the
close of business on the last day of such month in the following calendar year
and each subsequent year.
At the time of a redemption, the amount by which the value of a shareholder's
account represented by Direct Purchases exceeds the sum of 12 months of Direct
Purchases may be redeemed without charge ("Free Amount"). Moreover, no CDSC is
ever assessed on additional shares acquired through the automatic reinvestment
of dividend or capital gain distributions ("Reinvested Shares"). Therefore, at
the time of redemption of Class C shares, }i{ any Free Amount is not subject
to the CDSC and (ii) the amount of the redemption equal to the then-current
value of Reinvested Shares is not subject to the CDSC, but (iii) any amount of
the redemption in excess of the aggregate of the then-current value of
Reinvested Shares and the Free Amount is subject to a CDSC. The CDSC will
first be applied against the amount of Direct Purchases made which will result
in any such charge being imposed at the lowest possible rate.
The applicability of a CDSC for Class C shares will be unaffected by exchanges
or transfers of registration, except as described in the Prospectus for Class
B shares.
Reinstatement Privilege: -- Class C shareholders of the Fund who have redeemed
their shares have a one-time right to reinvest the redemption proceeds in the
same class of shares of any of the MFS Funds (if shares of such Fund are
available for sale) at net asset value (with a credit for any CDSC paid)
within 90 days of the redemption pursuant to the Reinstatement Privilege. If
the Class C shares credited for any CDSC paid are then redeemed within 12
months of the initial purchase, a CDSC will be imposed upon redemption. Such
purchases under the Reinstatement Privilege are subject to all limitations in
the Statement of Additional Information regarding the privilege.
DISTRIBUTION PLANS
The Trustees have adopted a Distribution Plan for Class A, Class B and Class C
shares pursuant to Section 12(b) of the 1940 Act and Rule 12b-1 thereunder
(the "Distribution Plan"), after having concluded that there is reasonable
likelihood that the Distribution Plan would benefit the Fund and its
shareholders. The features common to each Class of shares are described in the
Prospectus and apply to Class C shares.
Features Unique to Each Class of Shares: -- There are certain features of the
Distribution Plan that are unique to Class C shares, as described below.
Class C Shares. -- Class C shares are offered at net asset value without an
initial sales charge but subject to a CDSC. See "Purchases -- Class C shares"
above. MFD will pay a commission to dealers of 1.00% of the purchase price of
Class C shares purchased through dealers at the time of purchase. In
compensation for this 1.00% commission paid by MFD to dealers, MFD will retain
the 1.00% per annum Class C distribution and service fees paid by the Fund
with respect to such shares for the first year after purchase, and dealers
will become eligible to receive from MFD the ongoing 1.00% per annum
distribution and service fees paid by the Fund to MFD with respect to such
shares commencing in the thirteenth month following purchase.
This ongoing 1.00% fee is comprised of the 0.25% per annum service fee paid to
MFD under the Distribution Plan (which MFD in turn pays to dealers), as
discussed above, and a distribution fee paid to MFD (which MFD also in turn
pays to dealers) under the Distribution Plan equal, on an annual basis, to
0.75% of the Fund's average daily net assets attributable to Class C shares.
Current Level of Distribution and Service Fees: -- The Fund's Class C
distribution/service fee for its current fiscal year is equal to 1.00% per
annum of the average daily net assets attributable to the Fund's Class C
shares.
DISTRIBUTIONS
Distributions paid by the Fund with respect to Class A shares will generally
be greater than those paid with respect to Class B and Class C shares because
expenses attributable to Class B and Class C shares will generally be higher.
DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES
The Fund has three classes of shares which it offers to the general public
entitled Class A, Class B and Class C Shares of Beneficial Interest (without
par value).
PERFORMANCE INFORMATION
Total rate of return quotations for Class C shares, if quoted for periods of
one year or less, will give effect to the imposition of the 1.00% CDSC
assessed upon redemption of Class C shares during the first year. Such total
rate of return quotations may be accompanied by quotations which do not
reflect the deduction of the CDSC, and will thus be higher. Yield and
distribution rate calculations for Class C shares assume no CDSC is paid.
SHAREHOLDER SERVICES
LETTER OF INTENT: Purchases of Class C shares will apply toward the
completion of the requirements under a Letter of Intent with respect to the
purchase of Class A shares. See the Prospectus for further information on the
Letter of Intent.
RIGHT OF ACCUMULATION: The current offering price value of an investor's
holdings of Class C shares will apply toward cumulative quantity discounts on
purchases of Class A shares. See the Prospectus for further information on the
Right of Accumulation.
SYSTEMATIC WITHDRAWAL PLAN: The aggregate withdrawals of Class C shares in
any year pursuant to a Systematic Withdrawal Plan ("SWP") will not be subject
to a CDSC and generally are limited to 10% of the value of the account at the
time of establishment of the SWP.
INDEPENDENT AUDITORS AND FINANCIAL STATEMENTS
Deloitte & Touche LLP are the Fund's independent auditors providing audit
services, tax return preparation and assistance and consultation with respect
to the preparation of filings with the SEC.
The Portfolio of Investments at November 30, 1996, the Statement of Assets and
Liabilities at November 30, 1996, the Statement of Operations for the year
ended November 30, 1996, the Statement of Changes in Net Assets for the years
ended November 30, 1996 and 1995, and the Notes to Financial Statements and
the Independent Auditors' Report, each of which is included in the Annual
Report to Shareholders of the Fund, are incorporated by reference into the
Fund's SAI and have been so incorporated in reliance upon the report of
Deloitte & Touche LLP, independent auditors, as experts in accounting and
auditing.
The Portfolio of Investments (unaudited) at May 31, 1997, the Statement of
Assets and Liabilities (unaudited) at May 31, 1997, the Statement of
Operations (unaudited) for the six months ended May 31, 1997, the Statement of
Changes in Net Assets (unaudited) for the six months ended May 31, 1997 and
the Notes to Financial Statements (unaudited), which are included in the
Semiannual Report to shareholders of the Fund, are incorporated by reference
into the Fund's SAI.
A copy of the Semiannual Report and the Annual Report accompany the Fund's
SAI.
THE DATE OF THIS SUPPLEMENT IS NOVEMBER 1, 1997
<PAGE>
The Prospectus dated April 1, 1997 of Massachusetts Investors Growth Stock Fund
is incorporated in this Post-Effective Amendment No. 64 by reference to the
Prospectus of Massachusetts Investors Growth Stock Fund filed by the Registrant
pursuant to rule 497(j) under the Securities Act of 1933, as amended (File No.
2-14677), with the Securities and Exchange Commission on April 1, 1997.
<PAGE>
The Statement of Additional Information dated April 1, 1997 of Massachusetts
Investors Growth Stock Fund is incorporated in this Post-Effective Amendment No.
64 by reference to the Statement of Additional Information of Massachusetts
Investors Growth Stock Fund filed by the Registrant pursuant to Rule 497(j)
under the Securities Act of 1933, as amended (File No. 2-14677), with the
Securities and Exchange Commission on April 1, 1997.
<PAGE>
The Annual Report to Shareholders dated November 30, 1996 of Massachusetts
Investors Growth Stock Fund (File No. 811-859) is incorporated in this
Post-Effective Amendment No. 64 by reference to the Post-Effective Amendment No.
63 to the Registration Statement (File No. 2-14677) of Massachusetts Investors
Growth Stock Fund filed by the Registrant with the Securities and Exchange
Commission on March 27, 1997.
<PAGE>
The Semi-Annual Report to Shareholders dated May 31, 1997 of Massachusetts
Investors Growth Stock Fund (File No. 811-859) is incorporated in this
Post-Effective Amendment No. 64 by reference to the Semi-Annual report to
Shareholders filed by the Registrant with the Securities and Exchange Commission
on August 5, 1997.
<PAGE>
<PAGE>
[logo] Annual Report
INVESTMENT MANAGEMENT for Year Ended
November 30, 1996
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
[graphic omitted: Open Pocket Watch]
AMERICA LEARNS HOW "WE INVENTED THE MUTUAL FUND" (see page 27)
<PAGE>
TABLE OF CONTENTS
Letter from the Chairman ................................................... 1
A Discussion with the Portfolio Manager .................................... 3
Portfolio Manager's Profile ................................................ 5
Fund Facts ................................................................. 5
Performance Summary ........................................................ 6
Portfolio of Investments ................................................... 9
Financial Statements .......................................................14
Notes to Financial Statements ..............................................20
Independent Auditors' Report ...............................................25
The MFS Family of Funds ....................................................28
Trustees and Officers ......................................................29
- ------------------------------------------------------------------------------
HIGHLIGHTS
o FOR THE 12 MONTHS ENDED NOVEMBER 30, 1996, CLASS A SHARES OF THE FUND
PROVIDED A TOTAL RETURN AT NET ASSET VALUE OF 23.87%, WHILE CLASS B SHARES
RETURNED 22.87%.
o THE FUND BENEFITED FROM A FAVORABLE ECONOMIC ENVIRONMENT OF LOW INFLATION,
LOW INTEREST RATES, AND MODEST BUT STEADY ECONOMIC GROWTH, WHICH LED TO
STRONG CORPORATE PROFITABILITY.
o TECHNOLOGY COMPANIES EXHIBITED THE FASTEST GROWTH RATES AT THE MOST
REASONABLE PRICES, WHILE U.S. TECHNOLOGY COMPANIES HAVE EXTENDED THEIR
DOMESTIC POSITIONS TO MANY OVERSEAS MARKETS.
o THE MEDIA SECTOR PERFORMED WELL FOR THE FUND, PARTICULARLY FOLLOWING THE
PASSAGE OF THE TELECOMMUNICATION ACT OF 1996. RADIO AND TELEVISION STOCKS
RESPONDED FAVORABLY TO INDUSTRY CONSOLIDATION.
- ------------------------------------------------------------------------------
<PAGE>
LETTER FROM THE CHAIRMAN
[Photo of A. Keith Brodkin]
A. Keith Brodkin
Dear Shareholders:
The U.S. economy appears to have settled into a pattern of moderate growth and
inflation -- two factors that we think can be important contributors to a
favorable long-term investment climate. During the first quarter of 1996, real
(inflation-adjusted) economic growth was 2.3% on an annualized basis, followed
by a rate of 4.7% in the second quarter. However, this unexpectedly high level
was followed by a more moderate 2.0% pace during the third quarter. Overall,
real growth in gross domestic product has surpassed our expectations this year,
and we now expect that growth for all of 1996 could exceed 2.5%. While the
consumer appears to be carrying an excessive debt load, this sector, which
represents two-thirds of the economy, provided some support to the automobile
and housing markets throughout much of the year. Consumer spending has also been
positively impacted by widespread job growth and, more recently, modestly rising
wages. Retail sales, which have been flat for several months, appear to be
improving during the holiday shopping season. The economies of Europe and Japan,
meanwhile, continue to be in the doldrums, weakening U.S. export markets.
Finally, the capital spending plans of American corporations are far from
robust. Thus, while economic growth should continue, we expect some slackening
toward the end of the year.
We believe U.S. equity investors should lower their expectations for 1997.
The expected slowdown in corporate earnings growth and interest rate increases
earlier in the year have raised some near-term concerns, as was seen in July's
stock-market correction. Further increases in interest rates and an acceleration
of inflation, coupled with an additional slowdown in corporate earnings growth,
could have a negative effect on the stock market in the near term. However, to
the extent that some earnings disappointments are taken as a sign that the
economy is not overheating, this may prove beneficial for the equity market's
longer-term health. We believe many of the technology-driven productivity gains
that U.S. companies have made in recent years will continue to enhance corporate
America's competitiveness and profitability. Thus, while we have some near-term
concerns, we remain quite constructive on the long-term viability of the equity
market.
Finally, as you may notice, this report to shareholders incorporates a number
of changes which we hope you will find informative and useful. Following a
discussion with the Portfolio Manager, we have added new information on the
Fund's holdings, including charts illustrating the portfolio's concentration in
the types of investments that meet its criteria. Near the back of the report,
telephone numbers and addresses are listed if you would like to contact MFS.
We appreciate your support and welcome any questions or comments you may
have.
Respectfully,
/s/ A. Keith Brodkin
A. Keith Brodkin
Chairman and President
December 12, 1996
<PAGE>
A DISCUSSION WITH THE PORTFOLIO MANAGER
[Photo of Christian Felipe]
Christian Felipe
For the 12 months ended November 30, 1996, Class A shares of the Fund provided a
total return of 23.87%, while Class B shares returned 22.87%. These returns
assume the reinvestment of distributions but exclude the effects of any sales
charges and compare to the 27.85% return for the Standard & Poor's 500 Composite
Index (the S&P 500), a popular, unmanaged index of common stock performance.
Q. CAN YOU DISCUSS SOME OF THE THINGS YOU THINK AFFECTED THE FUND'S PERFORMANCE
OVER THE PAST YEAR?
A. Performance was driven by a favorable economic environment of low inflation,
low interest rates, and modest but steady economic growth. This led to strong
corporate profitability and rising price-to-earnings ratios.
Q. HOW WOULD YOU DESCRIBE THE BUSINESS AND ECONOMIC ENVIRONMENT YOU FACED OVER
THE PAST YEAR, PARTICULARLY AS IT RELATES TO THE FUND?
A. We saw an economic environment that was characterized by a productivity-led
expansion. Massive capital spending by major corporations on their technology
infrastructure helped contribute to an economy that was able to grow without
price increases, as technology spending allowed companies to reduce payrolls and
increase profits without raising prices. The employment picture was also helped
by a large number of start-up companies, many of which were financed through
initial public offerings. This helped pick up some of the slack created by
restructurings at some of the larger companies.
Q. WE NOTICED THAT TECHNOLOGY STOCKS MAKE UP THE LARGEST SECTOR IN THE FUND.
WHAT IS IT YOU LIKE ABOUT THIS SECTOR, AND COULD YOU DISCUSS ANY SUB-GROUPS
WITHIN TECHNOLOGY THAT YOU FIND PARTICULARLY ATTRACTIVE?
A. The technology group has exhibited the fastest growth rates at the most
reasonable prices. U.S. technology companies have also been able to extend their
domestic positions to many overseas markets.
Q. COULD YOU GIVE US SOME OF YOUR FAVORITE TECHNOLOGY HOLDINGS AND TELL US WHAT
YOU THINK MAKES THEM ATTRACTIVE?
A. Microsoft is the Fund's biggest position. The company dominates virtually
every area of the computer software industry, yet its growth prospects today are
greater than ever. New opportunities include the Internet, cable television, and
relational databases. This position has been held in the Fund for several years,
as has Intel, another favorite due to its near-monopoly position in
microprocessors.
Q. IN GENERAL, WHAT CHARACTERISTICS OR QUALITIES DO YOU LOOK FOR IN SELECTING
STOCKS FOR THE FUND?
A. We look for companies with dominant worldwide franchises that allow them to
generate a return significantly ahead of their cost of capital. This leads us to
companies with tremendous free cash flows, which we buy when we feel their
valuations have reached attractive levels.
Q. CAN YOU TALK ABOUT SOME OTHER STOCKS OR SECTORS THAT PERFORMED AS WELL AS OR
BETTER THAN EXPECTED, AND TELL US WHY YOU THINK THEY DID WELL?
A. The media sector performed very well for us, particularly following passage
of the Telecommunication Act of 1996. Radio and TV stocks responded favorably to
massive industry consolidation. Westinghouse bought Infinity Broadcasting early
in the year, and AT&T has recently decided to sell its position in LIN
Broadcasting.
Q. NOW, COULD YOU TALK ABOUT SOME STOCKS OR SECTORS THAT DID NOT PERFORM AS WELL
AS YOU EXPECTED?
A. The HMO (health maintenance organizations) stocks were poor performers for
the Fund due to poor industry pricing. This situation appears to have been
corrected, and we are encouraged by prospects for this group in 1997.
Q. CAN YOU TELL US ABOUT SOME SECTORS YOU MIGHT BE AVOIDING, AND WHY?
A. We are avoiding many commodity-technology companies due to the cyclical
nature of these industries. Personal computer, disk drive, and memory
semiconductor companies are some examples.
Q. AS YOU LOOK AHEAD, WHAT CHANGES DO YOU SEE IN THE OVERALL MARKET OR ECONOMIC
ENVIRONMENT, PARTICULARLY AS IT RELATES TO THE FUND, AND HOW ARE YOU POSITIONING
THE FUND TO TRY TO TAKE ADVANTAGE OF THOSE CHANGES?
A. We anticipate no significant change, but rather a continuing environment of
steady growth, low inflation, and stable-to-falling interest rates. Technology,
media, financial services, and health care are some of the major sectors that we
anticipate will benefit from this environment.
Respectfully,
/s/ Christian Felipe
Christian Felipe
Portfolio Manager
<PAGE>
- -------------------------------------------------------------------------------
PORTFOLIO MANAGER'S PROFILE
CHRISTIAN FELIPE IS SENIOR VICE PRESIDENT OF MASSACHUSETTS FINANCIAL SERVICES
(MFS) AND PORTFOLIO MANAGER OF MFS EMERGING EQUITIES FUND AND MASSACHUSETTS
INVESTORS GROWTH STOCK FUND. MR. FELIPE JOINED MFS IN 1986 IN THE RESEARCH
DEPARTMENT. HE WAS NAMED INVESTMENT OFFICER IN 1987, ASSISTANT VICE PRESIDENT -
INVESTMENTS IN 1988, VICE PRESIDENT - INVESTMENTS IN 1989, AND SENIOR VICE
PRESIDENT IN 1996.
MR. FELIPE IS A GRADUATE OF THE UNIVERSITY OF CALIFORNIA, LOS ANGELES AND THE
WHARTON SCHOOL OF BUSINESS AT THE UNIVERSITY OF PENNSYLVANIA.
- -------------------------------------------------------------------------------
LARGEST SECTORS
Technology 37.3%
Other Sectors 17.9%
Health Care 14.2%
Leisure 13.7%
Retailing 9.2%
Financial Services 7.7%
- ------------------------------------------------------------------------------
FUND FACTS
STRATEGY: THE FUND'S OBJECTIVE IS TO PROVIDE LONG-TERM GROWTH OF
CAPITAL AND FUTURE INCOME RATHER THAN CURRENT INCOME.
COMMENCEMENT OF
INVESTMENT OPERATIONS: JANUARY 1, 1935
SIZE: $1.4 BILLION NET ASSETS AS OF NOVEMBER 30, 1996
- ------------------------------------------------------------------------------
<PAGE>
PERFORMANCE SUMMARY
The information below and on the following page illustrates the historical
performance of Massachusetts Investors Growth Stock Fund Class A shares in
comparison to various market indicators. Class A share performance results
reflect the deduction of the 5.75% maximum sales charge; benchmark comparisons
are unmanaged and do not reflect any fees or expenses. You cannot invest in an
index. All results are historical and assume the reinvestment of dividends and
capital gains. The performance of Class B shares will be greater or less than
the line shown, based on differences in loads and fees.
GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT
(For the 5-Year Period ended November 30, 1996)
Massachusetts Investors
Growth Stock Fund Consumer S&P 500
Class A Price Index - U.S. Composite Index
----------------------- ------------------ ---------------
11/91 $ 9,428 $10,000 $10,000
11/92 11,252 10,305 11,841
11/93 12,763 10,581 13,035
11/94 12,126 10,864 13,169
11/95 16,116 11,143 18,018
11/96 19,963 11,524 23,020
GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT
(For the 10-Year Period ended November 30, 1996)
Massachusetts Investors
Growth Stock Fund Consumer S&P 500
Class A Price Index - U.S. Composite Index
----------------------- ------------------ ---------------
11/86 $ 9,426 $10,000 $10,000
11/88 9,615 10,891 11,735
11/90 12,321 12,113 14,808
11/92 20,085 12,856 21,097
11/94 21,644 13,553 23,463
11/96 35,634 14,377 41,017
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mass. Investors Growth Stock Fund (Class A)
including 5.75% sales charge +16.78% +13.81% +14.82% +13.55%
- -------------------------------------------------------------------------------------------------------------------------------
Mass. Investors Growth Stock Fund (Class A)
at net asset value +23.87% +16.08% +16.19% +14.22%
- -------------------------------------------------------------------------------------------------------------------------------
Mass. Investors Growth Stock Fund (Class B)
with CDSC +18.87% +14.43% +15.36% +13.93%
- -------------------------------------------------------------------------------------------------------------------------------
Mass. Investors Growth Stock Fund (Class B)
without CDSC +22.87% +15.19% +15.58% +13.93%
- -------------------------------------------------------------------------------------------------------------------------------
Average growth fund** +21.09% +16.78% +15.77% +13.39%
- -------------------------------------------------------------------------------------------------------------------------------
Consumer Price Index* + 3.42% + 2.89% + 2.88% + 3.70%
- -------------------------------------------------------------------------------------------------------------------------------
Standard & Poor's 500 Composite Index+ +27.85% +20.88% +18.15% +15.16%
- -------------------------------------------------------------------------------------------------------------------------------
* The Consumer Price Index is a popular measure of change in prices.
** Source: Lipper Analytical Services.
+ Source: CDA/Wiesenberger
</TABLE>
Investment return and principal value will fluctuate, and shares, when redeemed,
may be worth more or less than their original cost. Past performance is no
guarantee of future results.
Class B results with contingent deferred sales charge (CDSC), reflect the
applicable CDSC, which declines over six years as follows: 4%, 4%, 3%, 3%, 2%,
1%, 0%.
Class B share performance includes the performance of the Fund's Class A shares
for periods prior to the commencement of offering of Class B shares on September
7, 1993. Sales charges and operating expenses for Class A and Class B shares
differ. The Class A share performance, which is included within the Class B
share performance with CDSC, has been adjusted to reflect the CDSC generally
applicable to Class B shares rather than the initial sales charge generally
applicable to Class A shares. Class B share performance has not been adjusted,
however, to reflect differences in operating expenses (e.g., Rule 12b-1 fees),
which generally are lower for Class A shares.
Fund results reflect any applicable expense subsidies and waivers, without which
the performance results would have been less favorable. Subsidies and waivers
may be rescinded at any time. See the prospectus for details.
- ------------------------------------------------------------------------------
TOP TEN HOLDINGS
MICROSOFT CORP. CABLETRON SYSTEMS, INC.
Computer software and systems company Computer network company
COMPUTER ASSOCIATES INTERNATIONAL, INC. GANNETT CO., INC.
Computer software company Newspaper, television, and radio
company
INTEL CORP.
Semiconductor manufacturer CISCO SYSTEMS, INC.
Computer network developer
FRANKLIN RESOURCES, INC.
Mutual fund and financial services UNITED HEALTHCARE CORP.
company Health maintenance organization
MCI COMMUNICATIONS CORP. BMC SOFTWARE, INC.
Telecommunications company Computer software company
- ------------------------------------------------------------------------------
<PAGE>
PORTFOLIO OF INVESTMENTS - November 30, 1996
Stocks - 91.3%
- -----------------------------------------------------------------------------
Issuer Shares Value
- -----------------------------------------------------------------------------
U.S. Stocks - 89.5%
Aerospace - 0.8%
Boeing Co. 50,000 $ 4,968,750
General Dynamics Corp. 40,800 3,009,000
Gulfstream Aerospace Corp.* 65,000 1,560,000
McDonnell Douglas Corp. 25,000 1,321,875
----------------
$ 10,859,625
- -----------------------------------------------------------------------------
Apparel and Textiles - 0.3%
Nike, Inc., "B" 76,400 $ 4,345,250
- -----------------------------------------------------------------------------
Banks and Credit Companies - 0.5%
Citicorp 57,000 $ 6,227,250
Compass Bancshares, Inc. 4,600 178,825
Signet Banking Corp. 25,000 756,250
----------------
$ 7,162,325
- -----------------------------------------------------------------------------
Business Machines - 2.1%
Affiliated Computer Services, Inc., "A"* 170,000 $ 4,930,000
Sun Microsystems, Inc.* 410,000 23,882,500
----------------
$ 28,812,500
- -----------------------------------------------------------------------------
Business Services - 4.1%
AccuStaff, Inc.* 87,800 $ 1,777,950
ADT Ltd.* 400,000 8,200,000
Alco Standard Corp. 135,000 6,986,250
Computer Sciences Corp.* 95,000 7,469,375
CUC International, Inc.* 435,000 11,473,125
DST Systems, Inc.* 260,000 8,417,500
Interim Services, Inc.* 170,000 6,672,500
Loewen Group, Inc. 12,000 484,500
Sabre Group Holding, Inc.*
(Business Services) 139,900 4,092,075
----------------
$ 55,573,275
- -----------------------------------------------------------------------------
Cellular Telephones - 1.0%
AirTouch Communications, Inc.* 150,000 $ 3,843,750
Telephone & Data Systems, Inc. 251,100 9,384,863
----------------
$ 13,228,613
- -----------------------------------------------------------------------------
Computer Software - Personal Computers - 6.4%
Electronic Arts, Inc* 66,500 $ 2,136,312
First Data Corp. 175,000 6,978,125
Microsoft Corp.* 500,000 78,437,500
----------------
$ 87,551,937
- -----------------------------------------------------------------------------
Computer Software - Systems - 14.2%
BMC Software, Inc.* 650,000 $ 28,275,000
Cadence Design Systems, Inc.* 660,800 26,349,400
Computer Associates International, Inc. 1,000,000 65,750,000
Compuware Corp.* 259,700 14,673,050
Informix Corp.* 21,700 515,375
Ingram Micro, Inc.* 20,000 492,500
Oracle Systems Corp.* 550,000 26,950,000
Sterling Software, Inc.* 250,000 8,281,250
Sybase, Inc.* 700,000 12,337,500
Synopsys, Inc.* 100,000 4,425,000
USCS International, Inc.* 260,000 4,355,000
Xionics Document Technologies* 100,000 1,300,000
----------------
$ 193,704,075
- -----------------------------------------------------------------------------
Consumer Goods and Services - 2.2%
Colgate-Palmolive Co. 50,000 $ 4,631,250
Revlon, Inc., "A"* 135,000 4,168,125
Service Corp. International 100,000 3,012,500
Tyco International Ltd. 340,000 18,615,000
----------------
$ 30,426,875
- -----------------------------------------------------------------------------
Electrical Equipment - 0.9%
General Electric Co. 125,000 $ 13,000,000
- -----------------------------------------------------------------------------
Electronics - 4.4%
Atmel Corp.* 137,700 $ 4,526,888
Intel Corp. 425,000 53,921,875
LSI Logic Corp.* 50,000 1,506,250
----------------
$ 59,955,013
- -----------------------------------------------------------------------------
Entertainment - 5.7%
Chancellor Broadcast Corp., "A"* 27,900 $ 809,100
Clear Channel Communications, Inc.* 110,000 7,590,000
Cox Radio, Inc.* 197,500 3,456,250
Disney (Walt) Co. 30,000 2,212,500
Harrah's Entertainment, Inc.* 1,410,000 25,027,500
Infinity Broadcasting Corp., "A"* 310,000 9,958,750
Jacor Communications, Inc.* 177,300 4,255,200
LIN Television Corp.* 381,700 15,315,713
Mirage Resorts, Inc.* 300,000 7,237,500
Viacom, Inc., "B"* 50,000 1,887,500
----------------
$ 77,750,013
- -----------------------------------------------------------------------------
Financial Institutions - 5.6%
Associates First Capital Corp., "A" 200,000 $ 9,675,000
Beneficial Corp. 50,000 3,106,250
Federal Home Loan Mortgage Corp. 15,000 1,713,750
Franklin Resources, Inc. 750,000 53,625,000
MBNA Corp. 100,000 4,037,500
Merrill Lynch & Co., Inc. 50,000 4,012,500
----------------
$ 76,170,000
- -----------------------------------------------------------------------------
Food and Beverage Products - 0.3%
PepsiCo, Inc. 150,000 $ 4,481,250
- -----------------------------------------------------------------------------
Forest and Paper Products - 0.1%
Kimberly-Clark Corp. 20,000 $ 1,955,000
- -----------------------------------------------------------------------------
Insurance - 0.9%
Equitable of Iowa Cos. 275,000 $ 12,306,250
- -----------------------------------------------------------------------------
Medical and Health Products - 2.8%
Johnson & Johnson 255,000 $ 13,546,875
Pfizer, Inc. 40,000 3,585,000
Rhone-Poulenc Rorer, Inc. 122,000 9,073,750
Schering Plough Corp. 165,000 11,756,250
----------------
$ 37,961,875
- -----------------------------------------------------------------------------
Medical and Health Technology and Services - 9.6%
Cardinal Health, Inc. 100,000 $ 8,362,500
Columbia Healthcare Corp. 315,000 12,600,000
Genesis Health Ventures, Inc.* 225,000 6,271,875
Health Management Associates, Inc., "A"* 200,000 4,425,000
HealthSouth Corp.* 615,000 23,139,375
Lincare Holdings, Inc.* 100,000 3,975,000
Oxford Health Plans, Inc.* 70,000 4,060,000
Pacificare Health Systems, Inc., "B"* 305,200 25,331,600
St. Jude Medical, Inc.* 60,000 2,505,000
United Healthcare Corp. 657,500 28,354,687
Vivra, Inc.* 400,000 12,300,000
----------------
$ 131,325,037
- -----------------------------------------------------------------------------
Pollution Control - 1.7%
Republic Industries, Inc.##(+) 500,000 $ 16,625,000
USA Waste Services, Inc.* 210,000 6,772,500
----------------
$ 23,397,500
- -----------------------------------------------------------------------------
Printing and Publishing - 2.9%
Gannett Co., Inc. 415,000 $ 32,577,500
Harte-Hanks Communications, Inc. 100,000 2,575,000
Tribune Co. 50,000 4,325,000
----------------
$ 39,477,500
- -----------------------------------------------------------------------------
Real Estate - 0.1%
Cb Commercial Real Estate Services Group* 49,000 $ 882,000
- -----------------------------------------------------------------------------
Restaurants and Lodging - 3.3%
HFS, Inc.* 50,000 $ 3,237,500
Marriot International, Inc. 205,000 11,428,750
McDonalds Corp. 100,000 4,675,000
Outback Steakhouse, Inc.* 125,000 3,609,375
Promus Hotel Corp.* 691,800 22,310,550
----------------
$ 45,261,175
- -----------------------------------------------------------------------------
Stores - 6.8%
AutoZone, Inc.* 75,000 $ 1,846,875
CVS Corp. 225,000 9,253,125
General Nutrition Cos., Inc.* 225,000 3,881,250
Gymboree Corp.* 165,000 4,661,250
Home Depot, Inc. 400,000 20,850,000
Linens N Things, Inc.* 100,000 1,562,500
Mazel Stores, Inc.* 6,300 124,425
Micro Warehouse, Inc.* 305,300 7,556,175
Office Depot, Inc.* 1,400,000 27,300,000
Rite Aid Corp. 7,900 312,050
Sunglass Hut International, Inc.* 100,000 737,500
Talbots, Inc. 50,000 1,443,750
Thrifty Payless Holdings, Inc., "B"* 525,000 13,453,125
Travis Boats and Motors, Inc.* 40,000 505,000
----------------
$ 93,487,025
- -----------------------------------------------------------------------------
Supermarkets - 0.6%
Kroger Co.* 75,000 $ 3,459,375
Safeway, Inc.* 80,000 3,250,000
Vons Cos., Inc.* 35,000 1,841,875
----------------
$ 8,551,250
- -----------------------------------------------------------------------------
Telecommunications - 8.4%
Cabletron Systems, Inc.* 1,200,000 $ 48,450,000
Cellular Communications International* 150,000 3,956,250
Cisco Systems, Inc.* 430,000 29,186,250
Glenayre Technologies, Inc.* 460,500 10,994,437
Lucent Technologies, Inc. 325,000 16,656,250
Univision Communications, Inc.* 125,000 4,968,750
----------------
$ 114,211,937
- -----------------------------------------------------------------------------
Utilities - Telephone - 3.7%
MCI Communications Corp. 1,650,000 $ 50,325,000
- -----------------------------------------------------------------------------
Other - 0.1%
Kansas City Southern Industries, Inc. 25,000 $ 1,256,250
- -----------------------------------------------------------------------------
Total U.S. Stocks (Identified Cost, $908,639,000) $ 1,223,418,550
- -----------------------------------------------------------------------------
Foreign Stocks - 1.8%
Germany - 0.7%
Sap AG, Preferred
(Computer Software - Systems) 45,000 $ 6,185,306
Sap Aktiengesellschsft, ADR##
(Computer Software - Systems) 75,600 3,430,350
----------------
$ 9,615,656
- -----------------------------------------------------------------------------
Italy - 0.4%
Fila Holdings S.p.A., ADR
(Apparel and Textiles) 70,000 $ 5,180,000
- -----------------------------------------------------------------------------
Sweden - 0.7%
Astra AB, Free, "B" (Pharmaceuticals) 200,000 $ 9,386,668
- -----------------------------------------------------------------------------
Total Foreign Stocks (Identified Cost, $19,639,592) $ 24,182,324
- -----------------------------------------------------------------------------
Total Stocks (Identified Cost, $928,278,592) $ 1,247,600,874
- -----------------------------------------------------------------------------
Convertible Preferred Stock - 0.3%
- -----------------------------------------------------------------------------
Issuer Shares Value
- -----------------------------------------------------------------------------
American Radio Systems Corp., 7s##
(Identified Cost, $4,966,400) 100,000 $ 4,600,000
- -----------------------------------------------------------------------------
Convertible Bond - 0.3%
- ------------------------------------------------------------------------------
Principal Amount
(000 Omitted)
- ------------------------------------------------------------------------------
Home Depot, Inc., 3.25s, 2001
(Identified Cost, $4,000,000) $ 4,000 $ 3,975,000
- -----------------------------------------------------------------------------
Short-Term Obligations - 8.3%
- ------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., due 12/02/96 $14,600 $ 14,597,688
Federal Home Loan Mortgage Corp., due 12/05/96 10,000 9,994,222
Federal Home Loan Mortgage Corp., due 12/10/96 1,835 1,832,610
Federal Home Loan Mortgage Corp., due 12/12/96 7,975 7,962,256
Federal Home Loan Mortgage Corp., due 12/18/96 8,000 7,980,280
Federal Home Loan Mortgage Corp., due 12/19/96 4,100 4,089,278
Federal Home Loan Mortgage Corp., due 12/23/96 9,480 9,449,701
Federal National Mortgage Assn., due 12/12/96 6,755 6,744,226
Federal National Mortgage Assn., due 12/17/96 11,790 11,762,621
Federal National Mortgage Assn., due 12/20/96 7,490 7,469,306
General Electric Co., due 12/03/96 6,310 6,308,149
General Electric Co., due 12/04/96 9,840 9,835,695
Raytheon Co., due 12/05/96 10,610 10,603,752
Student Loan Marketing Assn., due 12/27/96 4,425 4,408,254
- -----------------------------------------------------------------------------
Total Short-Term Obligations, at Amortized Cost $ 113,038,038
- -----------------------------------------------------------------------------
Total Investments (Identified Cost, $1,050,283,030) $ 1,369,213,912
Other Assets, Less Liabilities - (0.2)% (2,977,034)
- -----------------------------------------------------------------------------
Net Assets - 100.0% $ 1,366,236,878
- -----------------------------------------------------------------------------
* Non-income producing security.
## SEC Rule 144A restriction.
(+) Securities valued by or at the direction of the Trustees.
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
- ------------------------------------------------------------------------------
November 30, 1996
- ------------------------------------------------------------------------------
Assets:
Investments, at value (identified cost, $1,050,283,030) $1,369,213,912
Cash 67,129
Receivable for investments sold 10,011,847
Receivable for Fund shares sold 385,542
Dividends and interest receivable 314,689
Other assets 12,287
--------------
Total assets $1,380,005,406
--------------
Liabilities:
Payable for investments purchased $ 12,704,034
Payable for Fund shares reacquired 344,675
Payable to affiliates -
Management fee 32,282
Shareholder servicing agent fee 14,053
Distribution fee 429,943
Accrued expenses and other liabilities 243,541
--------------
Total liabilities $ 13,768,528
--------------
Net assets $1,366,236,878
==============
Net assets consists of:
Paid-in capital $ 735,670,386
Unrealized appreciation on investments 318,930,882
Accumulated undistributed net realized gain on investments
and foreign currency transactions 311,713,627
Accumulated net investment loss (78,017)
--------------
Total $1,366,236,878
==============
Shares of beneficial interest outstanding 101,694,423
===========
Class A shares:
Net asset value per share
(net assets of $1,341,156,165 / 99,782,219 shares of
beneficial interest outstanding) $13.44
======
Offering price per share (100 / 94.25) $14.26
======
Class B shares:
Net asset value and offering price per share
(net assets of $25,080,713 / 1,912,204 shares of
beneficial interest outstanding) $13.12
======
On sales of $50,000 or more, the offering price of Class A shares is reduced.
A contingent deferred sales charge may be imposed on redemptions of Class A
and Class B shares.
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Statement of Operations
- ------------------------------------------------------------------------------
Year Ended November 30, 1996
- ------------------------------------------------------------------------------
Net investment income:
Income -
Dividends $ 3,963,725
Interest 3,871,140
------------
Total investment income $ 7,834,865
------------
Expenses -
Management fee $ 3,656,428
Trustees' compensation 64,944
Shareholder servicing agent fee (Class A) 1,537,363
Shareholder servicing agent fee (Class B) 42,867
Distribution and service fee (Class A) 2,465,964
Distribution and service fee (Class B) 194,849
Custodian fee 397,958
Postage 103,270
Printing 84,672
Auditing fees 33,445
Legal fees 2,218
Miscellaneous 364,510
------------
Total expenses $ 8,948,488
Fees paid indirectly (353,156)
------------
Net expenses $ 8,595,332
------------
Net investment loss $ (760,467)
============
Realized and unrealized gain (loss) on investments:
Realized gain (loss) (identified cost basis) -
Investment transactions $313,083,375
Foreign currency transactions (44,789)
------------
Net realized gain on investments and foreign currency
transactions $313,038,586
------------
Change in unrealized depreciation on investments $(46,507,951)
------------
Net realized and unrealized gain on investments and
foreign currency $266,530,635
------------
Increase in net assets from operations $265,770,168
============
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Statement of Changes in Net Assets
- ------------------------------------------------------------------------------
Year Ended November 30, 1996 1995
- ------------------------------------------------------------------------------
Increase (decrease) in net assets:
From operations -
Net investment loss $ (760,467) $ (986,154)
Net realized gain on investments and foreign
currency transactions 313,038,586 155,044,848
Net unrealized gain (loss) on investments (46,507,951) 150,833,517
-------------- --------------
Increase in net assets from operations $ 265,770,168 $ 304,892,211
-------------- --------------
Distributions declared to shareholders -
From net realized gain on investments and
foreign currency
transactions (Class A) $ (151,666,814) $ (100,591,643)
From net realized gain on investments and
foreign currency
transactions (Class B) (1,895,891) (1,381,907)
-------------- --------------
Total distributions declared to
shareholders $ (153,562,705) $ (101,973,550)
-------------- --------------
Fund share (principal) transactions -
Net proceeds from sale of shares $ 141,518,246 $ 141,763,381
Net asset value of shares issued to
shareholders in reinvestment
of distributions 122,007,526 81,493,960
Cost of shares reacquired (204,316,519) (218,071,853)
-------------- --------------
Increase in net assets from Fund share
transactions $ 59,209,253 $ 5,185,488
-------------- --------------
Total increase in net assets $ 171,416,716 $ 208,104,149
Net assets:
At beginning of period 1,194,820,162 986,716,013
-------------- --------------
At end of period (including accumulated net
investment loss of $78,017 and $61,855,
respectively) $1,366,236,878 $1,194,820,162
============== ==============
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Financial Highlights
- -----------------------------------------------------------------------------
Year Ended November 30, 1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------
Class A
- -----------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of
period $12.51 $10.48 $12.97 $12.15 $10.87
------ ------ ------ ------ ------
Income from investment
operations# -
Net investment loss $(0.01) $(0.01) $(0.01) $(0.01) $(0.03)
Net realized and unrealized
gain (loss) on investments
and foreign currency
transactions 2.55 3.12 (0.49) 1.55 2.07
------ ------ ------ ------ ------
Total from investment
operations $ 2.54 $ 3.11 $ (0.50) $ 1.54 $ 2.04
------ ------ ------ ------ ------
Less distributions declared to
shareholders from net realized
gain on investment and foreign
currency transactions $(1.61) $(1.08) $(1.99) $(0.72) $(0.76)
------ ------ ------ ------ ------
Total distributions
declared to shareholders $(1.61) $(1.08) $(1.99) $(0.72) $(0.76)
------ ------ ------ ------ ------
Net asset value - end of period $13.44 $12.51 $10.48 $12.97 $12.15
====== ====== ====== ====== ======
Total return(+) 23.87% 32.91% (5.00)% 13.43% 19.35%
Ratios (to average net
assets)/Supplemental data:
Expenses## 0.72% 0.73% 0.72% 0.71% 0.67%
Net investment loss (0.05)% (0.08)% (0.06)% (0.19)% (0.24)%
Portfolio turnover 107% 46% 56% 52% 16%
Average commission rate### $0.0611 $ -- $ -- $ -- $ --
Net assets at end of period
(000,000 omitted) $1,341 $1,180 $ 977 $1,132 $1,070
# Per share data for the periods subsequent to November 30, 1992 is based on
average shares outstanding.
## For fiscal years ended after September 1, 1995, the Fund's expenses are
calculated without reduction for fees paid indirectly.
### Average commission rate is calculated for funds with fiscal years beginning
on or after September 1, 1995.
(+) Total returns for Class A shares do not include the applicable sales charge
(except for reinvested dividends prior to March 1, 1991). If the charge had
been included, the results would have been lower.
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Financial Highlights - continued
- -----------------------------------------------------------------------------
Year Ended November 30, 1991 1990 1989 1988 1987
- -----------------------------------------------------------------------------
Class A
- -----------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of
period $ 8.48 $10.70 $ 8.39 $ 9.05 $ 9.69
------ ------ ------ ------ ------
Income from investment
operations -
Net investment income $ 0.01 $ 0.05 $ 0.09 $ 0.12 $ 0.18
Net realized and unrealized
gain (loss) on investments
and foreign currency
transactions 2.93 (1.02) 3.14 0.64 (0.68)
------ ------ ------ ------ ------
Total from investment
operations $ 2.94 $(0.97) $ 3.23 $ 0.76 $(0.50)
------ ------ ------ ------ ------
Less distributions declared
to shareholders -
From net investment income $(0.03) $(0.05) $(0.08) $(0.15) $(0.14)
From net realized gain on
investment and
foreign currency
transactions (0.52) (1.20) (0.84) (1.27) --
------ ------ ------ ------ ------
Total distributions
declared to
shareholders $(0.55) $(1.25) $(0.92) $(1.42) $(0.14)
------ ------ ------ ------ ------
Net asset value - end of
period $10.87 $ 8.48 $10.70 $ 8.39 $ 9.05
====== ====== ====== ====== ======
Total return(+) 36.56% (10.27)% 42.14% 8.21% (5.57)%
Ratios (to average net
assets)/Supplemental data:
Expenses 0.63% 0.53% 0.54% 0.58% 0.50%
Net investment income 0.14% 0.55% 0.91% 1.27% 1.60%
Portfolio turnover 39% 44% 32% 75% 66%
Net assets at end of period
(000,000 omitted) $ 950 $ 749 $ 907 $ 735 $ 774
(+)Total returns for Class A shares do not include the applicable sales charge
(except for reinvested dividends prior to March 1, 1991). If the charge had
been included, the results would have been lower.
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Financial Highlights - continued
- ------------------------------------------------------------------------------
Year Ended November 30, 1996 1995 1994 1993*
- -----------------------------------------------------------------------------
Class B
- -----------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period
$ 12.26 $ 10.35 $ 12.93 $ 12.91
------- ------- ------- -------
Income from investment operations# -
Net investment loss $ (0.11) $ (0.11) $ (0.09) $ (0.01)
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions 2.51 3.10 (0.50) 0.03
------- ------- ------- -------
Total from investment operations $ 2.40 $ 2.99 $ (0.59) $ 0.02
------- ------- ------- -------
Less distributions declared to
shareholders from net realized gain on
investments and foreign currency
transactions $ (1.54) $ (1.08) $ (1.99) $ --
------- ------- ------- -------
Net asset value - end of period $ 13.12 $ 12.26 $ 10.35 $ 12.93
======= ======= ======= =======
Total return 22.87% 32.09% (5.82)% 0.70%+
Ratios (to average net assets)/
Supplemental data:
Expenses## 1.61% 1.63% 1.60% 1.49%+
Net investment loss (0.94)% (0.98)% (0.87)% (0.99)%+
Portfolio turnover 107% 46% 56% 52%
Average commission rate### $0.0611 $ -- $ -- $ --
Net assets at end of period (000,000
omitted) $ 25 $ 14 $ 9 $ 2
* For the period from the commencement of offering of Class B shares,
September 7, 1993 through November 30, 1993.
+ Annualized.
# Per share data is based on average shares outstanding.
## For fiscal years ended after September 1, 1995, the Fund's expenses are
calculated without reduction for fees paid indirectly.
### Average commission rate is calculated for funds with fiscal years beginning
on or after September 1, 1995.
See notes to financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(1) Business and Organization
Massachusetts Investors Growth Stock Fund (the Fund) is a Massachusetts business
trust and is registered under the Investment Company Act of 1940, as amended, as
a diversified open-end management investment company.
(2) Significant Accounting Policies
General - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Investment Valuations - Equity securities listed on securities exchanges or
reported through the NASDAQ system are valued at last sale prices. Unlisted
equity securities or listed equity securities for which last sale prices are not
available are valued at last quoted bid prices. Debt securities (other than
short-term obligations which mature in 60 days or less), including listed
issues, are valued on the basis of valuations furnished by dealers or by a
pricing service with consideration to factors such as institutional-size trading
in similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics and other market data, without exclusive reliance
upon exchange or over-the-counter prices. Short- term obligations, which mature
in 60 days or less, are valued at amortized cost, which approximates market
value. Securities for which there are no such quotations or valuations are
valued at fair value as determined in good faith by or at the direction of the
Trustees.
Foreign Currency Translation - Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases and
sales of foreign investments, income and expenses are converted into U.S.
dollars based upon currency exchange rates prevailing on the respective dates of
such transactions. Gains and losses attributable to foreign currency exchange
rates on sales of securities are recorded for financial statement purposes as
net realized gains and losses on investments. Gains and losses attributable to
foreign exchange rate movements on income and expenses are recorded for
financial statement purposes as foreign currency transaction gains and losses.
That portion of both realized and unrealized gains and losses on investments
that results from fluctuations in foreign currency exchange rates is not
separately disclosed.
Investment Transactions and Income - Investment transactions are recorded on the
trade date. Interest income is recorded on the accrual basis. All premium and
original issue discount are amortized or accreted for financial statement and
tax reporting purposes as required by federal income tax regulations. Dividend
income is recorded on the ex-dividend date for dividends received in cash.
Dividend and interest payments received in additional securities are recorded on
the ex-dividend or ex-interest date in an amount equal to the value of the
security on such date.
Fees Paid Indirectly - The Fund's custodian bank calculates its fee based on the
Fund's average daily net assets. The fee is reduced according to a fee
arrangement, which provides for custody fees to be reduced based on a formula
developed to measure the value of cash deposited with the custodian by the Fund.
This amount is shown as a reduction of expenses on the Statement of Operations.
Tax Matters and Distributions - The Fund's policy is to comply with the
provisions of the Internal Revenue Code (the Code) applicable to regulated
investment companies and to distribute to shareholders all of its taxable
income, including any net realized gain on investments. Accordingly, no
provision for federal income or excise tax is provided. The Fund files a tax
return annually using tax accounting methods required under provisions of the
Code which may differ from generally accepted accounting principles, the basis
on which these financial statements are prepared. Accordingly, the amount of net
investment income and net realized gain reported on these financial statements
may differ from that reported on the Fund's tax return and, consequently, the
character of distributions to shareholders reported in the financial highlights
may differ from that reported to shareholders on Form 1099-DIV. Foreign taxes
have been provided for on interest and dividend income earned on foreign
investments in accordance with the applicable country's tax rates and to the
extent unrecoverable are recorded as a reduction of investment income.
Distributions to shareholders are recorded on the ex- dividend date.
The Fund distinguishes between distributions on a tax basis and a financial
reporting basis and requires that only distributions in excess of tax basis
earnings and profits are reported in the financial statements as a tax return of
capital. Differences in the recognition or classification of income between the
financial statements and tax earnings and profits which result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains. During the year ended November 30, 1996, $744,305 and $6,746 was
reclassified from accumulated net realized gain on investments and foreign
currency transactions to accumulated net investment loss and paid-in capital,
respectively, due to differences between book and tax accounting for currency
transactions and the offset of short-term capital gains against accumulated net
investment loss. This change had no effect on the net assets or net asset value
per share.
Multiple Classes of Shares of Beneficial Interest - The Fund offers both Class A
and Class B shares. The two classes of shares differ in their respective
shareholder servicing agent, distribution and service fees. All shareholders
bear the common expenses of the Fund pro rata based on average daily net assets
of each class, without distinction between share classes. Dividends are declared
separately for each class. No class has preferential dividend rights;
differences in per share dividend rates are generally due to differences in
separate class expenses.
(3) Transactions with Affiliates
Investment Adviser - The Fund has an investment advisory agreement with
Massachusetts Financial Services Company (MFS) to provide overall investment
advisory and administrative services, and general office facilities. The
management fee is computed daily and paid monthly at an annual rate of 0.30% of
average daily net assets.
The Fund pays no compensation directly to its Trustees who are officers of the
investment adviser, or to officers of the Fund, all of whom receive remuneration
for their services to the Fund from MFS. Certain of the officers and Trustees of
the Fund are officers or directors of MFS, MFS Fund Distributors, Inc. (MFD),
and MFS Service Center, Inc. (MFSC). The Fund has an unfunded defined benefit
plan for all its independent Trustees and Mr. Bailey. Included in Trustees'
compensation is a net periodic pension expense of $21,134 for the year ended
November 30, 1996.
Distributor - MFD, a wholly owned subsidiary of MFS, as distributor, received
$46,476 for the year ended November 30, 1996, as its portion of the sales charge
on sales of Class A shares of the Fund.
The Trustees have adopted separate distribution plans for Class A and Class B
shares pursuant to Rule 12b-1 of the Investment Company Act of 1940 as follows:
The Class A distribution plan provides that the Fund will pay MFD up to 0.35%
per annum of its average daily net assets attributable to Class A shares in
order that MFD may pay expenses on behalf of the Fund related to the
distribution and servicing of its shares. These expenses include a service fee
to each securities dealer who enters into a sales agreement with MFD of up to
0.25% per annum of the Fund's average daily net assets attributable to Class A
shares which are attributable to that securities dealer, a distribution fee to
MFD of up to 0.10% per annum of the Fund's average daily net assets attributable
to Class A shares, commissions to dealers and payments to MFD wholesalers for
sales at or above a certain dollar level, and other such distribution-related
expenses that are approved by the Fund. MFD retains the service fee for accounts
not attributable to a securities dealer which amounted to $731,215 for the year
ended November 30, 1996. Payment of the 0.10% per annum Class A distribution fee
will commence on such date as the Trustees of the Fund may determine. Fees
incurred under the distribution plan during the year ended November 30, 1996
were 0.21% of average daily net assets attributable to Class A shares on an
annualized basis.
The Class B distribution plan provides that the Fund will pay MFD a distribution
fee of 0.75% per annum, and a service fee of up to 0.25% per annum, of the
Fund's average daily net assets attributable to Class B shares. MFD will pay to
securities dealers who enter into a sales agreement with MFD all or a portion of
the service fee attributable to Class B shares. The service fee is intended to
be additional consideration for services rendered by the dealer with respect to
Class B shares. MFD retains the service fee for accounts not attributable to a
securities dealer, which amounted to $3,363 for Class B shares for the year
ended November 30, 1996. Fees incurred under the distribution plan during the
year ended November 30, 1996 were 1.00% of average daily net assets attributable
to Class B shares on an annualized basis.
Purchases over $1 million of Class A shares and certain purchases into
retirement plans are subject to a contingent deferred sales charge in the event
of a shareholder redemption within 12 months following such purchase. A
contingent deferred sales charge is imposed on shareholder redemptions of Class
B shares in the event of a shareholder redemption within six years of purchase.
MFD receives all contingent deferred sales charges. Contingent deferred sales
charges imposed during the year ended November 30, 1996 were $457 and $31,599
for Class A and Class B shares, respectively.
Shareholder Servicing Agent - MFSC, a wholly owned subsidiary of MFS, earns a
fee for its services as shareholder servicing agent. The fee is calculated as a
percentage of the average daily net assets of each class of shares at an
effective annual rate of up to 0.15% and up to 0.22% attributable to Class A and
Class B shares, respectively.
(4) Portfolio Securities
Purchases and sales of investments, other than U.S. government securities,
purchased option transactions and short-term obligations aggregated
$1,244,704,875 and $1,350,498,306, respectively.
The cost and unrealized appreciation or depreciation in value of the investments
owned by the Fund, as computed on a federal income tax basis, are as follows:
Aggregate cost $1,053,749,748
==============
Gross unrealized appreciation $ 345,353,839
Gross unrealized depreciation (29,889,675)
--------------
Net unrealized appreciation $ 315,464,164
==============
(5) Shares of Beneficial Interest
The Fund's Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par
value). Transactions in Fund shares were as follows:
Class A Shares
Year Ended November 30, 1996 Year Ended November 30, 1995
---------------------------- ----------------------------
Shares Amount Shares Amount
- -----------------------------------------------------------------------------
Shares sold 9,833,859 $117,167,335 12,002,572 $129,204,725
Shares issued to
shareholders in
reinvestment of
distributions 11,391,727 120,223,809 8,387,440 80,184,283
Shares reacquired (15,793,634) (186,665,355) (19,312,028) (207,377,260)
----------- ------------ ---------- ------------
Net increase 5,431,952 $ 50,725,789 1,077,984 $ 2,011,748
=========== ============ ========== ============
Class B Shares
Year Ended November 30, 1996 Year Ended November 30, 1995
---------------------------- ----------------------------
Shares Amount Shares Amount
- -----------------------------------------------------------------------------
Shares sold 2,089,754 $ 24,350,911 1,196,877 $ 12,558,656
Shares issued to
shareholders in
reinvestment of
distributions 171,965 1,783,717 139,032 1,309,677
Shares reacquired (1,530,126) (17,651,164) (1,054,654) (10,694,593)
----------- ------------ ---------- ------------
Net increase 731,593 $ 8,483,464 281,255 $ 3,173,740
=========== ============ ========== ============
(6) Line of Credit
The Fund entered into an agreement which enables it to participate with other
funds managed by MFS in an unsecured line of credit with a bank which permits
borrowings up to $350 million, collectively. Borrowings may be made to
temporarily finance the repurchase of Fund shares. Interest is charged to each
fund, based on its borrowings, at a rate equal to the bank's base rate. In
addition, a commitment fee, based on the average daily unused portion of the
line of credit, is allocated among the participating funds at the end of each
quarter. The commitment fee allocated to the Fund for the year ended November
30, 1996 was $13,431.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Shareholders of Massachusetts Investors Growth Stock Fund:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Massachusetts Investors Growth Stock Fund as of
November 30, 1996, the related statement of operations for the year then ended,
the statement of changes in net assets for the year then ended and the year
ended November 30, 1996, and the financial highlights for each of the years in
the ten-year period ended November 30, 1996. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned at
November 30, 1996 by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing procedures.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Massachusetts
Investors Growth Stock Fund at November 30, 1996, the results of its operations,
the changes in its net assets, and its financial highlights for the respective
stated periods in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 3, 1997
--------------------------------------------
This report is prepared for the general information of shareholders. It is
authorized for distribution to prospective investors only when preceded or
accompanied by a current prospectus.
<PAGE>
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
TRUSTEES CUSTODIAN
A. Keith Brodkin* - Chairman and State Street Bank and Trust Company
President
AUDITORS
Richard B. Bailey* - Private Investor; Deloitte & Touche LLP
Former Chairman and Director
(until 1991), Massachusetts INVESTOR INFORMATION
Financial Services Company; Director, For MFS stock and bond market outlooks,
Cambridge Bancorp; Director, call toll free: 1-800-637-4458 anytime
Cambridge Trust Company from a touch-tone telephone.
Peter G. Harwood - Private Investor For information on MFS mutual funds,
call your financial adviser or, for an
J. Atwood Ives - Chairman and Chief information kit, call toll free:
Executive Officer, Eastern Enterprises 1-800-637-2929 any business day from
9 a.m. to 5 p.m. Eastern time (or
Lawrence T. Perera - Partner, leave a message anytime).
Hemenway & Barnes
INVESTOR SERVICE
William J. Poorvu - Adjunct Professor, MFS Service Center, Inc.
Harvard University Graduate School of P.O. Box 2281
Business Administration Boston, MA 02107-9906
Charles W. Schmidt - Private Investor For general information, call toll
free: 1-800-225-2606 any business day
Arnold D. Scott* - Senior Executive Vice from 8 a.m. to 8 p.m. Eastern time.
President, Director and Secretary,
Massachusetts Financial Services Company For service to speech- or hearing-
impaired, call toll free:
Jeffrey L. Shames* - President and 1-800-637-6576 any business day from
Director, Massachusetts Financial 9 a.m. to 5 p.m. Eastern time.
Services Company (To use this service, your phone must
be equipped with a Telecommunications
Elaine R. Smith - Independent Consultant Device for the Deaf.)
David B. Stone - Chairman, North For share prices, account balances, and
American Management Corp. exchanges, call toll free: 1-800-MFS-
(investment advisers) TALK (1-800-637-8255) anytime from a
touch-tone telephone.
INVESTMENT ADVISER
Massachusetts Financial Services Company WORLD WIDE WEB
500 Boylston Street www.mfs.com
Boston, MA 02116-3741
[DALBAR graphic omitted]
DISTRIBUTOR For the third year in a row, MFS earned
MFS Fund Distributors, Inc. a #1 ranking in the DALBAR, Inc.
500 Boylston Street Broker/Dealer Survey, Main Office
Boston, MA 02116-3741 Operations Service Quality Category.
The firm achieved a 3.48 overall score
PORTFOLIO MANAGER on a scale of 1 to 4 in the 1996
Christian Felipe* survey. A total of 110 firms responded,
offering input on the quality of
TREASURER service they received from 29 mutual
W. Thomas London* fund companies nationwide. The survey
contained questions about service
ASSISTANT TREASURER quality in 15 categories, including
James O. Yost* "knowledge of phone service contacts,"
"accuracy of transaction processing,"
SECRETARY and "overall ease of doing business
Stephen E. Cavan* with the firm."
ASSISTANT SECRETARY
James R. Bordewick, Jr.*
*Affiliated with the Investment Adviser
<PAGE>
-------------
MASSACHUSETTS BULK RATE
INVESTORS GROWTH [DALBAR logo] U.S. POSTAGE
STOCK FUND PAID
PERMIT #55638
500 Boylston Street BOSTON, MA
Boston, MA 02116 -------------
[logo]
INVESTMENT MANAGEMENT
We invented the mutual fund(SM)
(C) 1997 MFS Fund Distributors, Inc., 500 Boylston Street, Boston, MA 02116
MIG-2 1/97 54M 13/213
<PAGE>
<PAGE>
[LOGO] M F S(SM) Semiannual Report
INVESTMENT MANAGEMENT May 31, 1997
- --------------------------------------------------------------------------------
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
<PAGE>
TABLE OF CONTENTS
Letter from the Chairman ................................................... 1
Portfolio Manager's Overview ............................................... 2
Portfolio Manager's Profile ................................................ 3
Fund Facts ................................................................. 4
Performance Summary ........................................................ 4
Portfolio Concentration .................................................... 6
Portfolio of Investments ................................................... 7
Financial Statements .......................................................12
Notes to Financial Statements ..............................................19
The MFS Family of Funds(R) .................................................24
Trustees and Officers ......................................................25
HIGHLIGHTS
o FOR THE SIX MONTHS ENDED MAY 31, 1997, CLASS A SHARES OF THE FUND PROVIDED
A TOTAL RETURN AT NET ASSET VALUE OF 16.53%, CLASS B SHARES 15.97%, AND
CLASS I SHARES 16.63%.
o PERFORMANCE HAS BEEN DRIVEN BY CONTINUED STRENGTH IN THE FUND'S CORE
HOLDINGS IN TECHNOLOGY, FINANCIAL SERVICES, AND MEDIA STOCKS, WHICH HAVE
BENEFITED FROM STEADY, NONINFLATIONARY ECONOMIC GROWTH, STABLE INTEREST
RATES, AND A STRONG U.S. CURRENCY.
o TECHNOLOGY COMPANIES WITH GLOBAL FRANCHISES HAVE BEEN ABLE TO OUTPERFORM
ALMOST ALL OTHER COMPANIES IN TERMS OF EARNINGS GROWTH AND RETURN ON
EQUITY, AND FIRMS SUCH AS MICROSOFT, ORACLE, AND BMC SOFTWARE HAVE
CONSISTENTLY EXCEEDED EXPECTATIONS.
o IN THE FINANCIAL SERVICES AREA, COMPANIES WITH GLOBAL FRANCHISES, SUCH AS
AMERICAN EXPRESS AND CITICORP, CONTINUE TO BE A FOCUS OF THE FUND.
<PAGE>
LETTER FROM THE CHAIRMAN
[Photo of A. Keith Brodkin]
Dear Shareholders:
After more than six years of expansion, the U.S. economy is experiencing another
year of growth in 1997, although a few signs point to the possibility of a
modest rise in inflation during the year. On the positive side, the pattern of
moderate growth and inflation set over the past few years now seems fairly well
entrenched in the economy and, short of a major international or domestic
crisis, appears to have enough momentum to remain on track for some time. The
U.S. economy exhibited a great deal of strength in the first quarter of 1997,
growing at an annualized rate of 5.8%. This pace could clearly lead to
inflationary pressures were it to continue, as could the ongoing tightness in
the labor market. Moreover, there is reason for caution as a result of the
continuing high level of consumer debt and rising personal bankruptcies. Given
these somewhat conflicting indicators, we expect real (inflation-adjusted)
growth to revolve around 2% to 2 1/2% in 1997, with the strength of the first
quarter moderating as we move through the balance of the year.
We continue to urge U.S. equity investors to remain cautious for 1997. Just as
the slowdown in corporate earnings growth and the increases in interest rates in
1996 raised some near-term concerns, further interest-rate increases and the
fear of an acceleration of inflation have added some volatility to the stock
market in 1997. However, while the U.S. equity market enjoyed several years
without a major correction, we would like to point out that such downturns are a
natural part of the investment environment and, when they end, they often result
in more attractive valuations for stocks.
We appreciate your support and welcome any questions or comments you may have.
Respectfully,
/s/ A. Keith Brodkin
A. Keith Brodkin
Chairman and President
June 12, 1997
<PAGE>
PORTFOLIO MANAGER'S OVERVIEW
[Photo of Christian Felipe
Christian Felipe
Dear Shareholders:
For the six months ended May 31, 1997, Class A shares of the Fund provided a
total return of 16.53%, Class B shares 15.97%, and Class I shares 16.63%. These
returns, which include the reinvestment of distributions but exclude the effects
of any sales charges, compare to a 13.18% return for the Standard & Poor's 500
Composite Index (the S&P 500), a popular, unmanaged index of common stock total
return performance.
Performance for the past six months has been driven by continued strength in
the Fund's core holdings in technology, financial services, and media stocks. We
believe the backdrop for these positions could not be more ideal, as the U.S.
economy has shown steady, noninflationary growth that has led to stable interest
rates and a strong U.S. currency.
In this environment, technology companies with global franchises have been
able to outperform almost all other companies in terms of earnings growth and
return on equity. Firms such as Microsoft, Oracle, and BMC Software have
consistently exceeded expectations and have contributed meaningfully to the
Fund's performance.
Over the past six months, we have expanded the Fund's universe of technology
holdings to include a group of Japanese technology leaders that are benefiting
from the analog-to-digital movement, a trend that is occurring faster than
expected. For example, digital cameras and digital-video discs are selling at a
rapid rate. Japanese companies such as Sony and Canon are leading the charge in
this field and, with a weak yen as a backdrop, these stocks are adding to the
Fund's performance.
In the financial services area, global franchises are again a focus of the
Fund. In the United States, American Express and Citicorp are leaders in their
respective fields, although their major growth opportunities lie elsewhere,
particularly in the rapidly growing Pacific Rim. Credit cards are gaining
increasing importance in all parts of the world, and these firms are positioned
to exploit these opportunities.
The consolidation in the media sector continues, particularly in the radio
market. The 1996 Telecommunications Act has allowed radio companies to own as
many as eight stations in an individual market. Firms such as Clear Channel,
American Radio, and Jacor Communications are forming media clusters across the
country, and the increased pricing power that this consolidation has created has
improved the results for these companies.
Looking ahead, while the environment for financial assets is favorable,
valuations for most stocks are quite high and maintaining returns at their
historical level may be difficult. Nonetheless, we will continue to search
worldwide for attractive franchises and invest in them when we believe
valuations are reasonable.
Respectfully,
/s/ Christian Felipe
Christian Felipe
Portfolio Manager
PORTFOLIO MANAGER'S PROFILE
CHRISTIAN FELIPE JOINED MFS IN 1986. A GRADUATE OF U.C.L.A. AND THE
UNIVERSITY OF PENNSYLVANIA'S WHARTON SCHOOL OF FINANCE AND COMMERCE, HE WAS
NAMED INVESTMENT OFFICER IN 1987, ASSISTANT VICE PRESIDENT INVESTMENTS IN
1988, VICE PRESIDENT - INVESTMENTS IN 1989, AND SENIOR VICE PRESIDENT IN
1996. HE HAS MANAGED MASSACHUSETTS INVESTORS GROWTH STOCK FUND SINCE 1995.
<PAGE>
FUND FACTS
STRATEGY: THE INVESTMENT OBJECTIVE OF THE FUND IS TO
PROVIDE LONG-TERM GROWTH OF CAPITAL AND
FUTURE INCOME RATHER THAN CURRENT INCOME.
COMMENCEMENT OF
INVESTMENT OPERATIONS: CLASS A: JANUARY 1, 1935
CLASS B: SEPTEMBER 7, 1993
CLASS I: JANUARY 2, 1997
SIZE: $1.5 BILLION NET ASSETS AS OF MAY 31, 1997
PERFORMANCE SUMMARY
Because mutual funds like Massachusetts Investors Growth Stock Fund are designed
for investors with long-term goals, we have provided cumulative results as well
as the average annual total returns for Class A, Class B, and Class I shares for
the applicable time periods.
AVERAGE ANNUAL AND CUMULATIVE TOTAL RATES OF RETURN
AS OF MAY 31, 1997
<TABLE>
<CAPTION>
CLASS A INVESTMENT RESULTS
(net asset value change including reinvested distributions)
6 Months 1 Year 5 Years 10 Years
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cumulative Total Return +16.53% +27.02% +124.73% +261.08%
- ------------------------------------------------------------------------------------------------------------------------
Average Annual Total Return -- +27.02% + 17.58% + 13.70%
- ------------------------------------------------------------------------------------------------------------------------
SEC Results -- +19.74% + 16.19% + 13.03%
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS B INVESTMENT RESULTS
(net asset value change including reinvested distributions)
6 Months 1 Year 5 Years 10 Years
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cumulative Total Return +15.97% +25.95% +117.84% +250.12%
- ------------------------------------------------------------------------------------------------------------------------
Average Annual Total Return -- +25.95% + 16.85% + 13.35%
- ------------------------------------------------------------------------------------------------------------------------
SEC Results -- +22.10% + 16.63% + 13.35%
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS I INVESTMENT RESULTS
(net asset value change including reinvested distributions)
6 Months 1 Year 5 Years 10 Years
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cumulative Total Return +16.63% +27.13% +124.83% +261.40%
- ------------------------------------------------------------------------------------------------------------------------
Average Annual Total Return -- +27.13% + 17.59% + 13.71%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
All results are historical and assume the reinvestment of dividends and capital
gains. Investment return and principal value will fluctuate, and shares, when
redeemed, may be worth more or less than their original cost. Past performance
is no guarantee of future results.
Class A share SEC results include the maximum 5.75% sales charge. Class B share
SEC results reflect the applicable contingent deferred sales charge (CDSC),
which declines over six years as follows: 4%, 4%, 3%, 3%, 2%, 1%, 0%. Class I
shares, which became available on January 2, 1997, have no sales charge or Rule
12b-1 fees and are only available to certain institutional investors.
Class B share results include the performance and the operating expenses (e.g.,
Rule 12b-1 fees) of the Fund's Class A shares for periods prior to the
commencement of offering of Class B shares. Because operating expenses
attributable to Class A shares are lower than those of Class B shares, Class B
share performance generally would have been lower than Class A share
performance. The Class A share performance included within the Class B share SEC
performance has been adjusted to reflect the CDSC generally applicable to Class
B shares rather than the sales charge generally applicable to Class A shares.
Class I share results include the performance and the operating expenses (e.g.,
Rule 12b-1 fees) of the Fund's Class A shares for periods prior to the
commencement of offering of Class I shares. Because operating expenses
attributable to Class A shares are greater than those of Class I shares, Class I
share performance generally would have been higher than Class A share
performance. The Class A share performance included in the Class I share
performance has been adjusted to reflect the fact that Class I shares have no
initial sales charge.
Performance results reflect any applicable expense subsidies and waivers,
without which the results would have been less favorable. Current subsidies and
waivers may be discontinued at any time.
PORTFOLIO CONCENTRATION AS OF MAY 31, 1997
TOP 10 HOLDINGS
MICROSOFT CORP. MCI COMMUNICATIONS CORP.
Computer software and systems company Telecommunications company
FRANKLIN RESOURCES, INC. CISCO SYSTEMS, INC.
Mutual fund and financial services company Computer network developer
COMPUTER ASSOCIATES INTERNATIONAL, INC. RITE AID CORP.
Computer software company U.S. drugstore chain
ORACLE SYSTEMS CORP. CADENCE DESIGN SYSTEMS, INC.
Developer and manufacturer of Computer software and systems
database software company
LUCENT TECHNOLOGIES, INC. CVS CORP.
Telecommunications and micro-electronics U.S. drugstore chain
company
LARGEST SECTORS
Technology 35.8%
Leisure 16.1%
Financial Services 14.1%
Retail 9.6%
Miscellaneous (Conglomerates, special products/services) 8.5%
Other Sectors 15.8%
For a more complete breakdown, refer to the Portfolio of Investments.
<PAGE>
PORTFOLIO OF INVESTMENTS (UNAUDITED) - May 31, 1997
Stocks - 94.3%
- --------------------------------------------------------------------------------
Issuer Shares Value
- --------------------------------------------------------------------------------
U.S. Stocks - 91.2%
Aerospace - 0.3%
Gulfstream Aerospace Corp.* 125,000 $ 3,671,875
- -------------------------------------------------------------------------------
Banks and Credit Companies - 2.0%
Chase Manhattan Corp. 75,000 $ 7,087,500
Citicorp 85,000 9,721,875
Norwest Corp. 250,000 13,375,000
--------------
$ 30,184,375
- -------------------------------------------------------------------------------
Building - 0.3%
Newport News Shipbuilding, Inc. 250,000 $ 4,156,250
- -------------------------------------------------------------------------------
Business Machines - 2.0%
Affiliated Computer Services, Inc.* 145,000 $ 3,842,500
Sun Microsystems, Inc.* 825,000 26,606,250
--------------
$ 30,448,750
- -------------------------------------------------------------------------------
Business Services - 4.5%
AccuStaff, Inc.* 228,700 $ 5,488,800
ADT Ltd.* 710,000 20,678,750
Canon, Inc. 30,000 3,806,250
Computer Sciences Corp.* 165,000 12,766,875
CUC International, Inc.* 408,700 9,400,100
DST Systems, Inc.* 115,000 3,536,250
Ikon Office Solutions, Inc. 25,000 725,000
Interim Services, Inc.* 180,000 7,020,000
Sabre Group Holding, Inc.* 150,000 4,181,250
--------------
$ 67,603,275
- -------------------------------------------------------------------------------
Cellular Telephones - 0.5%
AirTouch Communications, Inc.* 100,000 $ 2,787,500
Telephone & Data Systems, Inc. 125,000 4,851,563
--------------
$ 7,639,063
- -------------------------------------------------------------------------------
Computer Software - Personal Computers - 8.5%
First Data Corp. 360,000 $ 14,400,000
Microsoft Corp.* 900,000 111,600,000
--------------
$ 126,000,000
- -------------------------------------------------------------------------------
Computer Software - Systems - 14.6%
Adobe Systems, Inc. 9,400 $ 419,475
BMC Software, Inc.* 528,500 28,605,062
Cadence Design Systems, Inc.* 905,000 30,091,250
Computer Associates International, Inc. 1,195,000 65,426,250
Compuware Corp.* 220,000 10,202,500
Oracle Systems Corp.* 1,380,000 64,342,500
Sybase, Inc.* 470,000 7,490,625
Synopsys, Inc.* 135,000 5,045,625
USCS International, Inc.* 250,000 5,718,750
Xionics Document Technologies* 50,000 693,750
--------------
$ 218,035,787
- -------------------------------------------------------------------------------
Consumer Goods and Services - 1.6%
Hertz Corp., "A"* 14,100 $ 482,925
Service Corp. International 45,000 1,586,250
Tyco International Ltd. 350,000 22,225,000
--------------
$ 24,294,175
- -------------------------------------------------------------------------------
Containers - 0.1%
Corning, Inc. 35,000 $ 1,763,125
- -------------------------------------------------------------------------------
Electrical Equipment - 0.9%
General Electric Co. 155,000 $ 9,358,125
Westinghouse Electric Corp. 200,001 4,050,020
--------------
$ 13,408,145
- -------------------------------------------------------------------------------
Electronics - 2.5%
Atmel Corp.* 150,000 $ 4,312,500
Intel Corp. 160,000 24,240,000
Sony Corp. 105,000 8,951,250
--------------
$ 37,503,750
- -------------------------------------------------------------------------------
Entertainment - 7.8%
American Radio Systems Corp., "A"* 100,000 $ 3,725,000
Argyle Television, Inc.* 100,000 2,337,500
Clear Channel Communications, Inc.* 545,000 28,816,875
Cox Radio, Inc.* 175,000 3,915,625
Disney (Walt) Co. 25,000 2,046,875
Harrah's Entertainment, Inc.* 1,300,000 24,212,500
Jacor Communications, Inc., "A"* 250,000 8,625,000
LIN Television Corp.* 446,600 19,371,275
Mirage Resorts, Inc.* 250,000 5,968,750
Time Warner, Inc. 237,500 11,043,750
Univision Communications, Inc.,"A"* 150,000 5,400,000
--------------
$ 115,463,150
- -------------------------------------------------------------------------------
Financial Institutions - 10.0%
American Express Co. 300,000 $ 20,850,000
AmeriTrade Holding Corp.* 15,000 210,000
Associates First Capital Corp. 400,000 18,900,000
BA Merchants Services, Inc.* 75,000 1,228,125
Federal National Mortgage Association 300,000 13,087,500
Franklin Resources, Inc. 1,300,000 84,175,000
Merrill Lynch & Co., Inc. 70,000 7,420,000
State Street Corp.* 50,000 2,231,250
--------------
$ 148,101,875
- -------------------------------------------------------------------------------
Food and Beverage Products - 0.8%
PepsiCo, Inc. 325,000 $ 11,943,750
- -------------------------------------------------------------------------------
Forest and Paper Products - 0.3%
Kimberly-Clark Corp. 100,000 $ 5,012,500
- -------------------------------------------------------------------------------
Insurance - 1.4%
Equitable of Iowa Cos. 305,000 $ 16,889,375
Hartford Financial Services Group 50,000 3,900,000
Hartford Life, Inc.* 13,600 455,600
--------------
$ 21,244,975
- -------------------------------------------------------------------------------
Medical and Health Products - 2.9%
Bristol-Myers Squibb Co. 260,000 $ 19,077,500
Johnson & Johnson 140,000 8,382,500
Pfizer, Inc. 35,000 3,600,625
Schering Plough Corp. 135,000 12,251,250
--------------
$ 43,311,875
- -------------------------------------------------------------------------------
Medical and Health Technology and Services - 4.6%
Cardinal Health, Inc. 50,000 $ 2,912,500
Columbia/HCA Healthcare Corp. 250,000 9,156,250
Genesis Health Ventures, Inc.* 140,000 4,602,500
Health Management Associates, Inc., "A"* 100,000 2,925,000
HealthSouth Corp.* 325,000 7,434,375
Medtronic Inc. 35,000 2,590,000
Pacificare Health Systems, Inc., "B"* 65,000 5,151,250
St. Jude Medical, Inc.* 95,000 3,218,125
United Healthcare Corp. 375,000 21,187,500
Vivra, Inc.* 250,000 8,843,750
--------------
$ 68,021,250
- -------------------------------------------------------------------------------
Pollution Control - 0.7%
USA Waste Services, Inc.* 115,000 $ 4,168,750
Waste Management, Inc.* 200,000 6,350,000
--------------
$ 10,518,750
- -------------------------------------------------------------------------------
Printing and Publishing - 2.3%
Gannett Co., Inc. 270,000 $ 24,975,000
Journal Register Co.* 70,000 1,058,750
Tribune Co. 200,000 8,650,000
--------------
$ 34,683,750
- -------------------------------------------------------------------------------
Restaurants and Lodging - 4.8%
HFS, Inc.* 500,000 $ 26,937,500
Hilton Hotels Corp. 380,000 10,735,000
Marriot International, Inc. 135,000 7,796,250
Outback Steakhouse, Inc.* 30,000 697,500
Promus Hotel Corp.* 696,600 25,164,675
--------------
$ 71,330,925
- -------------------------------------------------------------------------------
Stores - 8.4%
AutoZone, Inc.* 140,000 $ 3,272,500
CVS Corp. 625,000 29,921,875
General Nutrition Cos., Inc.* 185,000 4,301,250
Gymboree Corp.* 55,000 1,375,000
Home Depot, Inc. 460,000 $ 28,980,000
Micro Warehouse, Inc.* 215,000 3,708,750
Office Depot, Inc.* 1,250,000 21,562,500
PetSmart, Inc.* 60,400 739,900
Rite Aid Corp. 650,000 30,225,000
Sunglass Hut International, Inc.* 50,000 339,063
--------------
$ 124,425,838
- -------------------------------------------------------------------------------
Supermarkets - 0.8%
Safeway, Inc.* 250,000 $ 11,250,000
- -------------------------------------------------------------------------------
Telecommunications - 5.6%
Aspect Telecommunications Corp.* 27,500 $ 618,750
Cabletron Systems, Inc.* 320,000 14,080,000
Cellular Communications International* 115,000 3,061,875
Cisco Systems, Inc.* 450,000 30,487,500
Lucent Technologies, Inc. 555,000 35,311,875
--------------
$ 83,560,000
- -------------------------------------------------------------------------------
Utilities - Telephone - 3.0%
MCI Communications Corp. 875,000 $ 33,578,125
Sprint Corp. 225,000 10,996,875
--------------
$ 44,575,000
- -------------------------------------------------------------------------------
Total U.S. Stocks $1,358,152,208
- -------------------------------------------------------------------------------
Foreign Stocks - 3.1%
Canada - 0.2%
Loewen Group, Inc. (Business Services) 70,000 $ 2,310,000
- -------------------------------------------------------------------------------
Germany - 0.4%
Sap AG (Computer Software - Systems) 12,500 $ 2,233,949
Sap Aktiengesellschaft, ADR
(Computer Software - Systems) 50,000 3,012,500
--------------
$ 5,246,449
- -------------------------------------------------------------------------------
Japan - 1.7%
Canon, Inc. (Consumer Goods) 368,000 $ 9,338,495
Sony Corp. (Electronics) 150,000 12,658,065
TDK Corp. (Special Products and Services) 50,000 3,845,161
--------------
$ 25,841,721
- -------------------------------------------------------------------------------
Switzerland - 0.5%
Novartis AG (Pharmaceuticals) 6,000 $ 8,155,752
- -------------------------------------------------------------------------------
United Kingdom - 0.3%
Danka Business Systems, ADR (Business Services) 125,000 $ 5,015,625
- -------------------------------------------------------------------------------
Total Foreign Stocks $ 46,569,547
- -------------------------------------------------------------------------------
Total Stocks (Identified Cost, $1,040,947,309) $1,404,721,755
- -------------------------------------------------------------------------------
Convertible Preferred Stock - 0.4%
- -------------------------------------------------------------------------------
Entertainment
American Radio Systems Corp., 7s##*
(Identified Cost $4,966,400) 100,000 $ 5,400,000
- -------------------------------------------------------------------------------
Principal Amount
Short-Term Obligations - 4.1% (000 Omitted)
- -------------------------------------------------------------------------------
Carolina Power & Light Co., due 06/23/97 $ 6,000 $ 5,979,870
Federal Farm Credit Bank, due 06/04/97 5,225 5,222,653
Federal Home Loan Mortgage Corp., due 06/09/97 8,000 7,990,355
Federal Home Loan Mortgage Corp., due 06/20/97 585 583,373
Federal National Mortgage Assn., due 06/03/97 6,000 5,998,188
Federal National Mortgage Assn., due 06/19/97 11,545 11,513,425
Federal National Mortgage Assn., due 06/25/97 6,500 6,476,687
Federal National Mortgage Assn., due 06/27/97 5,000 4,980,572
General Electric Capital Corp., due 06/02/97 7,975 7,973,759
General Electric Capital Corp., due 06/13/97 4,575 4,566,613
- -------------------------------------------------------------------------------
Total Short-Term Obligations, at Amortized Cost $ 61,285,495
- -------------------------------------------------------------------------------
Total Investments (Identified Cost, $1,107,199,204) $1,471,407,250
Other Assets, Less Liabilities - 1.2% 17,164,032
- -------------------------------------------------------------------------------
Net Assets - 100.0% $1,488,571,282
- -------------------------------------------------------------------------------
* Non-income producing security.
## SEC Rule 144A restriction.
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS
Statement of Assets and Liabilities (Unaudited)
- -------------------------------------------------------------------------------
May 31, 1997
- -------------------------------------------------------------------------------
Assets:
Investments, at value (identified cost, $1,107,199,204) $1,471,407,250
Cash 69,454
Receivable for investments sold 30,305,588
Receivable for Fund shares sold 6,032,926
Dividends and interest receivable 448,242
Other assets 11,137
--------------
Total assets $1,508,274,597
--------------
Liabilities:
Payable for investments purchased $ 18,077,379
Payable for Fund shares reacquired 844,767
Payable to affiliates -
Management fee 22,795
Administrative fee 1,156
Shareholder servicing agent fee 10,550
Distribution and service fee 502,450
Accrued expenses and other liabilities 244,218
--------------
Total liabilities $ 19,703,315
--------------
Net assets $1,488,571,282
==============
Net assets consist of:
Paid-in capital $ 963,869,657
Unrealized appreciation on investments and translation
of assets and liabilities in foreign currencies 364,211,373
Accumulated undistributed net realized gain on
investments and foreign currency transactions 160,702,110
Accumulated net investment loss (211,858)
--------------
Total $1,488,571,282
==============
Shares of beneficial interest outstanding 124,537,950
===========
Class A shares:
Net asset value per share
(net assets of $1,435,713,214 / 120,019,827 shares
of beneficial interest outstanding) $11.97
======
Offering price per share (100 / 94.25) $12.70
======
Class B shares:
Net asset value and offering price per share
(net assets $43,186,387 / 3,710,756 shares
of beneficial interest outstanding) $11.64
======
Class I shares:
Net asset value, offering price and redemption price
per share (net assets $9,671,681 / 807,367 shares
of beneficial interest outstanding) $11.98
======
On sales of $50,000 or more, the offering price of Class A shares is reduced. A
contingent deferred sales charge may be imposed on redemptions of Class A and
Class B shares.
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Statement of Operations (Unaudited)
- ------------------------------------------------------------------------------
Six Months Ended May 31, 1997
- ------------------------------------------------------------------------------
Net investment income:
Income -
Dividends $ 3,047,987
Interest 1,650,970
------------
Total investment income $ 4,698,957
------------
Expenses -
Management fee $ 1,954,267
Trustees' compensation 34,856
Shareholder servicing agent fee 733,395
Shareholder servicing agent fee (Class A) 138,021
Shareholder servicing agent fee (Class B) 4,689
Distribution and service fee (Class A) 1,453,815
Distribution and service fee (Class B) 156,521
Administrative fee 50,049
Custodian fee 208,391
Postage 62,766
Auditing fees 16,761
Printing 7,559
Legal fees 6,301
Miscellaneous 197,909
------------
Total expenses $ 5,025,300
Fees paid indirectly (192,502)
------------
Net expenses $ 4,832,798
------------
Net investment loss $ (133,841)
------------
Realized and unrealized gain (loss) on investments:
Realized gain (loss) (identified cost basis) -
Investment transactions $164,613,861
Foreign currency transactions (11,231)
------------
Net realized gain on investments and foreign currency
transactions $164,602,630
------------
Change in unrealized depreciation -
Investments $ 45,277,164
Translation of assets and liabilities in foreign
currencies 3,327
------------
Net unrealized gain on investments $ 45,280,491
------------
Net realized and unrealized gain on investments
and foreign currency $209,883,121
------------
Increase in net assets from operations $209,749,280
============
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Six Months Ended
May 31, 1997 Year Ended
(Unaudited) November 30, 1996
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Increase (decrease) in net assets:
From operations -
Net investment loss $ (133,841) $ (760,467)
Net realized gain on investments and foreign
currency transactions 164,602,630 313,038,586
Net unrealized gain (loss) on investments and
foreign currency translation 45,280,491 (46,507,951)
-------------- --------------
Increase in net assets from operations $ 209,749,280 $ 265,770,168
-------------- --------------
Distributions declared to shareholders -
From net realized gain on investments and
foreign currency transactions (Class A) $ (309,700,403) $ (151,666,814)
From net realized gain on investments and
foreign currency transactions (Class B) (5,913,744) (1,895,891)
-------------- --------------
Total distributions declared to shareholders $ (315,614,147) $ (153,562,705)
-------------- --------------
Fund share (principal) transactions -
Net proceeds from sale of shares $ 362,840,916 $ 141,518,246
Net asset value of shares issued to shareholders
in reinvestment of distributions 249,205,819 122,007,526
Cost of shares reacquired (383,847,464) (204,316,519)
-------------- --------------
Increase in net assets from Fund share
transactions $ 228,199,271 $ 59,209,253
-------------- --------------
Total increase in net assets $ 122,334,404 $ 171,416,716
Net assets:
At beginning of period 1,366,236,878 1,194,820,162
-------------- --------------
At end of period (including accumulated net
investment loss of $211,858 and $78,017,
respectively) $1,488,571,282 $1,366,236,878
============== ==============
</TABLE>
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Financial Highlights
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Six Months Ended Year Ended November 30,
May 31, 1997 ---------------------------------------------------------------------
(Unaudited) 1996 1995 1994 1993 1992
- -------------------------------------------------------------------------------------------------------------------------------
Class A
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period $13.44 $12.51 $10.48 $12.97 $12.15 $10.87
------ ------ ------ ------ ------ ------
Income from investment operations# -
Net investment loss $ -- $(0.01) $(0.01) $(0.01) $(0.01) $(0.03)
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions 1.63 2.55 3.12 (0.49) 1.55 2.07
------ ------ ------ ------ ------ ------
Total from investment operations $ 1.63 $ 2.54 $ 3.11 $(0.50) $ 1.54 $ 2.04
------ ------ ------ ------ ------ ------
Less distributions declared to shareholders -
From net realized gain on investments
and foreign currency transactions $(3.10) $(1.61) $(1.08) $(1.99) $(0.72) $(0.76)
------ ------ ------ ------ ------ ------
Net asset value - end of period $11.97 $13.44 $12.51 $10.48 $12.97 $12.15
====== ====== ====== ====== ====== ======
Total return(+) 16.53%++ 23.87% 32.91% (5.00)% 13.43% 19.35%
Ratios (to average net assets)/
Supplemental data:
Expenses## 0.73%+ 0.72% 0.73% 0.72% 0.71% 0.67%
Net investment loss (0.07)%+ (0.05)% (0.08)% (0.06)% (0.19)% (0.24)%
Portfolio turnover 57% 107% 46% 56% 52% 16%
Average commission rate### $0.0610 $0.0611 $ -- $ -- $ -- $ --
Net assets at end of period (000,000
omitted) $1,436 $1,341 $1,180 $ 977 $1,132 $1,070
+ Annualized.
++ Not annualized.
# Per share data for the periods subsequent to November 30, 1992, is based on average shares outstanding.
## For the fiscal years ended after September 1, 1995, the Fund's expenses are calculated without reduction
for fees paid indirectly.
### Average commission rate is calculated for funds with fiscal years beginning on or after September 1, 1995.
(+) Total returns for Class A shares do not include the applicable sales charge. If the charge had been included, the
results would have been lower.
</TABLE>
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Financial Highlights - continued
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Year Ended November 30, 1991 1990 1989 1988 1987
- -----------------------------------------------------------------------------------------------------------------------------
Class A
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period $ 8.48 $10.70 $ 8.39 $ 9.05 $ 9.69
------ ------ ------ ------ ------
Income from investment operations -
Net investment income $ 0.01 $ 0.05 $ 0.09 $ 0.12 $ 0.18
Net realized and unrealized gain (loss) on
investments and foreign currency
transactions 2.93 (1.02) 3.14 0.64 (0.68)
------ ------ ------ ------ ------
Total from investment operations $ 2.94 $(0.97) $ 3.23 $ 0.76 $(0.50)
------ ------ ------ ------ ------
Less distributions declared to shareholders -
From net investment income $(0.03) $(0.05) $(0.08) $(0.15) $(0.14)
From net realized gain on investments and
foreign currency transactions (0.52) (1.20) (0.84) (1.27) --
------ ------ ------ ------ ------
Total distributions declared to
shareholders $(0.55) $(1.25) $(0.92) $(1.42) $(0.14)
------ ------ ------ ------ ------
Net asset value - end of period $10.87 $ 8.48 $10.70 $ 8.39 $ 9.05
====== ====== ====== ====== ======
Total return(+) 36.56% (10.27)% 42.14% 8.21% (5.57)%
Ratios (to average net assets)/Supplemental data:
Expenses 0.63% 0.53% 0.54% 0.58% 0.50%
Net investment income 0.14% 0.55% 0.91% 1.27% 1.60%
Portfolio turnover 39% 44% 32% 75% 66%
Net assets at end of period (000,000 omitted) $ 950 $ 749 $ 907 $ 735 $ 774
(+) Total returns for Class A shares do not include the applicable sales charge
(except for reinvested dividends prior to March 1, 1991). If the charge had
been included, the results would have been lower.
</TABLE>
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Financial Highlights - continued
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Six Months Ended Year Ended November 30,
May 31, 1997 -------------------------------------------------------
(Unaudited) 1996 1995 1994 1993*
- -----------------------------------------------------------------------------------------------------------------------------
Class B
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period $13.12 $12.26 $10.35 $12.93 $12.91
------ ------ ------ ------ ------
Income from investment operations# -
Net investment loss $(0.04) $(0.11) $(0.11) $(0.09) $(0.01)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 1.57 2.51 3.10 (0.50) 0.03
------ ------ ------ ------ ------
Total from investment operations $ 1.53 $ 2.40 $ 2.99 $(0.59) $ 0.02
------ ------ ------ ------ ------
Less distributions declared to shareholders -
From net realized gain on investments and
foreign currency transactions $(3.01) $(1.54) $(1.08) $(1.99) $ --
------ ------ ------ ------ ------
Net asset value - end of period $11.64 $13.12 $12.26 $10.35 $12.93
====== ====== ====== ====== ======
Total return 15.97%++ 22.87% 32.09% (5.82)% 0.70%+
Ratios (to average net assets)/Supplemental data:
Expenses## 1.53%+ 1.61% 1.63% 1.60% 1.49%+
Net investment loss (0.81)%+ (0.94)% (0.98)% (0.87)% (0.99)%+
Portfolio turnover 57% 107% 46% 56% 52%
Average commission rate### $0.0610 $0.0611 $ -- $ -- $ --
Net assets at end of period (000,000 omitted) $ 43 $ 25 $ 14 $ 9 $ 2
* For the period from the commencement of offering of Class B shares, September 7, 1993, through November 30, 1993.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## For the years ended after September 1, 1995, the Fund's expenses are calculated without reduction for fees paid
indirectly.
### Average commission rate is calculated for funds with fiscal years beginning on or after September 1, 1995.
</TABLE>
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
Financial Highlights - continued
- -------------------------------------------------------------------------------
Period Ended
May 31, 1997*
(Unaudited)
- --------------------------------------------------------------------------------
Class I
- --------------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period $ 9.86
------
Income from investment operations# -
Net investment income $ 0.01
Net realized and unrealized gain on investments and foreign
currency transactions 2.11
------
Total from investment operations $ 2.12
------
Net asset value - end of period $11.98
======
Total return 21.50%++
Ratios (to average net assets)/Supplemental data:
Expenses## 0.51%+
Net investment income 0.19%+
Portfolio turnover 57%
Average commission rate### $0.0610
Net assets at end of period (000,000 omitted) $10
* For the period from the commencement of offering of Class I shares, January
2, 1997, through May 31, 1997.
+ Annualized.
++ Not annualized.
# Per share data for the periods subsequent to November 30, 1992, is based on
average shares outstanding.
## The Fund's expenses are calculated without reduction for fees paid
indirectly.
### Average commission rate is calculated for funds with fiscal years beginning
on or after September 1, 1995.
See notes to financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(1) Business and Organization
Massachusetts Investors Growth Stock Fund (the Fund) is a Massachusetts business
trust and is registered under the Investment Company Act of 1940, as amended, as
an open-end management investment company.
(2) Significant Accounting Policies
General - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Investment Valuations - Equity securities listed on securities exchanges or
reported through the NASDAQ system are valued at last sale prices. Unlisted
equity securities or listed equity securities for which last sale prices are not
available are valued at last quoted bid prices. Debt securities (other than
short-term obligations which mature in 60 days or less), including listed
issues, are valued on the basis of valuations furnished by dealers or by a
pricing service with consideration to factors such as institutional-size trading
in similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data, without exclusive
reliance upon exchange or over-the-counter prices. Investments in foreign
securities are vulnerable to the effects of changes in the relative values of
the local currency and the U.S. dollar and to the effects of changes in each
country's legal, political, and economic environment. Short-term obligations,
which mature in 60 days or less, are valued at amortized cost, which
approximates market value. Securities for which there are no such quotations or
valuations are valued at fair value as determined in good faith by or at the
direction of the Trustees.
Foreign Currency Translation - Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases and
sales of foreign investments, income, and expenses are converted into U.S.
dollars based upon currency exchange rates prevailing on the respective dates of
such transactions. Gains and losses attributable to foreign currency exchange
rates on sales of securities are recorded for financial statement purposes as
net realized gains and losses on investments. Gains and losses attributable to
foreign exchange rate movements on income and expenses are recorded for
financial statement purposes as foreign currency transaction gains and losses.
That portion of both realized and unrealized gains and losses on investments
that results from fluctuations in foreign currency exchange rates is not
separately disclosed.
Investment Transactions and Income - Investment transactions are recorded on the
trade date. Interest income is recorded on the accrual basis. All premium and
original issue discount are amortized or accreted for financial statement and
tax reporting purposes as required by federal income tax regulations. Dividend
income is recorded on the ex-dividend date for dividends received in cash.
Dividend and interest payments received in additional securities are recorded on
the ex-dividend or ex-interest date in an amount equal to the value of the
security on such date.
Fees Paid Indirectly - The Fund's custodian bank calculates its fee based on the
Fund's average daily net assets. The fee is reduced according to a fee
arrangement, which provides for custody fees to be reduced based on a formula
developed to measure the value of cash deposited with the custodian by the Fund.
This amount is shown as a reduction of expenses on the Statement of Operations.
Tax Matters and Distributions - The Fund's policy is to comply with the
provisions of the Internal Revenue Code (the Code) applicable to regulated
investment companies and to distribute to shareholders all of its taxable
income, including any net realized gain on investments. Accordingly, no
provision for federal income or excise tax is provided. The Fund files a tax
return annually using tax accounting methods required under provisions of the
Code which may differ from generally accepted accounting principles, the basis
on which these financial statements are prepared. Accordingly, the amount of net
investment income and net realized gain reported on these financial statements
may differ from that reported on the Fund's tax return and, consequently, the
character of distributions to shareholders reported in the financial highlights
may differ from that reported to shareholders on Form 1099-DIV.
Differences in the recognition or classification of income between the financial
statements and tax earnings and profits which result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains.
Multiple Classes of Shares of Beneficial Interest - The Fund offers Class A,
Class B, and Class I shares. The three classes of shares differ in their
respective distribution and service fees. All shareholders bear the common
expenses of the Fund pro rata based on average daily net assets of each class,
without distinction between share classes. Dividends are declared separately for
each class. No class has preferential dividend rights; differences in per share
dividend rates are generally due to differences in separate class expenses.
(3) Transactions with Affiliates
Investment Adviser - The Fund has an investment advisory agreement with
Massachusetts Financial Services Company (MFS) to provide overall investment
advisory and administrative services, and general office facilities. The
management fee is computed daily and paid monthly at an annual effective rate of
0.29% of average daily net assets.
Administrator - Effective March 1, 1997, the Fund has an administrative services
agreement with MFS to provide the Fund with certain financial, legal,
compliance, shareholder communications, and other administrative services. As a
partial reimbursement for the cost of providing these services, the Fund pays
MFS an administrative fee up to 0.015% per annum of the Fund's average daily net
assets, provided that the administrative fee is not assessed on Fund assets that
exceed $3 billion.
The Fund pays no compensation directly to its Trustees who are officers of the
investment adviser, or to officers of the Fund, all of whom receive remuneration
for their services to the Fund from MFS. Certain of the officers and Trustees of
the Fund are officers or directors of MFS, MFS Fund Distributors, Inc. (MFD),
and MFS Service Center, Inc. (MFSC). The Fund has an unfunded defined benefit
plan for all its independent Trustees and Mr. Bailey. Included in Trustees'
compensation is a net periodic pension expense of $10,756 for the period ended
May 31, 1997.
Distributor - MFD, a wholly owned subsidiary of MFS, as distributor, received
$49,024 for the period ended May 31, 1997, as its portion of the sales charge on
sales of Class A shares of the Fund.
The Trustees have adopted a distribution plan for Class A and Class B shares
pursuant to Rule 12b-1 of the Investment Company Act of 1940 as follows:
The Fund's distribution plan provides that the Fund will pay MFD up to 0.35% per
annum of its average daily net assets attributable to Class A shares in order
that MFD may pay expenses on behalf of the Fund related to the distribution and
servicing of its shares. These expenses include a service fee to each securities
dealer that enters into a sales agreement with MFD of up to 0.25% per annum
(assets attributable to Class A shares sold prior to March 1, 1991, are subject
to a service fee of 0.15% per annum) of the Fund's average daily net assets
attributable to Class A shares which are attributable to that securities dealer,
a distribution fee to MFD of up to 0.10% per annum of the Fund's average daily
net assets attributable to Class A shares, commissions to dealers, and payments
to MFD wholesalers for sales at or above a certain dollar level, and other such
distribution-related expenses that are approved by the Fund. MFD retains the
service fee for accounts not attributable to a securities dealer which amounted
to $414,647 for the period ended May 31, 1997. Payment of the 10% per annum
Class A distribution fee will commence on such date as the Trustees of the Fund
may determine. Fees incurred under the distribution plan during the period ended
May 31, 1997, were 0.22% of average daily net assets attributable to Class A
shares on an annualized basis.
The Fund's distribution plan provides that the Fund will pay MFD a distribution
fee of 0.75% per annum, and a service fee of up to 0.25% per annum, of the
Fund's average daily net assets attributable to Class B shares. MFD will pay to
securities dealers that enter into a sales agreement with MFD all or a portion
of the service fee attributable to Class B shares. The service fee is intended
to be additional consideration for services rendered by the dealer with respect
to Class B shares. MFD retains the service fee for accounts not attributable to
a securities dealer, which amounted to $2,331 for Class B shares for the period
ended May 31, 1997. Fees incurred under the distribution plan during the period
ended May 31, 1997, were 1.00% of average daily net assets attributable to Class
B shares on an annualized basis.
Purchases over $1 million of Class A shares and certain purchases by retirement
plans are subject to a contingent deferred sales charge in the event of a
shareholder redemption within twelve months following such purchase. A
contingent deferred sales charge is imposed on shareholder redemptions of Class
B shares in the event of a shareholder redemption within six years of purchase.
MFD receives all contingent deferred sales charges. Contingent deferred sales
charges imposed during the period ended May 31, 1997, were $13,752 and $11,696
for Class A and Class B shares, respectively.
Shareholder Servicing Agent - MFSC, a wholly owned subsidiary of MFS, earns a
fee for its services as shareholder servicing agent. The fee is calculated as a
percentage of the Fund's average daily net assets at an effective annual rate of
0.13%. Prior to January 1, 1997, the fee was calculated as a percentage of the
average daily net assets of each class of shares at an effective annual rate of
up to 0.15% and up to 0.22% attributable to Class A and Class B shares,
respectively.
(4) Portfolio Securities
Purchases and sales of investments, other than U.S. government securities,
purchased option transactions, and short-term obligations aggregated
$733,691,744 and $789,640,012, respectively.
The cost and unrealized appreciation or depreciation in value of the investments
owned by the Fund, as computed on a federal income tax basis, are as follows:
Aggregate cost $1,107,199,204
==============
Gross unrealized appreciation $ 382,784,300
Gross unrealized depreciation (18,576,254)
--------------
Net unrealized appreciation $ 364,208,046
==============
(5) Shares of Beneficial Interest
The Fund's Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
Class A Shares
Six Months Ended May 31, 1997 Year Ended November 30, 1996
------------------------------ -----------------------------------
Shares Amount Shares Amount
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 29,501,130 $321,339,965 9,833,859 $117,167,335
Shares issued to shareholders in
reinvestment of distributions 24,273,277 243,704,117 11,391,727 120,223,809
Shares transferred to Class I (729,102) (7,188,941) -- --
Shares reacquired (32,807,697) (356,876,397) (15,793,634) (186,665,355)
---------- ------------ ----------- ------------
Net increase 20,237,608 $200,978,744 5,431,952 $ 50,725,789
========== ============ =========== ============
<CAPTION>
Class B Shares
Six Months Ended May 31, 1997 Year Ended November 30, 1996
------------------------------ -----------------------------------
Shares Amount Shares Amount
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 3,724,119 $ 40,475,983 2,089,754 $ 24,350,911
Shares issued to shareholders in
reinvestment of distributions 561,395 5,501,702 171,965 1,783,717
Shares reacquired (2,486,962) (26,796,880) (1,530,126) (17,651,164)
---------- ------------ ----------- ------------
Net increase 1,798,552 $ 19,180,805 731,593 $ 8,483,464
========== ============ =========== ============
<CAPTION>
Class I Shares
Six Months Ended May 31, 1997
-----------------------------
Shares Amount
- ----------------------------------------------------------------------
<S> <C> <C>
Shares sold 94,511 $ 1,024,968
Shares transferred from Class A 729,102 7,188,941
Shares reacquired (16,246) (174,187)
---------- ------------
Net increase 807,367 $ 8,039,722
========== ============
</TABLE>
(6) Line of Credit
The Fund and other affiliated funds participate in a $400 million unsecured line
of credit provided by a syndication of banks under a line of credit agreement.
Borrowings may be made to temporarily finance the repurchase of Fund shares.
Interest is charged to each fund, based on its borrowings, at a rate equal to
the bank's base rate. In addition, a commitment fee, based on the average daily
unused portion of the line of credit, is allocated among the participating funds
at the end of each quarter. The commitment fee allocated to the Fund for the
period ended May 31, 1997, was $4,780.
--------------------------------------
This report is prepared for the general information of shareholders. It is
authorized for distribution to prospective investors only when preceded or
accompanied by a current prospectus.
<PAGE>
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
Trustees
A. Keith Brodkin* - Chairman and Investor Information
President For MFS stock and bond market
outlooks, call toll free:
Richard B. Bailey* - Private Investor; 1-800-637-4458 anytime from a
Former Chairman and Director (until touch-tone telephone.
1991), Massachusetts Financial
Services Company; Director, Cambridge For information on MFS mutual funds,
Bancorp; Director, Cambridge Trust call your financial adviser or, for an
Company information kit, call toll free:
1-800-637-2929 any business day from 9
Peter G. Harwood - Private Investor a.m. to 5 p.m. Eastern time (or leave
a message anytime).
J. Atwood Ives - Chairman and Chief
Executive Officer, Eastern Enterprises Investor Service
MFS Service Center, Inc.
Lawrence T. Perera - Partner, Hemenway P.O. Box 2281
& Barnes Boston, MA 02107-9906
William J. Poorvu - Adjunct Professor, For general information, call toll free
Harvard University Graduate School of 1-800-225-2606 any business day from
Business Administration 8 a.m. to 8 p.m. Eastern time.
Charles W. Schmidt - Private Investor For service to speech- or
hearing-impaired, call toll free:
Arnold D. Scott* - Senior Executive 1-800-637-6576 any business day from 9
Vice President, Director and a.m. to 5 p.m. Eastern time. (To use
Secretary, Massachusetts Financial this service, your phone must be
Services Company equipped with a Telecommunications
Device for the Deaf.)
Jeffrey L. Shames* - President and
Director, Massachusetts Financial For share prices, account balances,
Services Company and exchanges, call toll free:
1-800-MFS-TALK (1-800-637-8255)
Elaine R. Smith - Independent anytime from a touch-tone telephone.
Consultant
World Wide Web
David B. Stone - Chairman, North www.mfs.com
American Management Corp. (investment
advisers)
[DALBAR For the third year in a row,
Investment Adviser LOGO] MFS earned a #1 ranking in the
Massachusetts Financial Services DALBAR, Inc. Broker/Dealer Survey,
Company Main Office Operations Service Quality
500 Boylston Street Category. The firm achieved a 3.48
Boston, MA 02116-3741 overall score on a scale of 1 to 4 in
the 1996 survey. A total of 110 firms
Distributor responded, offering input on the
MFS Fund Distributors, Inc. quality of service they received from
500 Boylston Street 29 mutual fund companies nationwide.
Boston, MA 02116-3741 The survey contained questions about
service quality in 15 categories,
Portfolio Manager including "knowledge of phone service
Christian Felipe* contacts," "accuracy of transaction
processing," and "overall ease of
Treasurer doing business with the firm."
W. Thomas London*
Assistant Treasurer
James O. Yost*
Secretary
Stephen E. Cavan*
Assistant Secretary
James R. Bordewick, Jr.*
Custodian
State Street Bank and Trust Company
*Affiliated with the Investment Adviser
<PAGE>
-------------
Massachusetts [DALBAR LOGO] Bulk Rate
Investors Growth U.S. Postage
Stock Fund P a i d
MFS
500 Boylston Street -------------
Boston, MA 02116-3741
[LOGO] M F S(SM)
INVESTMENT MANAGEMENT
We invented the mutual fund(SM)
(C)1997 MFS Fund Distributors, Inc., 500 Boylston Street, Boston, MA 02116-3741
MIG-3 7/97 56M 13/213/813
<PAGE>
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS INCLUDED IN PARTS A AND B:
INCLUDED IN PART A OF THIS REGISTRATION STATEMENT:
For the ten years ended November 30, 1996:
Financial Highlights
For the six-month period ended May 31, 1997:
Financial Highlights (unaudited)
INCLUDED IN PART B OF THIS REGISTRATION STATEMENT:
At November 30, 1996:
Portfolio of Investments*
Statement of Assets and Liabilities*
At May 31, 1997:
Portfolio of Investments (unaudited)**
Statement of Assets and Liabilities (unaudited)**
For the two years ended November 30, 1996:
Statement of Changes in Net Assets*
For the six months ended May 31, 1997:
Statement of Change in Net Assets (unaudited)**
For the year ended November 30, 1996:
Statement of Operations*
For the six months ended May 31, 1997:
Statement of Operations (unaudited)**
- ----------
*Incorporated herein by reference to the Fund's Annual Report to
Shareholders dated November 30, 1996, filed with the SEC via EDGAR on
January 15, 1997.
**Incorporated herein by reference to the Fund's Semiannual Report to
Shareholders, dated May 31, 1997, filed with the SEC on August 5, 1997.
(B) EXHIBITS
1(a) Amended & Restated Declaration of Trust, dated January 19,
1995. (1)
(b) Amendment to Declaration of Trust, dated June 20, 1996. (7)
(c) Amendment to Declaration of Trust, dated December 19, 1996.
(10).
(d) Amendment to Declaration of Trust, dated October 29, 1997;
filed herewith.
2 Amended & Restated By-Laws, dated December 21, 1994. (1)
3 Not Applicable.
4 Form of Share Certificate for Classes of Shares. (6)
5 Investment Advisory Agreement, dated July 19, 1985. (5)
6(a) Distribution Agreement, dated January 1, 1995. (1)
(b) Dealer Agreement between MFS Fund Distributors, Inc. ("MFD"),
and a dealer and the Mutual Fund Agreement between MFD and a
bank or NASD affiliate, as amended April 11, 1997. (11)
7 Retirement Plan for Non-Interested Person Trustees, dated
January 1, 1991. (1)
8(a) Custodian Agreement between the Trust and State Street
Bank and Trust Company, dated May 24, 1988. (5)
(b) Amendment No. 1 to Custodian Agreement, dated May 24, 1988.
(5)
(c) Amendment No. 2 to Custodian Agreement, dated September 20,
1989. (5)
(d) Amendment No. 3 to Custodian Agreement, dated October 1,
1989. (5)
(e) Amendment No. 4 to Custodian Agreement, dated December 28,
1990. (5)
(f) Amendment No. 5 to Custodian Agreement, dated September 17,
1991. (5)
9(a) Shareholder Servicing Agent Agreement, dated August 1,
1985. (5)
(b) Amendment to Shareholder Servicing Agent Agreement, dated
January 1, 1997 to amend fee schedule. (10).
(c) Exchange Privilege Agreement, dated July 30, 1997; filed
herewith.
(d) Loan Agreement by and among the Banks named therein, the MFS
Funds named therein, and The First National Bank of Boston,
dated as of February 21, 1995.
(e) Third Amendment dated February 14, 1997 to Loan Agreement
dated February 21, 1995 By and Among the Banks named therein
and The First National Bank of Boston. (12)
(f) Dividend Disbursing Agency Agreement, dated February 1, 1986.
(2)
(g) Master Administrative Services Agreement dated March 1, 1997.
(8)
10 Consent and Opinion of Counsel, dated October 29, 1997; filed
herewith.
11 Consent of Deloitte & Touche LLP; filed herewith.
12 Not Applicable.
13 Not Applicable.
14(a) Forms for Individual Retirement Account Disclosure
Statement as currently in effect. (4)
(b) Forms for MFS 403(b) Custodial Account Agreement as currently
in effect. (4)
(c) Forms for MFS Prototype Paired Defined Contribution Plans and
Trust Agreement as currently in effect. (4)
15(a) Master Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, effective January 1, 1997.
(9)
(b) Exhibits as revised October 15, 1997 to Master Distribution
Plan pursuant to Rule 12b-1 under the Investment Company Act
of 1940 to replace those exhibits to the Master Distribution
Plan contained in Exhibit 15(a) above; filed herewith.
16 Schedule of Computation for Performance Quotations - Average
Annual Total Return. (1)
17 Financial Data Schedules on behalf of Massachusetts Investors
Growth Stock Fund; filed herewith.
18 Plan pursuant to Rule 18f-3(d) under the Investment Company
Act of 1940. (6)
Power of Attorney, dated September 21, 1994. (1)
- ---------------------------
(1) Incorporated by reference to the Registrant's Post-Effective Amendment No.
59 filed with the SEC via EDGAR on March 30, 1995.
(2) 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.
(3) Incorporated by reference to Amendment No. 8 on Form N-2 for MFS Municipal
Income Trust (File No. 811-4841) filed with the SEC via EDGAR on February
28, 1995.
(4) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 32 filed with the SEC via EDGAR on
August 28, 1995.
(5) Incorporated by reference to the Registrant's Post-Effective Amendment No.
60 filed with the SEC via EDGAR on October 26, 1995.
(6) 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.
(7) Incorporated by reference to the Registrant's Post-Effective Amendment No.
62 filed with the SEC via EDGAR on August 29, 1996.
(8) Incorporated by reference to MFS/Sun Life Series Trust (File Nos. 2-83616
and 811-3732) Post-Effective Amendment No.19 filed with the SEC via EDGAR
on March 18, 1997.
(9) Incorporated by reference to MFS Series Trust IV (File Nos. 2-54607 and
811-2594) Post-Effective Amendment No. 30 filed with the SEC via EDGAR on
December 27, 1996.
(10) Incorporated by reference to the Registrant's Post-Effective Amendment No.
63 filed with the SEC via EDGAR on March 27, 1997.
(11) Incorporated by reference to MFS Series Trust III (File Nos. 2-60491 and
811-2794) Post-Effective Amendment No. 24 filed with the SEC via EDGAR on
May 29, 1997.
(12) Incorporated by reference to MFS Series Trust I (File Nos. 33-7638 and
811-4777) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on
June 26, 1997.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
Class A Shares of Beneficial Interest 37,148
(without par value) (as of October 17, 1997)
Class B Shares of Beneficial Interest 6,433
(without par value) (as of October 17, 1997)
Class C Shares of Beneficial Interest 0
(without par value) (as of October 17, 1997)
Class I Shares of Beneficial Interest 3
(without par value) (as of October 17, 1997)
ITEM 27. INDEMNIFICATION
Reference is hereby made to (a) Article V of Registrant's Declaration
of Trust, incorporated by reference to Post-Effective Amendment No. 59, filed
with the SEC on March 30, 1995 and (b) Section 9 of the Shareholder Servicing
Agent Agreement, incorporated by reference to Post-Effective Amendment No. 60,
filed with the SEC on October 26, 1995.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser and principal underwriter 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, as amended.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
MFS serves as investment adviser to the following open-end
Funds comprising the MFS Family of Funds: 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 thirteen series: MFS Managed Sectors Fund, MFS Cash Reserve
Fund, MFS World Asset Allocation Fund, MFS Aggressive Growth Fund, MFS Research
Growth and Income Fund, MFS Core Growth Fund, MFS Equity Income Fund, MFS
Special Opportunities Fund, MFS Convertible Securities Fund, MFS Blue Chip 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 Capital Growth Fund, MFS Intermediate Income Fund and MFS Gold
& Natural Resources Fund), MFS Series Trust III (which has two series: MFS High
Income Fund and MFS Municipal High Income Fund), MFS Series Trust IV (which has
four series: MFS Money Market Fund, MFS Government Money Market Fund, MFS
Municipal Bond Fund and MFS OTC Fund), MFS Series Trust V (which has two series:
MFS Total Return Fund and MFS Research Fund), MFS Series Trust VI (which has
three series: MFS World Total Return Fund, MFS Utilities Fund and MFS World
Equity Fund), MFS Series Trust VII (which has two series: MFS World Governments
Fund and MFS Value Fund), MFS Series Trust VIII (which has two series: MFS
Strategic Income Fund and MFS World Growth Fund), MFS Series Trust IX (which has
three series: MFS Bond Fund, MFS Limited Maturity Fund and MFS Municipal Limited
Maturity Fund), MFS Series Trust X (which has four series: MFS Government
Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS/Foreign
& Colonial International Growth Fund and MFS/Foreign & Colonial International
Growth and Income Fund), and MFS Municipal Series Trust (which has 16 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
and MFS Municipal Income 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
no-load, open-end Funds: MFS Institutional Trust ("MFSIT") (which has seven
series), MFS Variable Insurance Trust ("MVI") (which has twelve series) and MFS
Union Standard Trust ("UST"). 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"), Money Market Variable Account, High Yield Variable
Account, Capital Appreciation Variable Account, Government Securities Variable
Account, World Governments Variable Account, Total Return Variable Account and
Managed Sectors Variable Account. The principal business address of each of the
aforementioned funds is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.
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 (which has six
portfolios: MFS American Funds-U.S. Equity Fund, MFS American Funds-U.S.
Emerging Growth Fund, MFS American Funds-U.S. High Yield Bond Fund, MFS American
Funds - U.S. Dollar Reserve Fund, MFS American Funds-Charter Income Fund and MFS
American Funds-U.S. Research 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 Government Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
World Growth Fund, MFS Meridian Money Market Fund, MFS Meridian World Total
Return Fund, MFS Meridian U.S. Equity Fund, MFS Meridian Research Fund, MFS
Meridian U.S. High Yield Fund and MFS Emerging Markets Debt 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 4 John Carpenter Street, London, England ED4Y 0NH, is
involved primarily in marketing and investment research activities with respect
to private clients and the MIL Funds and the MFS Meridian Funds.
MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary
of MFS, serves as distributor for the MFS Funds, MVI, UST and MFSIT.
Clarendon Insurance Agency, Inc. ("CIAI"), a wholly owned
subsidiary of MFS, serves as distributor for certain life insurance and annuity
contracts issued by Sun Life Assurance Company of Canada (U.S.).
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, MVI and UST.
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.
MFS
The Directors of MFS are A. Keith Brodkin, Jeffrey L. Shames,
Arnold D. Scott, Donald A. Stewart and John D. McNeil. Mr. Brodkin is the
Chairman, Mr. Shames is the President, Mr. Scott is a Senior Executive Vice
President and Secretary, Bruce C. Avery, William S. Harris, William W. Scott,
Jr., Patricia A. Zlotin, John W. Ballen, Thomas J. Cashman, Jr., Joseph W. Dello
Russo and Kevin R. Parke are Executive Vice Presidents, Stephen E. Cavan is a
Senior Vice President, General Counsel and an Assistant Secretary, 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
A. Keith Brodkin is the Chairman and President, Stephen E.
Cavan is the Secretary, W. Thomas London 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 Secretary.
MFS SERIES TRUST II
A. Keith Brodkin is the Chairman and President, Leslie J.
Nanberg, Senior Vice President of MFS, is a Vice 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.
MFS GOVERNMENT MARKETS INCOME TRUST
MFS INTERMEDIATE INCOME TRUST
A. Keith Brodkin is the Chairman and President, Leslie J.
Nanberg, Senior Vice President of MFS, is a Vice 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.
MFS SERIES TRUST III
A. Keith Brodkin is the Chairman and President, James T.
Swanson, Robert J. Manning, Cynthia M. Brown and Joan S. Batchelder, Senior Vice
Presidents of MFS, and Bernard Scozzafava, Vice President of MFS, are Vice
Presidents, Sheila Burns-Magnan, Assistant Vice President of MFS, and Daniel E.
McManus, Vice President of MFS, are Assistant Vice Presidents, 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 SERIES TRUST IV
MFS SERIES TRUST IX
A. Keith Brodkin is the Chairman and President, Robert A.
Dennis and Geoffrey L. Kurinsky, Senior Vice Presidents of MFS, are Vice
Presidents, 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 SERIES TRUST VII
A. Keith Brodkin is the Chairman and President, Leslie J.
Nanberg and Stephen C. Bryant, Senior Vice Presidents of MFS, are Vice
Presidents, 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 SERIES TRUST VIII
A. Keith Brodkin is the Chairman and President, Jeffrey L.
Shames, Leslie J. Nanberg, Patricia A. Zlotin, James T. Swanson and John D.
Laupheimer, Jr., Vice President of MFS, are Vice Presidents, 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 MUNICIPAL SERIES TRUST
A. Keith Brodkin is the Chairman and President, Cynthia M.
Brown and Robert A. Dennis are Vice Presidents, David B. Smith, Geoffrey L.
Schechter and David R. King, Vice Presidents of MFS, are Vice Presidents, Daniel
E. McManus, Vice President of MFS, is an Assistant Vice 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.
MFS VARIABLE INSURANCE TRUST
MFS UNION STANDARD TRUST
MFS INSTITUTIONAL TRUST
A. Keith Brodkin is the Chairman and 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.
MFS MUNICIPAL INCOME TRUST
A. Keith Brodkin is the Chairman and President, Cynthia M.
Brown and Robert J. Manning are Vice Presidents, 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 MULTIMARKET INCOME TRUST
MFS CHARTER INCOME TRUST
A. Keith Brodkin is the Chairman and President, Leslie J.
Nanberg and James T. Swanson are Vice Presidents, 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 SPECIAL VALUE TRUST
A. Keith Brodkin is the Chairman and President, Jeffrey L.
Shames and Robert J. Manning are Vice Presidents, 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/SUN LIFE SERIES TRUST
John D. McNeil, Chairman and Director of Sun Life Assurance
Company of Canada, is the Chairman, 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
WORLD GOVERNMENTS VARIABLE ACCOUNT
MANAGED SECTORS VARIABLE ACCOUNT
John D. McNeil is the Chairman, Stephen E. Cavan is the
Secretary, and James R. Bordewick, Jr., is the Assistant Secretary.
MIL
A. Keith Brodkin is a Director and the Chairman, Arnold D.
Scott and Jeffrey L. Shames are Directors, Thomas J. Cashman, Jr., an Executive
Vice President of MFS, is a Senior Vice President, Stephen E. Cavan is a
Director, Senior Vice President and the Clerk, James R. Bordewick, Jr. is a
Director, Vice President and an Assistant 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
A. Keith Brodkin is a Director and the Chairman, Arnold D.
Scott, Jeffrey L. Shames, and James R. Bordewick, Jr., are Directors, Stephen E.
Cavan is a Director and the Secretary, James E. Russell is the Treasurer, and
Robert T. Burns is the Assistant Secretary.
MIL FUNDS
A. Keith Brodkin is the Chairman, President and a Director,
Richard B. Bailey, John A. Brindle, Richard W. S. Baker 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
A. Keith Brodkin is the Chairman, President and a Director,
Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott,
Jeffrey L. Shames 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.
MFD
A. Keith Brodkin is the Chairman and a Director, 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.
CIAI
A. Keith Brodkin is the Chairman and a Director, Arnold D.
Scott and Jeffrey L. Shames are Directors, Cynthia Orcott is President, Bruce C.
Avery is the 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.
MFSC
A. Keith Brodkin is the Chairman and a Director, Arnold D.
Scott and Jeffrey L. Shames are Directors, Joseph A. Recomendes, a Senior Vice
President of MFS, is Vice Chairman and a Director, Janet A. Clifford is the
Executive 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.
MFSI
A. Keith Brodkin is the Chairman and a Director, Jeffrey L.
Shames, and Arnold D. Scott are Directors, Thomas J. Cashman, Jr., is the
President and a Director, Leslie J. Nanberg is a Senior Vice President, a
Managing Director and a Director, George F. Bennett, Carol A. Corley, John A.
Gee, Brianne Grady and Kevin R. Parke (who is an Executive Vice President of
MFS) 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
William W. Scott, Jr. and Bruce C. Avery are Directors, Arnold
D. Scott is the Chairman and a Director, Joseph W. Dello Russo is the Treasurer,
Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is the
Secretary, Robert T. Burns is the Assistant Secretary and Sharon A. Brovelli and
Martin E. Beaulieu are Senior Vice Presidents.
In addition, the following persons, Directors or officers of
MFS, have the affiliations indicated:
<TABLE>
<CAPTION>
<S> <C>
A. Keith Brodkin Director, Sun Life Assurance Company of Canada (U.S.),
One Sun Life Executive Park, Wellesley Hills,
Massachusetts
Director, Sun Life Insurance and Annuity Company of New
York, 67 Broad Street, New York, New York
Donald A. Stewart President and a Director, 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)
John D. McNeil Chairman, Sun Life Assurance Company of Canada, Sun Life
Centre, 150 King Street West, Toronto, Ontario, Canada
(Mr. McNeil is also an officer and/or Director of
various subsidiaries and affiliates of Sun Life)
Joseph W. Dello Russo Director of Mutual Fund Operations, The Boston Company,
Exchange Place, Boston, Massachusetts (until August,
1994)
</TABLE>
ITEM 29. DISTRIBUTORS
(a) Reference is hereby made to Item 28 above.
(b) Reference is hereby made to Item 28 above; the principal
business address of each of these persons is 500 Boylston Street, Boston,
Massachusetts 02116.
(c) Not applicable.
ITEM 30. 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 and 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. 500 Boylston Street
(transfer agent) Boston, MA 02116
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of its latest annual report to shareholders
upon request and without charge.
(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the provisions set forth in Item 27 of
this Part C, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being Registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<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 29th day of October, 1997.
MASSACHUSETTS INVESTORS
GROWTH STOCK 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 October 29, 1997.
SIGNATURE TITLE
A. KEITH BRODKIN* Chairman, President (Principal Executive
- ----------------------------- Officer) and Trustee
A. Keith Brodkin
W. THOMAS LONDON* Treasurer (Principal Financial Officer
- ----------------------------- and Principal Accounting Officer)
W. Thomas London
RICHARD B. BAILEY* Trustee
- -----------------------------
Richard B. Bailey
PETER G. HARWOOD* Trustee
- -----------------------------
Peter G. Harwood
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
JEFFREY L. SHAMES* Trustee
- -----------------------------
Jeffrey L. Shames
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 a
Power of Attorney dated September 21, 1994,
incorporated by reference to the
Registrant's Post-Effective Amendment No.
59 filed via EDGAR with the Securities and
Exchange Commission on March 30, 1995.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1(d) Amendment to Declaration of Trust, dated October 29, 1997.
9(c) Exchange Privilege Agreement, dated July 30, 1997.
10 Consent and Opinion of Counsel, dated October 29, 1997.
11 Consent of Deloitte & Touche LLP.
15(b) Exhibits as revised October 15, 1997 to Master Distribution Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940
to replace those exhibits to the Master Distribution Plan
contained in Exhibit 15(a).
17 Financial Data Schedules on behalf of Massachusetts Investors
Growth Stock Fund.
<PAGE>
EXHIBIT NO. 99.1(d)
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
CERTIFICATION OF AMENDMENT
TO DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF CLASSES
Pursuant to Section 6.9 of the Amended and Restated Declaration of Trust
dated January 18, 1995 (the "Declaration") of Massachusetts Investors Growth
Stock Fund, a business trust organized under the laws of The Commonwealth of
Massachusetts (the "Trust"), the undersigned Trustees of the Trust, being a
majority of the Trustees of the Trust, hereby create an additional class of
Shares, (as defined in the Declaration), such series to have the following
special and relative rights:
1. The additional class of shares is designated "Class C Shares";
2. Class C Shares shall be entitled to all the rights and preferences
accorded to shares under the Declaration;
3. The purchase price of Class C Shares, the method of determination of
the net asset value of Class C Shares, the price, terms and manner
of redemption of Class C Shares, and the relative dividend rights of
holders of Class C Shares shall be established by the Trustees of
the Trust in accordance with the Declaration and shall be set forth
in the current prospectus and statement of additional information of
the Trust or any series thereof, as amended from time to time,
contained in the Trust's registration statement under the Securities
Act of 1933, as amended;
4. Class C Shares shall vote together as a single class except that
Shares of a class may vote separately on matters affecting only that
class and Shares of a class not affected by a matter will not vote
on that matter; and
5. A class of Shares of any series of the Trust may be terminated by
the Trustees by written notice to the Shareholders of the class.
<PAGE>
IN WITNESS WHEREOF, a majority of the Trustees of the Trust have executed
this amendment, in one or more counterparts, all constituting a single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of this 28th day of October, 1997 and further certify, as provided by the
provisions of Section 9.3(d) of the Declaration, that this amendment was duly
adopted by the undersigned in accordance with the second sentence of Section
9.3(a) of the Declaration.
A. KEITH BRODKIN CHARLES W. SCHMIDT
- -------------------------------------- --------------------------------------
A. Keith Brodkin Charles W. Schmidt
76 Farm Road 63 Claypit Hill Road
Sherborn, MA 01770 Wayland, MA 01778
RICHARD B. BAILEY
- -------------------------------------- --------------------------------------
Richard B. Bailey Arnold D. Scott
63 Atlantic Avenue 20 Rowes Wharf
Boston, MA 02110 Boston, MA 02110
PETER G. HARWOOD
- -------------------------------------- --------------------------------------
Peter G. Harwood Jeffrey L. Shames
211 Lindsay Pond Road 38 Lake Avenue
Concord, MA 01742 Newton, MA 02159
J. ATWOOD IVES
- -------------------------------------- --------------------------------------
J. Atwood Ives Elaine R. Smith
1 Bennington Road 75 Scotch Pine Road
Lexington, MA 02173 Weston, MA 02193
LAWRENCE T. PERERA DAVID B. STONE
- -------------------------------------- --------------------------------------
Lawrence T. Perera David B. Stone
18 Marlborough Street 282 Beacon Street
Boston, MA 02116 Boston, MA 02116
WILLIAM J. POORVU
- --------------------------------------
William J. Poorvu
975 Memorial Drive
Cambridge, MA 02138
<PAGE>
EXHIBIT 99.9(c)
EXCHANGE PRIVILEGE AGREEMENT
AGREEMENT, dated as of July 30, 1997, by and among each of the trusts
(on behalf of each of their series from time to time) listed below
(collectively, the "Funds") and MFS Fund Distributors, Inc. ("MFD").
WITNESSETH THAT:
WHEREAS, pursuant to the terms of a distribution agreement by and
between each Fund and MFD, MFD has the exclusive right to arrange for the sale
of shares of each class of each Fund at the net asset value used in determining
the public offering price on which orders for shares were based, subject to the
exceptions therein set forth or referred to; and
WHEREAS, the Funds have differing investment objectives as set out in
their prospectuses and consider it appropriate to make available to existing and
future shareholders of the Funds the opportunity to implement changes to their
investments through the acquisition, without sales charge or reinitiating the
time period used in calculating the amount of contingent deferred sales charge
assessable upon redemption, of the shares of any one or more of the Funds by use
of the proceeds of redemption of shares of any other Fund (if available for sale
and if the purchaser is eligible to purchase such shares) (herein referred to in
various grammatical forms of the word "exchange"), subject to reasonable
conditions designed to limit expense and administrative inconvenience or imposed
in the best interest of the other shareholders of any of the Funds;
NOW, THEREFORE, the parties hereto agree as follows:
1. During the term of this Agreement, shares of each Fund may, subject
to the policies and restrictions set forth in the Funds' then current
prospectuses, be exchanged for shares of any one or more other Funds at net
asset value; provided that the shares being acquired are then available for sale
and the purchaser is then eligible to purchase such shares. Front-end sales
loads, deferred sales loads, administrative fees, redemption fees and Rule 12b-1
fees (as such terms are defined or used in Rule 11a-3 under the Investment
Company Act of 1940 (the "1940 Act")), shall be imposed, suspended or tolled,
reinstated, and continued, as applicable, with respect to such exchanges in
accordance with Rule 11a-3 under the 1940 Act and the policies described in the
Funds' then current prospectuses.
2. MFD shall serve as the agent of the Funds in effecting share
exchanges. In accordance with the provisions of Section 1 above, MFD may charge
the shareholder a reasonable amount for its services in effecting the exchange.
MFD shall report daily to the Funds concerning all exchanges made pursuant to
this Agreement. MFD will not seek reimbursement from the Funds for any expenses
incurred by it in connection with any such purchases.
3. Each of the Funds may, by written notice to each of the other Funds
and MFD, terminate its exchange offer provided by this Agreement and require MFD
and the other Funds to terminate the exchange offer in respect of the shares of
the Fund so giving notice. MFD may by written notice to any Fund terminate its
services in effecting such exchanges on behalf of such Fund. The exchange offers
with respect to shares of a Fund made by MFD to the shareholders of the other
Funds pursuant to this Agreement shall in any event be terminated effective upon
the termination of the services of MFD as distributor of the shares of such
Fund.
4. Nothing in this Agreement shall modify or reduce the obligations of
a Fund or MFD contained in the distribution agreement, if any, between MFD and
such Fund as the same may from time to time be modified or amended.
5. To the extent that a Fund's current prospectus contains provisions
that are inconsistent with the terms of this Agreement, the terms of the
prospectus shall be controlling.
6. This Agreement supersedes all prior or contemporaneous agreements
between the parties hereto relating to the subject matter hereof.
7. The terms of this Agreement shall become effective as of the date
first above written.
8. A copy of the Declaration of Trust of each Fund is on file with the
Secretary of State of The Commonwealth of Massachusetts. MFD acknowledges that
the obligations of or arising out of this instrument are not binding upon any of
the Funds' trustees, officers, employees, agents or shareholders individually,
but are binding solely upon the assets and property of the Fund. If this
instrument is executed by a Fund on behalf of one or more series of the Fund,
MFD further acknowledges that the assets and liabilities of each series of the
Fund are separate and distinct and that the obligations of or arising out of
this instrument are binding solely upon the assets or property of the series on
whose behalf the Fund has executed this instrument. If a Fund has executed this
instrument on behalf of more than one series of the Fund, MFD also agrees that
the obligations of each series hereunder shall be several and not joint, in
accordance with its proportionate interest hereunder, and MFD agrees not to
proceed against any series for the obligations of another series.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written and caused their seals to be affixed by their
representatives thereunto duly authorized.
MFS SERIES TRUST I MFS SERIES TRUST IX
MFS SERIES TRUST II MFS SERIES TRUST X
MFS SERIES TRUST III MFS MUNICIPAL SERIES TRUST
MFS SERIES TRUST IV MFS GROWTH OPPORTUNITIES FUND
MFS SERIES TRUST V MFS GOVERNMENT SECURITIES FUND
MFS SERIES TRUST VI FUND MASSACHUSETTS INVESTORS GROWTH STOCK
MFS SERIES TRUST VII MFS GOVERNMENT LIMITED MATURITY FUND
MFS SERIES TRUST VIII MASSACHUSETTS INVESTORS TRUST
MFS UNION STANDARD TRUST
By: A. KEITH BRODKIN
---------------------------
A. Keith Brodkin
Chairman
MFS FUND DISTRIBUTORS, INC.
By: WILLIAM W. SCOTT, JR.
----------------------------
William W. Scott, Jr.,
President
<PAGE>
EXHIBIT NO. 99.10
MASSACHUSETTS FINANCIAL SERVICES COMPANY
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116-3741
(617) 954-5000
October 29, 1997
Massachusetts Investors Growth Stock Fund
500 Boylston Street
Boston, MA 02116
Gentlemen:
I am a Senior Vice President and Associate General Counsel of
Massachusetts Financial Services Company, which serves as investment adviser to
Massachusetts Investors Growth Stock Fund (the "Fund"), and the Assistant
Secretary of the Fund. I am admitted to practice law in The Commonwealth of
Massachusetts. The Fund was created under a written Declaration of Trust dated
March 5, 1985, executed and delivered in Boston, Massachusetts, as amended and
restated January 19, 1995 (the "Declaration of Trust"). The beneficial interest
thereunder is represented by transferable shares without par value. The Trustees
have the powers set forth in the Declaration of Trust, subject to the terms,
provisions and conditions therein provided.
I am of the opinion that the legal requirements have been complied with
in the creation of the Trust, and that said Declaration of Trust is legal and
valid.
Under Article III, Section 3.4 and Article VI, Section 6.4 of the
Declaration of Trust, the Trustees are empowered, in their discretion, from time
to time to issue shares of the Fund for such amount and type of consideration,
at such time or times and on such terms as the Trustees may deem best. Under
Article VI, Section 6.1, it is provided that the number of shares of beneficial
interest authorized to be issued under the Declaration of Trust is unlimited.
By vote adopted on January 18, 1995, the Trustees of the Fund
determined to sell to the public the authorized but unissued shares of
beneficial interest of the Fund for cash at a price which will net the Fund
(before taxes) not less than the net asset value thereof, as defined in the
Fund's By-Laws, determined next after the sale is made or at some later time
after such sale.
The Fund has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933 (the "Shares").
<PAGE>
Massachusetts Investors Growth Stock Fund
Page 2
October 29, 1997
I am of the opinion that all necessary Fund action precedent to the
issue of all the authorized but unissued Shares of the Fund has been duly taken,
and that all the Shares were legally and validly issued, and when sold, will be
fully paid and non-assessable, assuming the receipt by the Fund of the cash
consideration therefor in accordance with the terms of the January 18, 1995 vote
of the Trustees described above, except as described below. I express no opinion
as to compliance with the Securities Act of 1933, the Investment Company Act of
1940, or applicable state "Blue Sky" or securities laws in connection with the
sale of the Shares.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Fund and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Fund
or the Trustees. The Declaration of Trust provides for indemnification out of
the Fund property for all loss and expense of any shareholder held personally
liable for the obligations of the Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its obligations.
I consent to your filing this opinion with the Securities and Exchange
Commission.
Very truly yours,
JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
JRB/bjn
<PAGE>
EXHIBIT NO. 99.11
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 64 to Registration Statement No.2-14677 of Massachusetts Investors Growth
Stock Fund of our report dated January 3, 1997, appearing in the annual report
to shareholders for the year ended November 30, 1996, and to the references to
us under the headings "Condensed Financial Information" in the Prospectus and
"Independent Auditors and Financial Statements" in the Statement of Additional
Information, both of which are part of such Registration Statement.
Deloitte & Touche LLP
Boston, Massachusetts
October 24, 1997
<PAGE>
EXHIBIT NO. 99.15(B)
EXHIBIT A
DATED: JANUARY 1, 1997
REVISED: OCTOBER 15, 1997
- --------------------------------------------------------------------------------
CLASSES OF SHARES
COVERED BY RULE 12B-1 DATE RULE 12B-1
FUND PLAN PLAN ADOPTED
- -------------------------------------------------------------------------------
MFS High Income Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Municipal High Income Fund B January 1, 1997
- -------------------------------------------------------------------------------
MFS Municipal Bond Fund B January 1, 1997
- -------------------------------------------------------------------------------
MFS Mid-Cap Growth Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Total Return Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Research Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS World Governments Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Value Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Bond Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Limited Maturity Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Municipal Limited Maturity Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Government Mortgage Fund A,B January 1, 1997
- -------------------------------------------------------------------------------
MFS/Foreign & Colonial Emerging
Markets Equity Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS International Growth Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS International Growth and Income Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
Massachusetts Investors Trust A,B,C January 1, 1997
- -------------------------------------------------------------------------------
Massachusetts Investors Growth A,B,C January 1, 1997
Stock Fund
- -------------------------------------------------------------------------------
MFS Growth Opportunities Fund A,B January 1, 1997
- -------------------------------------------------------------------------------
MFS Government Securities Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS International Opportunities Fund A,B,C October 8, 1997
- -------------------------------------------------------------------------------
MFS International Value Fund A,B,C October 8, 1997
- -------------------------------------------------------------------------------
MFS International Strategic Growth Fund A,B,C October 8, 1997
- -------------------------------------------------------------------------------
MFS Asia Pacific Fund A,B,C October 8, 1997
- -------------------------------------------------------------------------------
<PAGE>
EXHIBIT B
DATED: JANUARY 1, 1997
REVISED: OCTOBER 15, 1997
Massachusetts Investors Trust
MFS High Income Fund
MFS Mid-Cap Growth Fund
MFS Total Return Fund
MFS Research Fund
MFS World Governments Fund
MFS Value Fund
MFS Bond Fund
MFS Limited Maturity Fund
MFS Municipal Limited Maturity Fund
MFS Government Mortgage Fund
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
<PAGE>
EXHIBIT C
DATED: JANUARY 1, 1997
REVISED: OCTOBER 8, 1997
MFS/Foreign & Colonial Emerging Markets Equity Fund
MFS International Growth Fund
MFS International Growth & Income Fund
MFS International Opportunities Fund
MFS International Value Fund
MFS International Strategic Growth Fund
MFS Asia Pacific Fund
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