<PAGE>
As filed with the Securities and Exchange Commission on September 21, 2000
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. 68
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 29
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 Co.,
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box):
|_| immediately upon filing pursuant to paragraph (b)
|_| on [date] pursuant to paragraph (b)
|X| 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 dated December 1, 2000 to the Current Prospectus
This Supplement describes the fund's class J shares, and it supplements certain
information in the fund's Prospectus dated April 1, 2000. The caption headings
used in this Supplement correspond with the caption headings used in the
Prospectus.
Class J shares are available for purchase only by Japanese investors. Class J
shares may only be offered or sold outside the United States and this supplement
does not constitute an offer of class J shares to any person who resides within
the United States.
1. RISK RETURN SUMMARY
Performance Table. The Performance Table is not included because the fund's
Class J shares has not had a full calendar year of investment operations.
2. EXPENSE SUMMARY
Expense Table. The "Expense Table" describes the fees and expenses that you
may pay when you buy, redeem and hold shares of the fund. The table is
supplemented as follows:
Shareholder Fees (fees paid directly from your investment)
Class J
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)...................... 4.00%(1)
Maximum Deferred Sales Charge (Load) as a percentage
of original purchase price or redemption proceeds,
whichever is less)....................................... None
Annual Fund Operating Expenses (expenses that are deducted from fund assets)
Management Fees.......................................... 0.33%
Distribution and Service (12b-1) Fees(2)................. 1.00%
Other Expenses(3)........................................ 0.19%
-----
Total Annual Fund Operating Expenses..................... 1.52%
-----------------------
(1) Class J shares are sold in Japan through financial institutions. The
sales charge (load) paid by an investor differs depending upon the
financial institutions through which the investment is made, but will not
exceed 4%. These sales charges (loads) are fully disclosed in the fund's
Japanese prospectus, which is provided to investors upon sale of the
fund's Class J shares.
(2) The fund adopted a distribution plan under Rule 12b-1 that permits it to
pay marketing and other fees to support the sale and distribution of
class J shares and the services provided to you by your financial adviser
(referred to as distribution and service fees).
(3) The fund has an expense offset arrangement which reduces the fund's
custodian fee based upon the amount of cash maintained by the fund with
its custodian and dividend disbursing agent and the fund may enter into
other similar arrangements and directed brokerage arrangements (which
would also have the effect of reducing the fund's expenses). "Other
Expenses" do not take into account these expense reductions, and
therefore do not represent the actual expenses of the fund. Had these fee
reductions been taken into account, "Total Annual Fund Operating
Expenses" for Class J shares would be lower, and would be estimated to be
1.51%.
<PAGE>
Example of Expenses. The "Example of Expenses" table is intended to help
you compare the cost of investing in the fund with the cost of investing in
other mutual funds.
The example assumes that:
o You invest $10,000 in the fund for the time periods indicated and you
redeem your shares at the end of the time periods;
o Your investment has a 5% return each year and dividends and other
distributions are reinvested; and
o The fund's operating expenses remain the same.
The table is supplemented as follows:
Share Class Year 1 Year 3
----------- ------ ------
Class J shares $548 $861
3. DESCRIPTION OF SHARE CLASSES
Five classes of shares of the fund currently are offered for sale, class A
shares, class B shares, class C shares, class I shares and class J shares. Class
A shares, class B shares, and class C shares are described in the fund's
prospectus and are available for purchase by the general public in the United
States. Class I shares are described in a supplement to the fund's prospectus
and are available for purchase by certain institutional investors. Class J
shares are described below.
Class J Shares. Class J shares are offered exclusively to Japanese
investors through financial institutions in Japan. Class J shares are offered at
net asset value plus a maximum initial sales charge as follows:
Sales Charge as Percentage of:
Amount of Purchase Offering Price Net Amount Invested
All amounts 4.00% 4.17%
Distribution and Service Fees. The fund has adopted a plan under Rule 12b-1
that permits it to pay marketing and other fees to support the sale and
distribution of class J shares and the services provided to you by your
financial institution. The class J annual distribution and service fees are
equal to 1.00% (0.25% service fee and 0.75% distribution fee), and are paid out
of the assets of class J shares. These fees are paid to MFD by the fund, and MFD
in turn pays a portion of these fees to dealers.
4. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES
The discussion of "How to Purchase, Exchange and Redeem Shares" is supplemented
as follows:
How to Purchase Shares. You can establish an account by having your
financial institution process your purchase. The minimum initial investment and
the minimum subsequent investment amounts differ depending upon the financial
institution through which the investment is made. These minimums are fully
disclosed in the fund's Japanese prospectus, which is provided to investors upon
sale of the fund's class J shares.
How to Exchange Shares. Exchanges of class J shares of the fund for class J
shares of other MFS funds is permitted only if the funds are sold in Japan
through the same distributor and the distributor permits exchanges. Exchange
privileges are fully disclosed in the fund's Japanese prospectus, which is
provided to investors upon sale of the fund's class J shares.
How to Redeem Shares. You may withdraw all or any portion of the value of
your account on any date the fund is open for business by selling your shares to
the fund through a financial institution, who may charge you a fee. If the
financial institution receives your order prior to the close of regular trading
on the New York Stock Exchange and communicates it to MFS before the close of
the business on the same day, you will receive the net asset value calculated on
that day, reduced by an amount of any income tax required to be withheld.
<PAGE>
5. INVESTOR SERVICES AND PROGRAMS
The shareholder services, as described in the Prospectus, do not apply
to class J shares, except that shareholders will receive confirmation statements
and tax information and will receive all dividend and capital gain distributions
in cash.
The date of this Supplement is December 1, 2000.
<PAGE>
The Prospectus dated April 1, 2000 of Massachusetts Investors Growth Stock Fund
is incorporated into this Post-Effective Amendment No. 68 by reference to the
Prospectus dated April 1, 2000 of Massachusetts Investors Growth Stock Fund
filed by the Registrant pursuant to Rule 497 under the Securities Act of 1933,
as amended, with the Securities and Exchange Commission via EDGAR on April 3,
2000.
The Financial Highlights of Massachusetts Investors Growth Stock Fund for the
six months ended May 31, 2000 and the five years ended November 30, 1999 for
class A shares and class B shares, and the six months ended May 31, 2000 and the
2 years ended November 30, 1999 and the period ended November 30, 1997 for class
C shares and class I shares, are incorporated into this Post-Effective Amendment
No. 68 by reference to the Semiannual Report dated May 31, 2000 of Massachusetts
Investors Growth Stock Fund filed by the Registrant via EDGAR on July 25, 2000.
<PAGE>
The Statement of Additional Information dated April 1, 2000 of Massachusetts
Investors Growth Stock Fund is incorporated into this Post-Effective Amendment
No. 68 by reference to the Statement of Additional Information dated April 1,
2000 of Massachusetts Investors Growth Stock Fund filed by the Registrant
pursuant to Rule 497 under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission via EDGAR on April 3, 2000.
The financial statements included in the Annual Report of Massachusetts
Investors Growth Stock Fund dated November 30, 1999, which was filed by the
Registrant with the Securities and Exchange Commission via EDGAR on January 26,
2000, are hereby incorporated by reference to such materials into this
Post-Effective Amendment No. 68.
The financial statements included in the Semiannual Report of Massachusetts
Investors Growth Stock Fund dated May 31, 2000, which was filed by the
Registrant with the Securities and Exchange Commission via EDGAR on July 25,
2000, are hereby incorporated by reference to such materials into this
Post-Effective Amendment No. 68.
<PAGE>
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
PART C
Item 23. 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.
(11)
(e) Amendment to Declaration of Trust, dated September 21, 2000
- Establishment and Designation of Class; filed herewith.
2 Amended & Restated By-Laws, dated December 21, 1994. (1)
3 Form of Share Certificate for Classes of Shares. (6)
4 Investment Advisory Agreement, dated November 1, 1998. (9)
5 (a) Distribution Agreement dated January 1, 1995. (1)
(b) Dealer Agreement between MFS Fund Distributors, Inc. and a
dealer, and the Mutual Fund Agreement between MFS and a
bank, effective November 29, 1999. (3)
6 (a) Retirement Plan for Non-Interested Person Trustees, as
amended and restated February 17, 1999. (12)
(b) Trustee Fee Deferral Plan for certain MFS Red Board Funds,
dated April 21, 1999. (3)
7 (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)
<PAGE>
(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)
8 (a) Shareholder Servicing Agent Agreement, dated August 1, 1985.
(5)
(b) Amendment to Shareholder Servicing Agreement, dated April 1,
1999 to amend fee schedule. (13)
(c) Exchange Privilege Agreement, dated July 30, 1997. (11)
(d) Dividend Disbursing Agency Agreement, dated February 1,
1986. (2)
(e) Master Administrative Services Agreement dated March 1,
1997, as amended and restated April 1, 1999. (4)
9 (a) Consent and Opinion of Counsel, dated October 29, 1997. (11)
(b) Legal Opinion Consent, dated September 20, 2000; filed
herewith.
10 Consent of Deloitte & Touche LLP. (13)
11 Not Applicable.
12. Not Applicable.
13 Master Distribution Plan pursuant to 12b-1 under the Investment
Company Act of 1940, effective January 1, 1997, as amended and
restated September 20, 2000; filed herewith.
14 Not Applicable.
15 Plan pursuant to Rule 18f-3(d) under the Investment Company Act
of 1940, as amended and restated July 30, 1998 with Exhibit A
dated April 12, 2000. (8)
<PAGE>
16 Code of Ethics for the fund pursuant to Rule 17j-1 under the
Investment Company Act of 1940. (14) Power of Attorney, dated
July 1, 2000; filed herewith.
-----------------------------
(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 81-4096) Post-Effective Amendment No. 28 filed with the SEC via EDGAR
on July 28, 1995.
(3) Incorporated by reference to MFS Series Trust V (File Nos. 2-38613 and
811-2031) Post-Effective Amendment No. 48 filed with the SEC via EDGAR on
November 29, 1999.
(4) Incorporated by reference to MFS Series Trust III (File Nos. 2-60491 and
811-2794) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on
March 31, 1999.
(5) Incorporated by reference to 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 Government Limited Maturity Fund (File
Nos. 2-96738 and 811-4253) Post-Effective Amendment No. 21 filed with the
SEC via EDGAR on April 28, 2000.
(9) Incorporated by reference to Registrant's Post-Effective Amendment No. 66
filed with the SEC via EDGAR on January 29, 1999.
(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 the Registrant Post-Effective Amendment No. 64
filed with the SEC via EDGAR on October 29, 1997.
(12) Incorporated by reference to MFS Growth Opportunities Fund (File Nos.
2-36431 and 811-2032) Post-Effective Amendment No. 39 filed with the SEC
via EDGAR on February 26, 1999.
(13) Incorporated by reference to the Registrant's Post-Effective Amendment No.
67 filed with the SEC via EDGAR on March 29, 2000.
(14) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 40 filed with the SEC via EDGAR on
August 28, 2000.
Item 24. Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 25. Indemnification
Reference is hereby made to (a) Section V of the Trust's Declaration of
Trust, incorporated by reference to the Registrant's Post-Effective Amendment
No. 59, filed with the SEC on March 30, and (b) Section 9 of the Shareholder
Servicing Agent Agreement, incorporated by reference to Registrant's
Post-Effective Amendment No. 60, filed with the SEC via EDGAR on October 26,
1995.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser and distributor are insured under an errors and
omissions liability insurance policy. The Registrant and its officers are also
insured under the fidelity bond required by Rule 17g-1 under the Investment
Company Act of 1940.
<PAGE>
Item 26. Business and Other Connections of Investment Adviser
MFS serves as investment adviser to the following open-end Funds comprising
the MFS Family of Funds (except the Vertex Funds mentioned below): Massachusetts
Investors Trust, Massachusetts Investors Growth Stock Fund, MFS Growth
Opportunities Fund, MFS Government Securities Fund, MFS Government Limited
Maturity Fund, MFS Series Trust I (which has ten series: MFS Managed Sectors
Fund, MFS Cash Reserve Fund, MFS Global Asset Allocation Fund, MFS Strategic
Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth Fund, MFS
Equity Income Fund, MFS New Discovery Fund, MFS Science and Technology Fund and
MFS Research International Fund), MFS Series Trust II (which has four series:
MFS Emerging Growth Fund, MFS Large Cap Growth Fund, MFS Intermediate Income
Fund and MFS Charter Income Fund), MFS Series Trust III (which has three series:
MFS High Income Fund, MFS Municipal High Income Fund and MFS High Yield
Opportunities Fund), MFS Series Trust IV (which has four series: MFS Money
Market Fund, MFS Government Money Market Fund, MFS Municipal Bond Fund and MFS
Mid Cap Growth Fund), MFS Series Trust V (which has five series: MFS Total
Return Fund, MFS Research Fund, MFS International Opportunities Fund, MFS
International Strategic Growth Fund and MFS International Value Fund), MFS
Series Trust VI (which has three series: MFS Global Total Return Fund, MFS
Utilities Fund and MFS Global Equity Fund), MFS Series Trust VII (which has two
series: MFS Global Governments Fund and MFS Capital Opportunities Fund), MFS
Series Trust VIII (which has two series: MFS Strategic Income Fund and MFS
Global Growth Fund), MFS Series Trust IX (which has eight series: MFS Bond Fund,
MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, MFS Research
Bond Fund, MFS Intermediate Investment Grade Bond Fund, MFS Mid Cap Value Fund,
MFS Large Cap Value Fund and MFS High Quality Bond Fund), MFS Series Trust X
(which has ten series: MFS Government Mortgage Fund, MFS Emerging Markets Equity
Fund, MFS International Growth Fund, MFS International Growth and Income Fund,
MFS Strategic Value Fund, MFS Emerging Markets Debt Fund, MFS Income Fund, MFS
European Equity Fund, MFS High Yield Fund and MFS Concentrated Growth Fund), MFS
Series Trust XI (which has four series: MFS Union Standard Equity Fund, Vertex
All Cap Fund, Vertex Contrarian Fund and Vertex Income Fund), and MFS Municipal
Series Trust (which has 18 series: MFS Alabama Municipal Bond Fund, MFS Arkansas
Municipal Bond Fund, MFS California Municipal Bond Fund, MFS Florida Municipal
Bond Fund, MFS Georgia Municipal Bond Fund, MFS Maryland Municipal Bond Fund,
MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS
New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS
Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS
Tennessee Municipal Bond Fund, MFS Virginia Municipal Bond Fund, MFS West
Virginia Municipal Bond Fund, MFS Municipal Income Fund, MFS New York High
Income Tax Free Fund and MFS Massachusetts High Income Tax Free Fund) (the "MFS
Funds"). The principal business address of each of the MFS Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
MFS also serves as investment adviser of the following open-end Funds: MFS
Institutional Trust ("MFSIT") (which has nine series) and MFS Variable Insurance
Trust ("MVI") (which has sixteen series). The principal business address of each
of the aforementioned funds is 500 Boylston Street, Boston, Massachusetts 02116.
<PAGE>
In addition, MFS serves as investment adviser to the following closed-end
funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS Government
Markets Income Trust, MFS Intermediate Income Trust, MFS Charter Income Trust
and MFS Special Value Trust (the "MFS Closed-End Funds"). The principal business
address of each of the MFS Closed-End Funds is 500 Boylston Street, Boston,
Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL") (which has 26 series), Money Market Variable Account, High Yield
Variable Account, Capital Appreciation Variable Account, Government Securities
Variable Account, Global Governments Variable Account, Total Return Variable
Account and Managed Sectors Variable Account (collectively, the "Accounts"). The
principal business address of MFS/SL is 500 Boylston Street, Boston,
Massachusetts 02116. The principal business address of each of the
aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.
Vertex Investment Management, Inc., a Delaware corporation and a wholly
owned subsidiary of MFS, whose principal business address is 500 Boylston
Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser to
Vertex All Cap Fund, Vertex Contrarian Fund and Vertex Income Fund, each a
series of MFS Series Trust XI. The principal business address of the
aforementioned Funds is 500 Boylston Street, Boston, Massachusetts 02116.
MFS International Ltd. ("MIL"), a limited liability company organized under
the laws of Bermuda and a subsidiary of MFS, whose principal business address is
Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda, serves as investment
adviser to and distributor for MFS American Funds known as the MFS Funds after
January 1999 (which will have 11 portfolios as of January 1999): U.S. Equity
Fund, U.S. Emerging Growth Fund, U.S. High Yield Bond Fund, U.S. Dollar Reserve
Fund, Charter Income Fund, U.S. Research Fund, U.S. Strategic Growth Fund,
Global Equity Fund, European Equity Fund and European Corporate Bond Fund) (the
"MIL Funds"). The MIL Funds are organized in Luxembourg and qualify as an
undertaking for collective investments in transferable securities (UCITS). The
principal business address of the MIL Funds is 47, Boulevard Royal, L-2449
Luxembourg. MIL also serves as investment adviser to and distributor for MFS
Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Governments Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
Global Growth Fund, MFS Meridian Money Market Fund, MFS Meridian Global Balanced
Fund, MFS Meridian U.S. Equity Fund, MFS Meridian Research Fund, MFS Meridian
U.S. High Yield Fund, MFS Meridian Emerging Markets Debt Fund, MFS Meridian
Strategic Growth Fund and MFS Meridian Global Asset Allocation Fund and the MFS
Meridian Research International Fund (collectively the "MFS Meridian Funds").
Each of the MFS Meridian Funds is organized as an exempt company under the laws
of the Cayman Islands. The principal business address of each of the MFS
Meridian Funds is P.O. Box 309, Grand Cayman, Cayman Islands, British West
Indies.
MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is
<PAGE>
Eversheds, Senator House, 85 Queen Victoria Street, London, England EC4V 4JL, is
involved primarily in marketing and investment research activities with respect
to private clients and the MIL Funds and the MFS Meridian Funds.
MFS Institutional Advisors (Australia) Ltd. ("MFSI-Australia"), a private
limited company organized under the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000, Australia, is involved primarily in investment
management and distribution of Australian superannuation unit trusts and acts as
an investment adviser to institutional accounts.
MFS Holdings Australia Pty Ltd. ("MFS Holdings Australia"), a private
limited company organized pursuant to the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000 Australia, and whose function is to serve primarily as a
holding company.
MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of MFS,
serves as distributor for the MFS Funds, MVI and MFSIT.
MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS, serves
as shareholder servicing agent to the MFS Funds, the MFS Closed-End Funds, MFSIT
and MVI.
MFS Institutional Advisors, Inc. ("MFSI"), a wholly owned subsidiary of
MFS, provides investment advice to substantial private clients.
MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of MFS,
markets MFS products to retirement plans and provides administrative and record
keeping services for retirement plans.
MFS Investment Management K.K. ("MIMCO"), a wholly owned subsidiary of MFS,
is a corporation incorporated in Japan. MIMCO, whose address is Kamiyacho-Mori
Building, 3-20, Tranomon 4-chome, Minato-ku, Tokyo, Japan, is involved in
investment management activities.
MFS Heritage Trust Company ("MFS Trust"), a New Hampshire-chartered
limited-purpose trust company whose current address is 650 Elm Street, Suite
404, Manchester, NH 03101, provides directed trustee services to retirement
plans.
MFS Original Research Partners, LLC, a Delaware limited liability company
and a wholly owned subsidiary of MFS whose address is 500 Boylston Street,
Boston, Massachusetts 02116, is an adviser to domestic pooled private investment
vehicles.
MFS Original Research Advisors, LLC, a Delaware limited liability company
and a wholly owned subsidiary of MFS whose address is 500 Boylston Street,
Boston, Massachusetts 02116, is an adviser to offshore pooled private investment
vehicles.
<PAGE>
MFS
The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W.
Ballen, Kevin R. Parke, Thomas J. Cashman, Jr., Joseph W. Dello Russo, William
W. Scott, Donald A. Stewart, James Prieur and William W. Stinson. Mr. Shames is
the Chairman and Chief Executive Officer, Mr. Ballen is President and Chief
Investment Officer, Mr. Arnold Scott is a Senior Executive Vice President, Mr.
William Scott, Mr. Cashman, Mr. Dello Russo and Mr. Parke are Executive Vice
Presidents (Mr. Dello Russo is also Chief Financial Officer and Chief
Administrative Officer and Mr. Parke is also Chief Equity Officer), Stephen E.
Cavan is a Senior Vice President, General Counsel and Secretary of MFS, Robert
T. Burns is a Senior Vice President, Associate General Counsel and an Assistant
Secretary of MFS, and Thomas B. Hastings is a Vice President and Treasurer of
MFS.
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust X
MFS Government Limited Maturity Fund
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost, a Senior Vice President of MFS, is the Treasurer,
Ellen M. Moynihan and Mark E. Bradley, Vice Presidents of MFS, are the Assistant
Treasurers, James R. Bordewick, Jr., Senior Vice President and Associate General
Counsel of MFS, is the Assistant Clerk and Assistant Secretary.
MFS Series Trust II
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers, and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS Government Markets Income Trust
MFS Intermediate Income Trust
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers, and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
<PAGE>
MFS Series Trust III
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers, and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS Series Trust IV
MFS Series Trust IX
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS Series Trust VII
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS Series Trust VIII
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS Municipal Series Trust
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS Variable Insurance Trust
MFS Series Trust XI
MFS Institutional Trust
Jeffrey L. Shames is the President and Chairman, Stephen E. Cavan is the
Clerk and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark
E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
<PAGE>
MFS Municipal Income Trust
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS Multimarket Income Trust
MFS Charter Income Trust
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS Special Value Trust
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the Clerk
and Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Clerk and Assistant Secretary.
MFS/Sun Life Series Trust
C. James Prieur, President and Director of Sun Life Assurance Company of
Canada, is the President, Stephen E. Cavan is the Secretary, James O. Yost is
the Treasurer, Ellen M. Moynihan and Mark E. Bradley are the Assistant
Treasurers and James R. Bordewick, Jr., is the Assistant Secretary.
Money Market Variable Account
High Yield Variable Account
Capital Appreciation Variable Account
Government Securities Variable Account
Total Return Variable Account
Global Governments Variable Account
Managed Sectors Variable Account
C. James Prieur is the President, Stephen E. Cavan is the Secretary, and
James R. Bordewick, Jr., is the Assistant Secretary.
MIL Funds
Jeffrey L. Shames is Chairman, Richard B. Bailey, John A. Brindle, Richard
W. S. Baker, Arnold D. Scott and William F. Waters are Directors, Stephen E.
Cavan is the Secretary, James O. Yost is the Treasurer, Ellen M. Moynihan and
Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Secretary.
<PAGE>
MFS Meridian Funds
Jeffrey L. Shames is Chairman, Richard B. Bailey, John A. Brindle, Richard
W. S. Baker, Arnold D. Scott and William F. Waters are Directors, Stephen E.
Cavan is the Secretary, James O. Yost is the Treasurer, James R. Bordewick, Jr.
is the Assistant Secretary and Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers.
Vertex
Jeffrey L. Shames is the Chairman and President, Arnold D. Scott is a
Director, Kevin R. Parke and John W. Ballen are Executive Vice Presidents, John
D. Laupheimer is a Senior Vice President, Brian E. Stack is a Vice President,
Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant
Treasurer, Stephen E. Cavan is the Secretary and Robert T. Burns is the
Assistant Secretary.
MIL
Peter D. Laird is President and a Director, Arnold D. Scott, Jeffrey L.
Shames and Thomas J. Cashman, Jr. are Directors, Stephen E. Cavan is a Director,
Senior Vice President and the Clerk, Robert T. Burns is an Assistant Clerk,
Joseph W. Dello Russo, Executive Vice President and Chief Financial Officer of
MFS, is the Treasurer and Thomas B. Hastings is the Assistant Treasurer.
MIL-UK
Peter D. Laird is President and a Director, Thomas J. Cashman, Arnold D.
Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan is a Director and
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.
MFSI - Australia
Thomas J. Cashman, Jr. is President and a Director, Graham E. Lenzer, John
A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the Secretary,
Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant
Treasurer, and Robert T. Burns is the Assistant Secretary.
MFS Holdings - Australia
Jeffrey L. Shames is the President and a Director, Arnold D. Scott, Thomas
J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
<PAGE>
MFD
Arnold D. Scott and Jeffrey L. Shames are Directors, William W. Scott, Jr.,
an Executive Vice President of MFS, is the President, Stephen E. Cavan is the
Secretary, Robert T. Burns is the Assistant Secretary, Joseph W. Dello Russo is
the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.
MFSC
Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A. Recomendes,
a Senior Vice President and Chief Information Officer of MFS, is Vice Chairman
and a Director, Janet A. Clifford is the President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary, and Robert T. Burns is the Assistant Secretary.
MFSI
Thomas J. Cashman, Jr. is Chairman and a Director, Jeffrey L. Shames, and
Arnold D. Scott are Directors, Joseph J. Trainor is the President and a
Director, Leslie J. Nanberg is a Senior Vice President, a Managing Director and
a Director, Kevin R. Parke is the Executive Vice President and a Managing
Director, George F. Bennett, Jr., John A. Gee, Brianne Grady, Joseph A.
Kosciuszek and Joseph J. Trainor are Senior Vice Presidents and Managing
Directors, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Secretary.
RSI
Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu is the
President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.
MIMCO
Jeffrey L. Shames, Arnold D. Scott and Mamoru Ogata are Directors, Shaun
Moran is the Representative Director, Joseph W. Dello Russo is the Statutory
Auditor, Robert DiBella is the President and Thomas B. Hastings is the Assistant
Statutory Auditor.
MFS Trust
The Directors of MFS Trust are Martin E. Beaulieu, Stephen E. Cavan, Janet
A. Clifford, Joseph W. Dello Russo and Joseph A. Kosciuszek. Mr. Cavan is
President, Mr. Dello Russo is Treasurer, and Robert T. Burns is Clerk of MFS
Trust.
<PAGE>
MFS Original Research Partners, LLC
Joseph J. Trainor is the President and a Manager, Jeffrey L. Shames, John
W. Ballen and Kevin R. Parke are Managers, Joseph W. Dello Russo is the
Treasurer, Stephen E. Cavan is the Secretary, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.
MFS Original Research Advisors, LLC
Joseph J. Trainor is the President and a Manager, Jeffrey L. Shames, John
W. Ballen and Kevin R. Parke are Managers, Joseph W. Dello Russo is the
Treasurer, Stephen E. Cavan is the Secretary, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.
In addition, the following persons, Directors or officers of MFS, have the
affiliations indicated:
Donald A. Stewart Chairman, Sun Life Assurance Company of Canada,
Sun Life Centre, 150 King Street West, Toronto,
Ontario, Canada (Mr. Stewart is also an officer and/or
Director of various subsidiaries and affiliates
of Sun Life)
C. James Prieur President and a Director, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street West, Toronto,
Ontario, Canada (Mr. Prieur is also an officer and/or
Director of various subsidiaries and affiliates of Sun
Life)
William W. Stinson Director, Sun Life Assurance Company of Canada, Sun
Life Centre, 150 King Street West, Toronto, Ontario,
Canada; Director, United Dominion Industries Limited,
Charlotte, N.C.; Director, PanCanadian Petroleum
Limited, Calgary, Alberta; Director, LWT Services,
Inc., Calgary Alberta; Director, Western Star Trucks,
Inc., Kelowna, British Columbia; Director, Westshore
Terminals Income Fund, Vancouver, British Columbia;
Director (until 4/99), Canadian Pacific Ltd., Calgary,
Alberta
Item 27. Distributors
(a) Reference is hereby made to Item 26 above.
<PAGE>
(b) Reference is hereby made to Item 26 above; the principal business
address of each of these persons is 500 Boylston Street, Boston,
Massachusetts 02116.
(c) Not applicable.
Item 28. Location of Accounts and Records
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant at the following locations:
NAME ADDRESS
Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116
MFS Funds Distributors, Inc. 500 Boylston Street
(principal underwriter) Boston, MA 02116
State Street Bank and Trust Company State Street South
(custodian) 5 - West
North Quincy, MA 02171
MFS Service Center, Inc. 2 Avenue de Lafayette
(transfer agent) Boston, MA 02111-1738
Item 29. Management Services
Not Applicable.
Item 30. Undertakings
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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 21st day of September, 2000.
MASSACHUSETTS INVESTORS
GROWTH STOCK FUND
By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
Title: Assistant Clerk and 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 September 21, 2000.
SIGNATURE TITLE
JEFFREY L. SHAMES* Chairman, President (Principal
Jeffrey L. Shames Executive Officer) and Trustee
JAMES O. YOST* Treasurer (Principal Financial Officer
James O. Yost and Principal Accounting Officer)
J. ATWOOD IVES* Trustee
J. Atwood Ives
LAWRENCE T. PERERA* Trustee
Lawrence T. Perera
WILLIAM J. POORVU* Trustee
William J. Poorvu
CHARLES W. SCHMIDT* Trustee
Charles W. Schmidt
ARNOLD D. SCOTT* Trustee
Arnold D. Scott
ELAINE R. SMITH* Trustee
Elaine R. Smith
DAVID B. STONE* Trustee
David B. Stone
*By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
as Attorney-in-fact
Executed by James R. Bordewick, Jr. on behalf of
those indicated pursuant to a Power of Attorney
dated July 1, 2000; filed herewith.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
1 (e) Amendment to Declaration of Trust,
dated September 21, 2000 -
Establishment and Designation of
Class.
9 (b) Legal Opinion Consent, dated
September 20, 2000.
13 Master Distribution Plan pursuant
to 12b-1 under the Investment Company
Act of 1940, effective January 1, 1997
as amended and restated September
20, 2000.
