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EXHIBIT NO. 99.1(e)
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF CLASS
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 J Shares";
2. Class J Shares shall be entitled to all the rights and
preferences accorded to shares under the Declaration;
3. The purchase price of Class J Shares, the method of determination
of the net asset value of Class J Shares, the price, terms and
manner of redemption of Class J Shares, and the relative dividend
rights of holders of Class J 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 J 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
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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.
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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 21st
day of September, 2000 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.
J. ATWOOD IVES
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J. Atwood Ives Arnold D. Scott
17 West Cedar Street 20 Rowes Wharf
Boston, MA 02108 Boston, MA 02110
LAWRENCE T. PERERA
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Lawrence T. Perera Jeffrey L. Shames
18 Marlborough Street 38 Lake Avenue
Boston, MA 02116 Newton, MA 02159
WILLIAM J. POORVU
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William J. Poorvu Elaine R. Smith
975 Memorial Drive 75 Scotch Pine Road
Cambridge, MA 02138 Weston, MA 02193
CHARLES W. SCHMIDT DAVID B. STONE
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Charles W. Schmidt David B. Stone
63 Claypit Hill Road 282 Beacon Street
Wayland, MA 01778 Boston, MA 02116
