<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1996
1933 Act File No. 2-11401
1940 Act File No. 811-203
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 71
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 22
MASSACHUSETTS INVESTORS TRUST
(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)
|X| on June 27, 1996 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.
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<PAGE>
MASSACHUSETTS INVESTORS TRUST
Supplement to the May 1, 1996 Prospectus and Statement of Additional
Information
The following information should be read in conjunction with the Fund's
Prospectus and Statement of Additional Information ("SAI") dated May 1, 1996,
and contains a description of Class C shares.
EXPENSE SUMMARY
Shareholder Transaction Expenses: Class A Class B Class 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 of the Fund (as a percentage of average net assets):
Management Fees 0.26 % 0.26% 0.26%
Rule 12b-1 Fees 0.315%(2) 1.00%(3) 1.00%(3)
Other Expenses(4) 0.20 % 0.30% 0.23%(5)
Total Operating Expenses 0.775% 1.56% 1.49%
(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 one year following such
purchases. See "Purchases" in the Prospectus.
(2) The Fund has adopted a Distribution Plan for its Class A shares in
accordance with Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"), 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 the Class A
shares. The Fund is currently paying distribution fees in the amount of
0.075% per annum. Payment of the remaining portion of the 0.10% per annum
distribution fee equal to 0.025% per annum will commence on such date as
the Trustees of the Trust may determine. The 0.25% per annum service fee is
reduced to 0.15% per annum for shares purchased prior to January 2, 1991.
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 "Distribution Plans" in the Prospectus.
(3) The Fund has adopted separate Distribution Plans for its Class B and its
Class C shares in accordance with Rule 12b-1 under the 1940 Act, which
provide that the Fund will pay distribution/service fees aggregating up to
(but not necessarily all of) 1.00% per annum of the average daily net
assets attributable to the Class B shares under the Class B Distribution
Plan and Class C shares under the Class C Distribution Plan. See
"Distribution Plans" below and in the Prospectus. Distribution expenses
paid under these Plans, together
<PAGE>
with any CDSC payable upon redemption of Class B and 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.
(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) Except for the shareholder servicing agent fee component, "Other Expenses"
is based on Class A expenses incurred during the fiscal year ended December
31, 1995. The shareholder servicing agent fee component of "Other Expenses"
is a predetermined percentage based upon the Fund's net assets attributable
to each class.
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):
Period Class A Class B Class C
(1) (1)
1 year $ 65 $ 56 $ 16 $25 $15
3 years 81 79 49 47 47
5 years 98 105 85
10 years 148 165(2) 165(2)
(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 Fund
expenses 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 Plans."
The "Example" set forth above should not be considered a representation of past
or future expenses of the Fund; actual expenses may be greater or less than
those shown.
THE FUND
Three classes of shares of the Fund currently are offered 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 fee 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
<PAGE>
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 fee 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.
INFORMATION CONCERNING SHARES OF THE FUND
Purchases
The Fund offers three classes of shares 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. The maximum investment in Class C shares is up to $1
million 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. In certain circumstances, the CDSC imposed upon redemption of
Class C shares is waived. Circumstances under which sales charges imposed on
Class A and Class B shares are waived are described in the Prospectus. The CDSC
imposed upon redemption of Class C shares is waived in the same circumstances
that apply to the waiver of the Class B CDSC. See "Redemptions and Repurchases -
Contingent Deferred Sales Charge" below for further discussion of the CDSC.
MFS Fund Distributors, Inc. ("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 Class C Distribution Plan by the Fund to MFD for the first year after
purchase (see "Distribution Plans" below). In addition, MFD or its affiliates
may, from time to time, pay dealers an additional commission equal to 0.50% of
the net asset value of all Class C shares sold by such dealers during a
specified sales period.
Class C shares are not currently available for purchase by any
retirement plan qualified under Section 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.
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 other MFS Fund in the MFS Family of Funds
(the "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.
<PAGE>
Redemptions and Repurchases
Contingent Deferred Sales Charge: Investments in Class C shares
("Direct Purchase") 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. Prior to April 1, 1996, Class C shares of the MFS Funds were not subject
to a CDSC upon redemption. In no event will Class C shares of the MFS Funds
purchased prior to this date be subject to a CDSC. For the purpose of
calculating the CDSC upon redemption of shares acquired in an exchange on or
after April 1, 1996, the purchase of shares acquired in one or more exchanges is
deemed to have occurred at the time of the original purchase of the exchanged
shares (if such original purchase occurred prior to April 1, 1996, then no CDSC
would be imposed upon such a redemption).
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.
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 SAI regarding
the privilege.
Distribution Plans
The Trustees have adopted separate Distribution Plans for Class A,
Class B and Class C shares pursuant to Section 12(b) of the 1940 Act and Rule
12b-1 thereunder, after having concluded that there is a reasonable likelihood
that the Distribution Plans would benefit the Fund and its shareholders. The
Distribution Plans for Class A and Class B shares are described in the
Prospectus (see "Distribution Plans" therein). The Distribution Plan for Class C
shares is described below.
The Class C Distribution Plan provides that the Fund may pay MFD a
service fee of up to 0.25% per annum of the average daily net assets
attributable to Class C shares in order that MFD may pay expenses on behalf of
the Fund relating to the servicing of Class C shares. The service fee is used by
MFD to compensate dealers which enter into a sales agreement with MFD in
consideration for all personal services and/or account maintenance services
rendered by the dealer with respect to Class C shares owned by investors for
whom such dealer is the dealer or holder of record. MFD may from time to time
reduce the amount of service fees paid for shares sold prior to a certain date.
Service fees may be reduced for a dealer that is the holder or dealer of record
for an investor who owns shares of the Fund having an aggregate net asset value
at or above a certain dollar level. Dealers may from time to time be required to
meet certain criteria in order to receive service fees. MFD
<PAGE>
or its affiliates are entitled to retain service fees for which there is no
dealer of record or for which qualification standards have not been met as
partial consideration for personal services and/or account maintenance services
performed by MFD or its affiliates to shareholder accounts.
The Class C Distribution Plan also provides that the Fund may pay MFD a
distribution fee equal to 0.75% per annum of the Fund's average daily net assets
attributable to Class C shares as partial consideration for distribution
services performed and expenses incurred in the performance of MFD's obligations
under its distribution agreement with the Fund. See "Management of the Fund -
Distributor" in the SAI. While the amount of compensation received by MFD in the
form of distribution fees during any year may be more or less than the expense
incurred by MFD under its distribution agreement with the Fund, the Fund is not
liable to MFD for any losses MFD may incur in performing services under its
distribution agreement with the Fund.
As discussed under the caption "Purchases" above, 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. 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 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.
Fees payable under the Class C Distribution Plan are charged to, and
therefore reduce, income allocated to 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 entitled Class A, Class B and
Class C Shares of Beneficial Interest.
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
Investment and Withdrawal Programs-
Letter of Intent: Purchases of Class C shares will apply toward
completion of a Letter of Intent with respect to Class A shares. See the
Prospectus for further information on the Letter of Intent.
<PAGE>
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.
The date of this Supplement is July 1, 1996.
<PAGE>
The Prospectus dated May 1, 1996 of Massachusetts Investors Trust is
incorporated in this Post-Effective Amendment No. 71 by reference to the
Prospectus of Massachusetts Investors Trust 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 May 1, 1996.
<PAGE>
The Statement of Additional Information dated May 1, 1996 of Massachusetts
Investors Trust is incorporated in this Post-Effective Amendment No. 71 by
reference to the Statement of Additional Information of Massachusetts Investors
Trust 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 May
1, 1996.
<PAGE>
The financial statements included in the Annual Report to Shareholders of
Massachusetts Investors Trust dated December 31, 1995 which are contained in
Post-Effective Amendment No. 70 as filed by the Registrant with the Securities
and Exchange Commission via EDGAR on April 29, 1996 are hereby incorporated by
reference to such materials into this Post-Effective Amendment No. 71.
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements Included in Part A:
For the ten years ended December 31, 1995:
Financial Highlights*
Financial Statements Included in Part B:
At December 31, 1995:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the two years ended December 31, 1995:
Statement of Changes in Net Assets*
For the year ended December 31, 1995:
Statement of Operations*
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* Incorporated herein by reference to the Trust's Annual Report to
shareholders dated December 31, 1995, filed with the SEC via EDGAR on
February 29, 1996.
(b) Exhibits
1 (a) Agreement and Declaration of Trust,
dated March 21, 1924, as amended
through September 29, 1994. (3)
(b) Certification of Amendment to the
Declaration of Trust dated May 15, 1996;
filed herewith.
2 Not Applicable.
3 Not Applicable.
4 Form of Share Certificate for Class A
Shares, Class B Shares and Class C
Shares. (4)
5 Investment Advisory Agreement,
dated May 20, 1982. (6)
6 (a) Distribution Agreement dated January
1, 1995. (3)
(b) Dealer Agreement between MFS Fund
Distributors, Inc. ("MFD") and a dealer,
dated December 28, 1994 and Form
of Mutual Fund Agreement between
MFS Financial Services, Inc. and a
bank or NASD affiliate, dated
December 28, 1994. (1)
7 Retirement Plan for Non-Interested
Person Trustees, dated January 1,
1991. (6)
<PAGE>
8 (a) Custodian Agreement, dated
December 6, 1934. (6)
(b) Amendment to Custodian Agreement,
dated February 22, 1978. (6)
(c) Amendment to Custodian Agreement,
dated February 29, 1988. (6)
(d) Amendment to Custodian Agreement,
dated October 1, 1989. (6)
(e) Amendment to Custodian Agreement,
dated October 21, 1993. (6)
(f) Amendment to Custodian Agreement,
dated December 15, 1993. (3)
9 (a) Shareholder Servicing Agent
Agreement, dated August 1, 1985. (6)
(b) Amendment to Shareholder Servicing
Agent Agreement dated September 7,
1993. (6)
(c) Form of Amendment to Shareholder
Servicing Agreement; filed herewith.
(d) Exchange Privilege Agreement, dated
September 1, 1993. (4)
(e) Dividend Disbursing Agency
Agreement, dated February 1,
1986. (4)
(f) Loan Agreement Among MFS
Borrowers and the First National Bank
of Boston, as of February 21,
1995. (2)
10 Consent and Opinion of Counsel for
the fiscal year ended December 31,
1995. (7)
11 Consent of Deloitte & Touche. (7)
12 Not Applicable.
13 Not Applicable.
14 (a) Forms for Individual Retirement
Account Disclosure Statement as
currently in effect. (5)
(b) Forms for MFS 403(b) Custodial
Account Agreement as currently in
effect. (5)
<PAGE>
(c) Forms for MFS Prototype Paired
Defined Contribution Plans and Trust
Agreement as currently in effect. (5)
15 (a) Amended and Restated Distribution
Plan for Class A Shares, dated
December 21, 1994. (3)
(b) Distribution Plan for Class B Shares,
dated December 21, 1994. (3)
(c) Form of Distribution Plan for Class C
Shares; filed herewith.
16 Schedule for Computation of
Performance Quotations - Average
Annual Total Rate of Return,
Aggregate Total Rate of Return and
Standardized Yield. (1)
17 Not Applicable.
18 Not Applicable.
Power of Attorney, dated September
21, 1994. (3)
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(1) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 26 filed with the SEC
via EDGAR on February 22, 1995.
(2) 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.
(3) Incorporated by reference to Post-Effective Amendment No. 68 to the
Trust's Registration Statement on Form N-1A, filed with the SEC via EDGAR
on April 28, 1995.
(4) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 28, filed with the SEC
via EDGAR on July 28, 1995.
(5) Incorporated by reference to MFS 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.
(6) Incorporated by reference to Post-Effective Amendment No. 69 to the
Trust's Registration Statement on Form N-1A, filed with the SEC via EDGAR
on October 13, 1995.
(7) Incorporated by reference to Post-Effective Amendment No. 70 to the
Trust's Registration Statement on Form N-1A, filed with the SEC via EDGAR
on April 29, 1996.
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 109,130
($0.33 1/3 par value) (as of May 3, 1996)
Class B Shares of Beneficial Interest 23,900
($0.33 1/3 par value) (as of May 3, 1996)
<PAGE>
Class C Shares of Beneficial Interest 0
($0.33 1/3 par value) (as of May 3, 1996)
Item 27. Indemnification
Reference is hereby made to (a) Section VI of the Trust's Declaration
of Trust, incorporated by reference to the Registrant's Post-Effective
Amendment No. 68, filed with the SEC on April 28, 1995 and (b) Section 9 of
the Shareholder Servicing Agent Agreement, incorporated by reference to
Registrant's Post-Effective Amendment No. 69, filed with the SEC via EDGAR on
October 13, 1995.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser and distributor are insured under an errors
and omissions liability insurance policy. The Registrant and its officers are
also insured under the fidelity bond required by Rule 17g-1 under the
Investment Company Act of 1940.
Item 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 eight 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 and MFS Special
Opportunities 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
<PAGE>
business address of each of the aforementioned 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") (which has two series). The principal business address of
each of the aforementioned Funds is 500 Boylston Street, Boston, Massachusetts
02116.
In addition, MFS serves as investment adviser to the following
closed-end Funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The
principal business address of each of the aforementioned Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL"), Sun Growth Variable Annuity Funds, Inc. ("SGVAF"), 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 is One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02181.
MFS International Ltd. ("MIL"), a limited liability company organized
under the laws of the Republic of Ireland and a subsidiary of MFS, whose
principal business address is 41-45 St. Stephen's Green, Dublin 2, Ireland,
serves as investment adviser to and distributor for MFS International Fund
(which has four portfolios: MFS International Funds-U.S. Equity Fund, MFS
International Funds-U.S. Emerging Growth Fund, MFS International Funds-Global
Governments Fund, MFS International Funds - U.S. Dollar Reserve Fund and MFS
International Funds-Charter Income 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 and MFS Meridian Research 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.
<PAGE>
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 Asset Management, Inc. ("AMI"), 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, John R. Gardner 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., and
Patricia A. Zlotin are Executive Vice Presidents, Stephen E. Cavan is a Senior
Vice President, General Counsel and an Assistant Secretary, Joseph W. Dello
Russo is a Senior Vice President, Chief Financial Officer and Treasurer,
Robert T. Burns is a Vice President, Associate General Counsel and an
Assistant Secretary of MFS, and Thomas B. Hastings is a Vice President and
Assistant Treasurer.
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, Vice
President of MFS, is the Assistant Treasurer, James R. Bordewick, Jr., 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
<PAGE>
is the Treasurer, James O. Yost is the Assistant Treasurer, 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, Patricia A. Zlotin,
Executive Vice President of MFS and Leslie J. Nanberg, Senior Vice President
of MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas
London is the Treasurer, James O. Yost is the Assistant Treasurer, 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, Bernard Scozzafava, Vice President of MFS, and Matthew
Fontaine, Assistant Vice President of MFS, are Vice Presidents, Sheila
Burns-Magnan and Daniel E. McManus, Assistant Vice Presidents of MFS, are
Assistant Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost is the Assistant Treasurer, 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 is the Assistant Treasurer 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 is
the Assistant Treasurer 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 is the
Assistant Treasurer 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, Assistant Vice President of MFS,
<PAGE>
is an Assistant Vice President, Stephen E. Cavan is the Secretary, W. Thomas
London is the Treasurer, James O. Yost is the Assistant Treasurer 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 is the
Assistant Treasurer 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, is the Assistant Treasurer 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, Patricia A. Zlotin,
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, Vice
President of MFS, is the Assistant Treasurer and James R. Bordewick, Jr., is
the Assistant Secretary.
MFS Special Value Trust
A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Patricia A. Zlotin and Robert J. Manning are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, and James O. Yost, is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
SGVAF
W. Thomas London is the Treasurer.
MIL
A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott and
Jeffrey L. Shames are Directors, Ziad Malek, Senior Vice President of MFS, is
the President, Thomas J. Cashman, Jr., a Senior 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
is the Treasurer and Thomas B. Hastings is the Assistant Treasurer.
<PAGE>
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, Ziad Malek is the President, 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 is the Assistant Treasurer and James R. Bordewick,
Jr., is the Assistant Secretary, and Ziad Malek is a Senior Vice President.
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, James O. Yost is the Assistant Treasurer, and Ziad Malek is a
Senior Vice President.
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.
AMI
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.
<PAGE>
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 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:
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
John R. Gardner President and a Director, Sun
Life Assurance Company of Canada, Sun Life
Centre, 150 King Street West, Toronto,
Ontario, Canada (Mr. Gardner 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)
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.
<PAGE>
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 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. 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 28th day of May, 1996.
MASSACHUSETTS INVESTORS
TRUST
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 May 28, 1996.
SIGNATURE TITLE
A. KEITH BRODKIN* Chairman, President (Principal Executive
A. Keith Brodkin Officer) and Trustee
W. THOMAS LONDON* Treasurer (Principal Financial Officer
W. Thomas London and Principal Accounting Officer)
RICHARD B. BAILEY* Trustee
Richard B. Bailey
PETER G. HARWOOD* Trustee
Peter G. Harwood
<PAGE>
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. 68 filed with the Securities and
Exchange Commission on April 28, 1995.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 (b) Certification of Amendment to
the Declaration of Trust dated
May 15, 1996.
9 (c) Form of Amendment to
Shareholder Servicing Agreement.
15 (c) Form of Distribution Plan for
Class C Shares.
<PAGE>
<PAGE>
EXHIBIT NO. 99.1(b)
MASSACHUSETTS INVESTORS TRUST
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF CLASSES
The undersigned, being a majority of the Trustees of Massachusetts
Investors Trust (the "Trust"), a common law trust organized under the laws of
The Commonwealth of Massachusetts pursuant to a Declaration of Trust dated March
21, 1924, as amended (the "Declaration"), acting pursuant to Article VIII,
Section 1A of the Declaration, do hereby divide the shares of the Trust to
create an additional class of shares, within the meaning of Article VIII,
Section 1A, as follows:
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 15th day of May, 1996.
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 ARNOLD D. SCOTT
Richard B. Bailey Arnold D. Scott
63 Atlantic Avenue 20 Rowes Wharf
Boston, MA 02110 Boston, MA 02110
PETER G. HARWOOD JEFFREY L. SHAMES
Peter G. Harwood Jeffrey L. Shames
211 Lindsay Pond Road 60 Brookside Road
Concord, MA 01742 Needham, MA 02192
J. ATWOOD IVES ELAINE R. SMITH
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>
<PAGE>
EXHIBIT NO. 99.9(c)
MASSACHUSETTS INVESTORS TRUST
500 Boylston Street o Boston o Massachusetts o 02116
(617) o 954-5000
June 28, 1996
MFS Service Center, Inc.
500 Boylston Street
Boston, MA 02116
Dear Sir/Madam:
This will confirm our understanding that Exhibit B to the Shareholder Servicing
Agent Agreement between us, dated August 1, 1985, as modified by letter
agreements dated December 31, 1992 and September 7, 1993, is hereby amended,
effective immediately, to read in its entirety as set forth on Attachment 1
hereto.
Please indicate your acceptance of the foregoing by signing below.
Sincerely,
MASSACHUSETTS
INVESTORS TRUST
By:
W. Thomas London
Treasurer
Accepted and Agreed:
MFS SERVICE CENTER, INC.
By:
Joseph W. Dello Russo
Treasurer
<PAGE>
ATTACHMENT 1
June 28, 1996
EXHIBIT B TO THE SHAREHOLDER
SERVICING AGENT AGREEMENT BETWEEN
MFS SERVICE CENTER, INC. ("MFSC")
AND MFS SERIES TRUST III (the "Fund")
1. The fees to be paid by the Fund on behalf of its series with respect to
Class A shares of each series of the Fund to MFSC, for MFSC's services
as shareholder servicing agent, shall be:
0.15% of the first $500 million of the assets of the series
attributable to such class; 0.12% of the second $500 million of the
assets of the series attributable to such class; 0.09% over $1 billion
of the assets of the series attributable to such class.
2. The fees to be paid by the Fund on behalf of its series with respect to
Class B shares of each series of the Fund to MFSC, for MFSC's services
as shareholder servicing agent, shall be:
0.22% of the first $500 million of the assets of the series
attributable to such class; 0.18% of the second $500 million of the
assets of the series attributable to such class; 0.13% over $1 billion
of the assets of the series attributable to such class.
3. The fees to be paid by the Fund on behalf of its series with respect to
Class C shares of each series of the Fund to MFSC, for MFSC's services
as shareholder servicing agent, shall be:
0.15% of the first $500 million of the assets of the series
attributable to such class; 0.12% of the second $500 million of the
assets of the series attributable to such class; 0.09% over $1 billion
of the assets of the series attributable to such class.
<PAGE>
<PAGE>
EXHIBIT NO. 99.15(c)
MASSACHUSETTS INVESTORS TRUST
PLAN OF DISTRIBUTION
PLAN OF DISTRIBUTION with respect to the shares of beneficial interest to be
designated "Class C" of Massachusetts Investors Trust (the "Trust"), a
Massachusetts common law trust, dated May 15, 1996.
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and
WHEREAS, the Trust intends to distribute the shares of beneficial
interest (without par value) of the Trust designated Class C Shares (the
"Shares") in accordance with Rule 12b-1 under the 1940 Act ("Rule 12b-1"), and
desires to adopt this Distribution Plan (the "Plan") as a plan of distribution
pursuant to such Rule; and
WHEREAS, the Trust desires for MFS Fund Distributors, Inc., a Delaware
corporation, to provide certain distribution services for the Trust (the
"Distributor"); and
WHEREAS, the Trust has entered into a distribution agreement (the
"Distribution Agreement") (in a form approved by the Board of Trustees of the
Trust in a manner specified in Rule 12b-1) with the Distributor, whereby the
Distributor will provide facilities and personnel and render services to the
Trust in connection with the offering and distribution of the Shares (the
"Distribution Agreement"); and
WHEREAS, the Trust recognizes and agrees that (a) the Distributor may
retain the services of firms or individuals to act as dealers (the "Dealers") of
the Shares in connection with the offering of Shares, and (b) the Distributor
may make payments for such services to the Dealers out of the fee paid to the
Distributor hereunder, any deferred sales charges imposed by the Distributor in
connection with the repurchase of Shares, its profits or any other source
available to it; and
WHEREAS, the Trust recognizes and agrees that the Distributor may (but
is not required to) impose certain deferred sales charges in connection with the
repurchase of Shares by the Trust, and the Distributor may retain (or receive
from the Trust as the case may be) all such deferred sales charges; and
<PAGE>
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination as to whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Trust for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit the Trust and its Class C
shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Plan for the Trust as a plan for distribution relating to the Shares in
accordance with Rule 12b-1, on the following terms and conditions:
1. As specified in the Distribution Agreement, the Distributor shall
provide facilities, personnel and a program with respect to the offering and
sale of Shares. Among other things, the Distributor shall be responsible for any
commissions payable to Dealers (including any ongoing maintenance commissions),
all expenses of printing (excluding typesetting) and distributing prospectuses
to prospective shareholders and providing such other related services as are
reasonably necessary in connection therewith.
2. The Distributor shall bear all distribution-related expenses to the
extent specified in the Distribution Agreement in providing the services
described in paragraph 1, including without limitation, the compensation of
personnel necessary to provide such services and all costs of travel, office
expenses (including rent and overhead), equipment, printing, delivery and
mailing costs.
3. It is understood that the Distributor may (but is not required to)
impose certain deferred sales charges in connection with the repurchase of
Shares by the Trust and the Distributor may retain (or receive from the Trust,
as the case may be) all such deferred sales charges. As additional consideration
for all services performed and expenses incurred in the performance of its
obligations under the Distribution Agreement, the Trust shall pay the
Distributor a distribution fee periodically at a rate not to exceed 0.75% per
annum of the Trust's average daily net assets attributable to the Shares.
4. As partial consideration for the personal services and/or account
maintenance services performed by each Dealer in the performance of its
obligations under its dealer agreement with the Distributor, the Trust shall pay
each Dealer a service fee periodically at a rate not to exceed 0.25% per annum
of the portion of the average daily net assets of the Trust that is represented
by Shares that are owned by investors for whom such Dealer is the holder or
dealer of record. That portion of the Trust's average daily net assets on which
the fees payable under this paragraph 4 hereof are calculated may be subject to
certain minimum amount requirements as may be determined, and additional or
different dealer qualification standards that may be
<PAGE>
established, from time to time by the Distributor. The Distributor shall be
entitled to be paid any fees payable under this paragraph 4 hereof with respect
to Shares for which no Dealer of record exists or qualification standards have
not been met as partial consideration for personal services and/or account
maintenance services provided by the Distributor to the Shares. The service fee
payable pursuant to this paragraph 4 may from time to time be paid by the Trust
to the Distributor and the Distributor will then pay these fees to Dealers on
behalf of the Trust or retain them in accordance with this paragraph.
5. The Trust understands that agreements between the Distributor and
the Dealers may provide for payment of commissions to Dealers in connection with
the sales of Shares and may provide for a portion (which may be all or
substantially all) of the fees payable by the Trust to the Distributor under the
Distribution Agreement to be paid by the Distributor to the Dealers in
consideration of the Dealer's services as a dealer of the Shares. Except as
described in paragraph 4, nothing in this Plan shall be construed as requiring
the Trust to make any payment to any Dealer or to have any obligations to any
Dealer in connection with services as a dealer of the Shares. The Distributor
shall agree and undertake that any agreement entered into between the
Distributor and any Dealer shall provide that, except as provided in paragraph
4, such Dealer shall look solely to the Distributor for compensation for its
services thereunder and that in no event shall such Dealer seek any payment from
the Trust.
6. The Trust shall pay all fees and expenses of any independent
auditor, legal counsel, investment adviser, administrator, transfer agent,
custodian, shareholder servicing agent, registrar or dividend disbursing agent
of the Trust; expenses of distributing and redeeming Shares and servicing
shareholder accounts; expenses of preparing, printing and mailing prospectuses,
shareholder reports, notices, proxy statements and reports to governmental
officers and commissions and to shareholders of the Trust, except that the
Distributor shall be responsible for the distribution-related expenses as
provided in paragraphs 1 and 2 hereof.
7. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust or By-Laws or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of Trustees of the
responsibility for and control of the conduct of the affairs of the Trust.
8. This Plan shall become effective upon (a) approval by a vote of at
least a "majority of the outstanding voting securities" of Class C, and (b)
approval by a vote of the Board of Trustees and a vote of a majority of the
Trustees who are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or in any agreement
related to the Plan (the "Qualified Trustees"), such votes to be cast in person
at a meeting called for the purpose of voting on this Plan.
<PAGE>
9. This Plan shall continue in effect indefinitely; provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Plan shall expire 12 months after
the effective date of the last approval.
10. This Plan may be amended at any time by the Board of Trustees;
provided that this Plan may not be amended to increase materially the amount of
permitted expenses hereunder without the approval of holders of a "majority of
the outstanding voting securities" of Class C and may not be materially amended
in any case without a vote of a majority of both the Trustees and the Qualified
Trustees. This Plan may be terminated at any time by a vote of a majority of the
Qualified Trustees or by a vote of the holders of a "majority of the outstanding
voting securities" of Class C.
11. The Trust and the Distributor shall provide the Board of Trustees,
and the Board of Trustees shall review, at least quarterly, a written report of
the amounts expended under this Plan and the purposes for which such
expenditures were made.
12. While this Plan is in effect, the selection and nomination
of Qualified Trustees shall be committed to the discretion of the Trustees who
are not "interested persons" of the Trust.
13. For the purposes of this Plan, the terms "interested persons",
"majority of the outstanding voting securities" and "specifically approved at
least annually" are used as defined in the 1940 Act. In addition, for purposes
of determining the fees payable to the Distributor hereunder, the value of the
Trust's net assets shall be computed in the manner specified in the Trust's
then-current prospectus and statement of additional information for computation
of the net asset value of the Shares of the Trust.
14. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 11 hereof (collectively,
the "Records") for a period of six years from the end of the fiscal year in
which such Record was made and each such record shall be kept in an easily
accessible place for the first two years of said record-keeping.
15. This Plan shall be construed in accordance with the laws of
The Commonwealth of Massachusetts and the applicable provisions of the 1940
Act.
16. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
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