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As filed with the Securities and Exchange Commission on March 20, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Notification of Election
Under
Rule 24f-1
Under the
Investment Company Act of 1940
By
MASSACHUSETTS INVESTORS TRUST
Massachusetts Investors Trust hereby files this Notification of
Election pursuant to Rule 24f-1 under the Investment Company Act of 1940, as
amended, electing to have the registration of certain securities under the
Securities Act of 1933, as amended, deemed effective as of the time of their
sale, and hereby submits the following information in connection therewith, as
required by Rule 24f-1(b):
1. File Number: 2-11401
2. Name and address of issuer:
Massachusetts Investors Trust
500 Boylston Street
Boston, Massachusetts 02116
3. Identity of Security:
Shares of beneficial interest, par value $0.33 1/3 per share
(the "Shares")
4. Number of shares with respect to which this Notification is filed:
19,385,449 shares, comprised of 19,321,661 Shares which are
being retroactively registered pursuant to this Notification
of Election (the "Retroactively Registered Shares"), and
63,788 Shares which are being
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registered on account of the payment of the minimum $300 fee
(see 6 below).
5. Period of time during which the securities were sold:
January 17, 1997 through March 4, 1997, inclusive.
6. In accordance with subsection (a) of Rule 24f-1, a registration fee of
$300 (the minimum fee) has been paid concurrently with the filing of
this Notification. The fee was calculated in the following manner:
a. Number of Retroactively Registered
Shares sold . . . . . . . . . . . . . . . . 19,321,661
b. Number of shares redeemed in previous
fiscal year (FYE 12/31/96) used as a reduction
pursuant to Rule 24e-2(a)(1) and (2) . . . . .(19,321,661)
c. Number of Retroactively Registered Shares
sold (a) minus number of shares redeemed (b) . . 0
d. Minimum fee due pursuant to
Rule 24-f-1(a) . . . . . . . . . . . . . . . . $300
e. Number of Shares registered on account
of payment of minimum fee . . . . . . . . . . . . 63,788
Calculated as follows:
Minimum fee due pursuant to Rule 24f-1(a) . . . . . $300
Divided by per share registration fee set forth
in Section 6(b) . . . . . . . . . . . . 0.00030303
Equals proposed maximum offering price . . . $990,000.99
Divided by maximum public offering price
of Class A shares of $15.52 per share on
March 6, 1997 pursuant to Rule 457(d) equals
number of Shares registered on account
of payment of minimum fee . . . . . . . . .. . 63,788
7. The issuer hereby confirms that the Retroactively Registered Shares
with respect to which this Notification is filed were sold in
accordance with the issuer's usual method of distributing its
registered securities, under which prospectuses are
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made available for delivery to offerees and purchasers of such
securities in accordance with Section 5(b) of the Securities Act of
1933.
8. Attached hereto as Exhibit A is a certified copy of the resolutions of
the Board of Trustees of the issuer authorizing the filing of this
Notification, signed for the issuer by a duly authorized officer
thereof.
9. Attached hereto as Exhibit B is an opinion of counsel as to the
legality of the Shares being registered, indicating whether they were
legally issued, fully paid and non-assessable.
IN WITNESS WHEREOF, Massachusetts Investors Trust has duly caused this
Notification of Election to be duly signed by a duly authorized officer thereof
on its behalf in Boston, Massachusetts on the 19th day of March, 1997.
MASSACHUSETTS INVESTORS TRUST
By: W. THOMAS LONDON
W. Thomas London
Treasurer
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EXHIBIT A
Certified Copy
of the
Board of Trustees' Resolutions
MASSACHUSETTS INVESTORS TRUST
ASSISTANT SECRETARY'S CERTIFICATION
March 20, 1997
I HEREBY CERTIFY that at a meeting of the Board of Trustees of Massachusetts
Investors Trust, a common law trust and operating under the laws of The
Commonwealth of Massachusetts, held on the 19th day of March, 1997, upon motion
duly made, and seconded, the following resolutions were unanimously adopted and
are in full force and effect:
VOTED: That the Chairman, Secretary, Assistant Secretary, Treasurer
and Assistant Treasurer of the Trust, or any one of them, be,
and each of them acting singly hereby is, authorized to
prepare, execute and file with the Securities and Exchange
Commission on behalf of the Trust a Notification of Election
Under Rule 24f-1 for the purpose of (i) retroactively
registering 19,321,661 shares of beneficial interest and (ii)
registering such additional shares of beneficial interest
which the Trust is entitled to register on account of the
payment of the filing fee required to be paid with the filing
of such Notification, in the form attached to this record of
action, with such changes as the officers executing the same
on advice of counsel may deem necessary or appropriate; and
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FURTHER
VOTED: That the Chairman, Secretary, Assistant Secretary, Treasurer
and Assistant Treasurer of the Trust be, and each of them
acting singly hereby is, authorized to take such further
actions and execute and deliver such further documents as may
be necessary, desirable or appropriate to the implementation
and performance of the preceding vote and the matters
contemplated therein.
IN WITNESS WHEREOF, I have hereunto set my hand as assistant secretary of
Massachusetts Investors Trust, this 19th day of March, 1997.
By: JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
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EXHIBIT B
Opinion of Counsel
March 20, 1997
Massachusetts Investors Trust
500 Boylston Street
Boston, MA 02116
Re: Notification of Election Under Rule 24f-1
Gentlemen:
I am a Senior Vice President and Associate General Counsel of
Massachusetts Financial Services Company, which serves as an investment adviser
to Massachusetts Investors Trust (the "Trust"), and the Assistant Secretary of
the Trust. I am admitted to practice law in The Commonwealth of Massachusetts.
The Trust was created under a written Agreement and Declaration of Trust dated
March 21, 1924, and executed and delivered in Boston, Massachusetts, as amended
and restated September 29, 1994 (the "Agreement and Declaration of Trust"). The
beneficial interest thereunder is represented by transferable shares, par value
$0.33 1/3 per share.
The Trust is about to file a Notification of Election Under Rule 24f-1
(the "Notification of Election") to make an election that 19,321,661 shares of
beneficial interest which were sold from January 17, 1997 through March 4, 1997
in excess of the number of shares registered under the Trust's currently
effective Registration Statement, as amended, be deemed to have been registered
at the time of their sale (the "Retroactively Registered Shares"). In addition,
63,788 shares of beneficial interest are being registered under the Notification
of Election on account of the payment of the minimum fee thereunder (the
"Minimum Fee Shares").
I have examined and relied upon copies of the Notification of Election
and have examined and relied upon originals, or copies certified to my
satisfaction, of such corporate records, documents, certificates and other
instruments as in my judgment are necessary or appropriate to enable me to
render the opinion set forth below.
Based on the foregoing, I am of the opinion that the Retroactively
Registered Shares for which the Notification of Election is being filed have
been duly authorized, legally and validly issued, and are fully paid and
non-assessable, except as described
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below. In addition, I am of the opinion that the Minimum Fee Shares for which
the Notification of Election is being filed have been duly authorized and, when
issued and sold in accordance with the Trust's registration statement on Form
N-1A, the Agreement and Declaration of Trust and the Trust's By-laws, will be
legally and validly issued, fully paid and non-assessable, except as described
below. I express no opinion as to compliance with the Securities Act of 1933,
the Investment Company Act of 1940, or applicable state "Blue Sky" or securities
laws in connection with the sale of the Retroactively Registered Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Notification of Election referred to
above.
Very truly yours,
JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
