<PAGE>
As filed with the Securities and Exchange Commission on October 29, 1999
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. 77
AND
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 28
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)
|_| 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 TRUST
Supplement dated January 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 May 1, 1999. 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. 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 Purchase
(as a percentage of offering price)........................ 2.00%
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......................... 1.00%
Other Expenses(1)(2).......................................... 0.20%
Total Annual Fund Operating Expenses.......................... 1.53%
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(1) 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. 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 Operating Expenses" for Class J shares would be
lower, and would be estimated to be 1.52%.
(2) "Other Expenses" are estimated.
1
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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. Class J expenses are as follows:
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.
Although your actual costs may be higher or lower, under these assumptions
your costs would be:
Share Class Year 1 Year 3
----------- ------ ------
Class J shares $353 $674
2. DESCRIPTIONS 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, class C shares and class I shares are described in the
fund's prospectus and are available for purchase by the general public or 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 an initial sales charge as follows:
Sales Charge as
Percentage of:
Amount of Purchase Offering Price Net Amount Invested
All amounts 2.00% 2.04%
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 adviser. 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
turns pays a portion of these fees to dealers.
2
<PAGE>
3. HOW TO PURCHASE 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 adviser process your purchase. The minimum initial investment is one
share and there is no minimum investment with respect to subsequent purchases.
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 dealer, who may charge you a fee. If the dealer 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.
4. 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 January 1, 2000.
3
<PAGE>
The Prospectus dated May 1, 1999 of Massachusetts Investors Trust (the "Fund")
is incorporated in this Post-Effective Amendment No. 77 by reference to the
Prospectus of the 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 May 3, 1999.
<PAGE>
The Statement of Additional Information Part I and Part II dated May 1, 1999 of
Massachusetts Investors Trust (the "Fund") is incorporated in this
Post-Effective Amendment No. 77 by reference to the Statement of Additional
Information of the 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 May 3, 1999.
<PAGE>
MASSACHUSETTS INVESTORS TRUST
PART C
Item 23. Financial Statements and Exhibits
(a) Financial Statements Included in Part A:
For the five years ended December 31, 1998:
Financial Highlights
Financial Statements Included in Part B:
At December 31, 1998:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the two years ended December 31, 1998:
Statement of Changes in Net Assets*
For the year ended December 31, 1998:
Statement of Operations*
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* Incorporated herein by reference to the Trust's Annual Report to
shareholders dated December 31, 1998, filed with the SEC via EDGAR on
March 2, 1999.
(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 Agreement and
Declaration of Trust dated May 15, 1996. (8)
(c) Certification of Amendment to the Agreement and
Declaration of Trust, dated June 20, 1996. (10).
(d) Certification of Amendment to the Agreement and
Declaration of Trust, dated December 19, 1996. (16)
(e) Form of Certification of Amendment to Declaration of
Trust - Establishment and Designation of Class; filed
herewith.
2 Not Applicable.
<PAGE>
3 Share Certificate for Classes of Shares. (9)
4 Investment Advisory Agreement. (19)
5 (a) Distribution Agreement dated January 1, 1995. (3)
(b) Dealer Agreement between MFS Fund Distributors, Inc.
("MFD") and a dealer and The Mutual Fund Agreement between
MFD and a bank or NASD affiliate, as amended on
April 11, 1997. (15)
6 Retirement Plan for Non-Interested Person Trustees, as
amended and restated February 17, 1999. (21)
7 (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)
8 (a) Shareholder Servicing Agent Agreement, dated August 1,
1985. (6)
(b) Amendment to Shareholder Servicing Agreement, dated April
1, 1999 to amend fee schedule; filed herewith.
(c) Exchange Privilege Agreement, dated July 30, 1997. (7)
(d) Dividend Disbursing Agency Agreement, dated February 1,
1986. (4)
(e) Master Administrative Services Agreement, dated
March 1, 1997 as amended and restated April 1, 1999. (20)
<PAGE>
9 (a) Legal Opinion Consent, dated October 27, 1999; filed
herewith.
(b) Opinion and Consent of Counsel. (19)
10 Consent of Deloitte & Touche LLP. (19)
11 Not Applicable.
12 Not Applicable.
13 (a) Master Distribution Plan pursuant to 12b-1 under the
Investment Company Act of 1940, effective January 1,
1997. (12)
(b) Exhibits as revised August 1, 1999, to Master Distribution
Plan pursuant to Rule 12b-1 under the Investment Company
Act of 1940 to replace those exhibits to the Master
Distribution Plan contained in Exhibit 13(a) above. (1)
14 Financial Data Schedules. (19)
15 Plan pursuant to Rule 18f-3(d) under the Investment
Company Act of 1940 effective September 30, 1996, as
amended and restated (Exhibit A dated May 27, 1998). (17)
Power of Attorney, dated September 21, 1994. (3)
Power of Attorney, dated February 19, 1998. (18)
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(1) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and
811-4492) Post-Effective Amendment No. 21, filed with the SEC via EDGAR
on September 29, 1999.
(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 Massachusetts Investors Growth Stock Fund
(File Nos. 2-14677 and 811-859) Post-Effective Amendment No. 64, filed
with the SEC via EDGAR on October 29, 1997.
(8) Incorporated by reference to Post-Effective Amendment No. 71 to the Trust's
Registration Statement on Form N-1A, filed with the SEC via EDGAR on
May 28, 1996.
(9) Incorporated by reference to MFS Series Trust I (File Nos. 33-7638 and
811-4777) Post-Effective Amendment No. 25 to the Trust's Registration
Statement on Form N-1A, filed with the SEC via EDGAR on August 27, 1996.
(10) Incorporated by reference to Post-Effective Amendment No. 72 to the Trust's
Registration Statement on Form N-1A, filed with the SEC via EDGAR on
August 29, 1996.
(11) 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.
<PAGE>
(12) Incorporated by reference to MFS Series Trust IV (File Nos. 2-54607 and
811-2594) Post-Effective Amendment No. 30, filed with the SEC via EDGAR
on December 27, 1996.
(13) Incorporated by reference to MFS Series Trust VIII (File Nos. 33-37972
and 811-5262) Post-Effective Amendment No. 14, filed with the SEC via
EDGAR on February 26, 1998.
(14) Incorporated by reference to MFS Series Trust I (File Nos. 33-7638 and
811-4777) Post-Effective Amendment No. 28, filed with the SEC via EDGAR
on June 26, 1997.
(15) Incorporated by reference to MFS Series Trust III (File Nos. 2-60491 and
811-2794) Post-Effective Amendment No. 24, filed with the SEC via EDGAR
on June 26, 1997.
(16) Incorporated by reference to Registrant's Post-Effective Amendment No. 74,
filed with the SEC via EDGAR on April 30, 1997.
(17) Incorporated by reference to MFS Series Trust II (File Nos. 33-7637 and
811-4775) Post-Effective Amendment No. 27, filed with the SEC via EDGAR
on May 29, 1998.
(18) Incorporated by reference to the Registrant's Post-Effective Amendment
No. 75, filed with the SEC via EDGAR on April 30, 1998.
(19) Incorporated by reference to the Registrant's Post-Effective Amendment
No. 76, filed with the SEC via EDGAR on February 26, 1999.
(20) 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.
(21) 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.
Item 24. Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 25. 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 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 twelve 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 Convertible Securities Fund, MFS Blue Chip
Fund,
<PAGE>
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 eleven series: MFS
Government Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund,
MFS International Growth Fund, MFS International Growth and Income Fund, MFS
Strategic Value Fund, MFS Small Cap 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 U.S. All Cap Fund and Vertex
Contrarian 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 ten series) and MFS Variable
Insurance Trust ("MVI") (which has fifteen 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
<PAGE>
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 U.S. All Cap Fund and Vertex Contrarian 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
<PAGE>
address is 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.
Massachusetts Investment Management Co., Ltd. ("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.
United Funds Management LTD. ("UFM"), an Australian Company organized
under the Corporations Law of New South Wales, Australia whose current address
is Level 27, Australia Square 264-278, George St., Sydney, NSW2000, is an
investment manager and distributor of Australian superannuation unit trusts.
<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 and
Secretary, 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 an Assistant
Secretary, Robert T. Burns is a Senior Vice President, Associate General Counsel
and an Assistant Secretary of MFS, and Thomas B. Hastings is a Vice President
and Treasurer of MFS.
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust X
MFS Government Limited Maturity Fund
Stephen E. Cavan is the Secretary, W. Thomas London, a Senior Vice
President of MFS, is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley, Vice Presidents of MFS, are the Assistant Treasurers, James R.
Bordewick, Jr., Senior Vice President and Associate General Counsel of MFS, is
the Assistant Secretary.
MFS Series Trust II
Leslie J. Nanberg, Senior Vice President and Chief Economist of MFS,
is a Vice President, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers, and James R. Bordewick, Jr. is the Assistant Secretary.
MFS Government Markets Income Trust
MFS Intermediate Income Trust
Leslie J. Nanberg, Senior Vice President of MFS, is a Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.
<PAGE>
MFS Series Trust III
James T. Swanson, Robert J. Manning and Joan S. Batchelder, Senior
Vice Presidents of MFS (Mr. Manning is also Director of Fixed Income Research
and Chief of Fixed Income Strategy and Ms. Batchelder is also Chief Fixed Income
Officer), and Bernard Scozzafava, Vice President of MFS, are Vice Presidents,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.
MFS Series Trust IV
MFS Series Trust IX
Robert A. Dennis and Geoffrey L. Kurinsky, Senior Vice Presidents of
MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.
MFS Series Trust VII
Leslie J. Nanberg and Stephen C. Bryant, Senior Vice Presidents of
MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.
MFS Series Trust VIII
Jeffrey L. Shames, Leslie J. Nanberg and James T. Swanson and John D.
Laupheimer, Jr., a Senior Vice President of MFS, are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS Municipal Series Trust
Robert A. Dennis is Vice President, Geoffrey L. Schechter, Vice
President of MFS, is Vice President, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Secretary.
<PAGE>
MFS Variable Insurance Trust
MFS Series Trust XI
MFS Institutional Trust
Jeffrey L. Shames is the President and Chairman, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS Municipal Income Trust
Robert J. Manning is Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is
the Assistant Secretary.
MFS Multimarket Income Trust
MFS Charter Income Trust
Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen
E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost,
Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS Special Value Trust
Robert J. Manning is Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is
the Assistant Secretary.
MFS/Sun Life Series Trust
John D. McNeil, Chairman and Director of Sun Life Assurance Company
of Canada, is the Chairman, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.
<PAGE>
Money Market Variable Account
High Yield Variable Account
Capital Appreciation Variable Account
Government Securities Variable Account
Total Return Variable Account
World Governments Variable Account
Managed Sectors Variable Account
John D. McNeil is the Chairman, Stephen E. Cavan is the Secretary,
and James R. Bordewick, Jr. is the Assistant Secretary.
MIL Funds
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 O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS Meridian Funds
Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D.
Scott, Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James R. Bordewick, Jr. is
the Assistant Secretary and James O. Yost, Ellen M. Moynihan and Mark E. Bradley
are the Assistant Treasurers.
Vertex
Jeffrey L. Shames and Arnold D. Scott are the Directors, Jeffrey L.
Shames is the President, 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.
<PAGE>
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.
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
<PAGE>
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.
UFM
The Directors of UFM are Thomas J. Cashman, Jr. and Susan Gosling.
Graham Lenzner is the Chairman and Thomas J. Murray is Chief Financial Officer,
Treasurer and 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)
<PAGE>
William W. Stinson Director, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street
West, Toronto, Ontario, Canada; Chairman of
the Executive Committee of United Dominion
Industries Limited
Item 27. Distributors
(a) Reference is hereby made to Item 26 above.
(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
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 27th day of October, 1999.
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 October 27, 1999.
SIGNATURE TITLE
JEFFREY L. SHAMES* Chairman, President (Principal
Jeffrey L. Shames Executive Officer) and Trustee
W. THOMAS LONDON* Treasurer (Principal Financial Officer
W. Thomas London and Principal Accounting Officer)
RICHARD B. BAILEY* Trustee
Richard B. Bailey
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: /s/ 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
(i) 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 and (ii) a Power of
Attorney dated February 19, 1998,
incorporated by reference to the
Registrant's Post-Effective Amendment
No. 75 filed with the SEC via EDGAR on
April 30, 1998.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 (e) Form of Certification of Amendment to Declaration of
Trust - Establishment and Designation of Class.
8 (b) Amendment to Shareholder Servicing Agreement, dated April
1, 1999 to amend fee schedule.
9 (a) Legal Opinion Consent, dated October 27, 1999.
<PAGE>
<PAGE>
EXHIBIT NO. 99.1(e)
FORM OF
MASSACHUSETTS INVESTORS TRUST
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF CLASS
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 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
<PAGE>
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.
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 ____ day of ____________, 1999.
Richard B. Bailey Charles W. Schmidt
63 Atlantic Avenue 63 Claypit Hill Road
Boston, MA 02110 Wayland, MA 01778
J. Atwood Ives Arnold D. Scott
17 West Cedar Street 20 Rowes Wharf
Boston, MA 02108 Boston, MA 02110
Lawrence T. Perera Jeffrey L. Shames
18 Marlborough Street 38 Lake Avenue
Boston, MA 02116 Newton, MA 02159
William J. Poorvu Elaine R. Smith
975 Memorial Drive 75 Scotch Pine Road
Cambridge, MA 02138 Weston, MA 02193
David B. Stone
282 Beacon Street
Boston, MA 02116
<PAGE>
<PAGE>
EXHIBIT NO. 99.8(b)
MASSACHUSETTS INVESTORS TRUST
500 Boylston Street o Boston o Massachusetts o 02116
(617) o 954-5000
April 1, 1999
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 amended, 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
W. Thomas London
Treasurer
Accepted and Agreed:
MFS SERVICE CENTER, INC.
By: JOSEPH W. DELLO RUSSO
Joseph W. Dello Russo
Treasurer
<PAGE>
ATTACHMENT 1
April 1, 1999
EXHIBIT B TO THE SHAREHOLDER
SERVICING AGENT AGREEMENT BETWEEN
MFS SERVICE CENTER, INC. ("MFSC")
AND MASSACHUSETTS INVESTORS TRUST (the "Fund")
The fees to be paid by the Fund on behalf of its series with respect to all
shares of each series of the Fund to MFSC, for MFSC's services as shareholder
servicing agent, shall be 0.1000% of the average daily net assets of the Fund,
subject to applicable performance-related adjustments.
<PAGE>
<PAGE>
EXHIBIT NO. 99.9(a)
LEGAL OPINION CONSENT
I consent to the incorporation by reference in this Post-Effective Amendment No.
77 to the Registration Statement (File Nos. 2-11401 and 811-203) (the
"Registration Statement") of Massachusetts Investors Trust (the "Trust"), of my
opinion dated February 22, 1999, appearing in Post-Effective Amendment No. 76 to
the Trust's Registration Statement, which was filed with the Securities and
Exchange Commission on February 26, 1999.
JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
Assistant Secretary
Boston, Massachusetts
October 27, 1999
<PAGE>
