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MASSACHUSETTS INVESTORS TRUST
Supplement dated May 1, 2000 as revised July 21, 2000 to the Current Prospectus
This Supplement describes the fund's class I shares, and it supplements certain
information in the fund's Prospectus dated May 1, 2000. The caption headings
used in this Supplement correspond with the caption headings used in the
Prospectus.
You may purchase class I shares only if you are an eligible institutional
investor, as described under the caption "Description of Share Classes" below.
1. RISK RETURN SUMMARY
Performance Table. The "Performance Table" is intended to indicate some of
the risks of investing in the fund by showing changes in the fund's
performance over time. The table is supplemented as follows:
Average Annual Total Returns as of December 31, 1999
1 Year 10 Years
Class I shares 7.38% 16.44%
Standard & Poor's 500 Composite Index+* 21.04% 18.21%
Average large cap value fund++ 11.29% 14.91%
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* Standard and Poor's 500 Index is a broad-based unmanaged but commonly
used measure of common stock total return performance. It is comprised of
500 widely held common stocks listed on the New York Stock Exchange,
American Stock Exchange and over-the-counter market.
+ Source: Standard & Poor's Micropal, Inc.
++ Source: Lipper Inc.
The fund commenced investment operations with the offering of class A shares in
1924 and subsequently offered class I shares on January 2, 1997. Class I share
performance includes the performance of the fund's class A shares for periods
prior to the offering of class I shares. This blended class I share performance
has been adjusted to take into account the fact that class I shares have no
initial sales charge (load). This blended performance has not been adjusted to
take into account differences in class specific operating expenses. Because
operating expenses of class I shares are lower than those of class A shares,
this blended class I share performance is lower than the performance of class I
shares would have been had class I shares been offered for the entire period.
2. EXPENSE SUMMARY
Expense Table. The "Expense Table" is supplemented as follows:
Annual Fund Operating Expenses (expenses that are deducted from fund
assets):
Management Fees...................................... 0.33%
Distribution and Service (12b-1) Fees................ 0.00%
Other Expenses(1) ................................... 0.20%
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Total Annual Fund Operating Expenses................. 0.53%
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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 and may enter into other
similar arrangements and directed brokerage arrangements (which would
also have the effect of reducing the fund's expenses). Any such fee
reductions are not reflected in the table. Had these expense reductions
been taken into account, "Total Annual Fund Operating Expenses" would be
0.52% for Class I shares.
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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. 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.
o The fund's operating expenses remain the same.
Share Class Year 1 Year 3 Year 5 Year 10
----------- ------ ------ ------ -------
Class I shares $54 $170 $296 $665
3. DESCRIPTION OF SHARE CLASSES
The "Description of Share Classes" is supplemented as follows:
If you are an eligible institutional investor (as described below), you may
purchase class I shares at net asset value without an initial sales charge or
CDSC upon redemption. Class I shares do not have annual distribution and service
fees, and do not convert to any other class of shares of the fund.
The following eligible institutional investors may purchase class I shares:
o certain retirement plans established for the benefit of employees
of MFS and employees of MFS' affiliates;
o any fund distributed by MFD, if the fund seeks to achieve its
investment objective by investing primarily in shares of the fund
and other MFS funds;
o any retirement plan, endowment or foundation which:
has, at the time of purchase of class I shares, aggregate
assets of at least $100 million; and
invests at least $10 million in class I shares of the fund
either alone or in combination with investments in class I
shares of other MFS Funds (additional investments may be
made in any amount).
MFD may accept purchases from smaller plans, endowments or foundations or in
smaller amounts if it believes, in its sole discretion, that such entity's
aggregate assets will equal or exceed $100 million, or that such entity will
make additional investments which will cause its total investment to equal or
exceed $10 million, within a reasonable period of time;
o bank trust departments or law firms acting as trustee or manager
for trust accounts which, on behalf of their clients (i)
initially invest at least $100,000 in class I shares of the fund
or (ii) have, at the time of purchase of class I shares,
aggregate assets of at least $10 million invested in class I
shares of the fund either alone or in combination with
investments in class I shares of other MFS Funds. MFD may accept
purchases that do not meet these dollar qualification
requirements if it believes, in its sole discretion, that these
requirements will be met within a reasonable period of time.
Additional investments may be made in any amount; and
o certain retirement plans offered, administered or sponsored by
insurance companies, provided that these plans and insurance
companies meet certain criteria established by MFD from time to
time.
4. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES
The discussion of "How to Purchase, Exchange and Redeem Shares" is supplemented
as follows:
You may purchase, redeem and exchange class I shares only through your MFD
representative or by contacting MFSC (see the back cover of the Prospectus for
address and phone number). You may exchange your class I shares for class I
shares of another MFS fund (if you are eligible to purchase them) and for shares
of the MFS Money Market Fund at net asset value.
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5. FINANCIAL HIGHLIGHTS
The "Financial Highlights" table is intended to help you understand the fund's
financial performance. It is supplemented as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class I Year Ended December 31, Period Ended
1999 1998 December 31,
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1997*
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period $20.26 $ 17.52 $ 14.33
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Income from investment operations# -
Net investment income $ 0.18 $ 0.24 $ 0.26
Net realized and unrealized gain on investments and foreign currency 1.28 3.77 4.44
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Total from investment operations $ 1.46 $ 4.01 $ 4.70
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Less distributions declared to shareholders -
From net investment income $(0.16) $ (0.22) $(0.23)
From net realized gain on investments and foreign currency transactions (0.58) (1.05) (1.27)
In excess of net investment income (0.01) (0.00)+++ (0.01)
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Total distributions declared to shareholders $(0.75) $ (1.27) $ (1.51)
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Net asset value - end of period $20.97 $ 20.26 $ 17.52
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Total return 7.38% 23.40% 33.30%++
Ratios (to average net assets)/Supplemental data:
Expenses## 0.52% 0.41% 0.41%+
Net investment income 0.90% 1.19% 1.42%+
Portfolio turnover 62% 54% 44%
Net assets at end of period (000,000 Omitted) $233 $230 $23
</TABLE>
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* For the period from the inception of Class I, January 2, 1997, through
December 31, 1997.
+ Annualized.
++ Not annualized.
+++ Per share amount was less than $0.01.
# Per share data are based on average shares outstanding.
## Ratios do not reflect expense reductions from directed brokerage and
certain expense offset arrangements.
The date of this Supplement is May 1, 2000 as revised July 21, 2000.
